Common use of Indemnification by Buyer Clause in Contracts

Indemnification by Buyer. Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. Buyer agrees to shall indemnify and defend Sellersave and hold the Seller and Principal Owners, its officerssuccessors, directors, shareholders, agents and each of its and their Affiliates assigns (the “Seller Indemnified PartiesIndemnitees”) against), harmless from and agrees to hold it against any and them harmless fromall damages, any Losses claims, demands, obligations, liabilities, losses, costs, expenses (including all reasonable attorneys’ fees and expenses of investigation incurred or suffered by any of the Seller Indemnified Parties relating to Indemnitees in any Action or proceeding between Buyer and the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiencies, interests, penalties, impositions, assessments and/ or fines (collectively, “Seller Losses”), whether or not in connection with a third-party claim, arising out of, resulting from or related to (each “Buyer’s Events of any of the following:Breach”): (ai) any breach of or any inaccuracy in any representation or warranty made by the Buyer pursuant to in this Agreement or the other Transaction Documents; and (ii) all acts and omissions in the conduct of the Company and the Business on and after Closing and indemnifies, and must keep indemnified, the Seller Indemnitees against any certificate, document, writing loss arising in respect of any such acts or instrument delivered omissions after Closing including liability arising out of defects in products sold or services provided by the Buyer pursuant after Closing. This indemnity extends to this Agreementliability that may arise as a result of any of the products so sold or advice given being defective; (biii) any breach of or failure by Buyer to perform any covenant or obligation other agreement made by Seller in Section 7(b) of this Agreement, provided, however, that Buyer shall not be liable to make any payment in respect of a claim for indemnification in respect of any breach of any representation or warranty made by the Buyer in this Agreement or the other Transaction Documents until the aggregate of such Seller Losses shall exceed $5,000 (“Threshold”). Once such Seller Losses shall exceed such $5,000 Threshold (“Basket”), the Seller Indemnitees shall have the right to indemnification hereunder, and Buyer and/or its members shall be required to make payment to the Seller Indemnitees in respect of such claim to the full extent of such Seller Losses without reference to or deduction for the $5,000 Threshold up to an aggregate liability cap equal to the value of Cash Consideration as set out in this Agreement; Agreement (c“Cap”), provided, however, that the Basket and Cap shall not apply (and Buyer and its members shall be fully liable) in the Assumed Liabilities; (d) case of any claim byclaims based on fraud, bad faith, criminal conduct, intentional misrepresentation, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: willful misconduct (i“Bad Conduct”) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third partyindemnification under Sections 12(a)(ii) and 12(a)(iii). Notwithstanding anything to the contrary in this Agreement, including but Seller Indemnitees’ right to indemnification in this Section 12(a) will not limited apply to any insurance carrierthe extent that the Seller Losses arise out of or in connection with a Seller Event of Breach.

Indemnification by Buyer. The Asset Buyer agrees to and shall defend, indemnify and defend Sellerhold harmless Asset Seller and its managers, its officersmembers, directorsemployees, shareholdersagents, agents representatives and each of its and their Affiliates respective successors and assigns (collectively, the “Asset Seller Indemnified Parties”) againstharmless from and against any and all losses, damages, claims, actions, lawsuits, demands, proceedings, assessments, judgments, deficiencies, costs, expenses (including without limitation, reasonable attorneys’ fees and expenses), and agrees to hold it and them harmless fromgovernmental actions of every kind, any Losses incurred nature or suffered by any of the Seller Indemnified Parties relating to or arising description (collectively, “Losses”) which arise out of or relate to any of the following: : (a) the operation of the Business at any breach of time on or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; after the Closing Date; (b) any breach of any representation, warranty or failure covenant made by the Asset Buyer to perform any covenant or obligation of Buyer set out in this Agreement; ; (c) any failure by the Assumed Liabilities; Asset Buyer to materially perform, comply with or observe any one of more of its covenants, agreement or obligations contained in this Agreement; (c) liability arising from a breach or error by Asset Buyer in connection with the representations and warranties set forth in Section 5 and (d) any claim by, or transferee liability for which the Asset Seller Indemnified Parties become liable on behalf account of or with respect to, and any obligation of Asset Buyer incurred after Closing. If there is any indemnification claim hereunder, Asset Seller shall promptly cause notice of the claim to be delivered to the Asset Buyer provided that the failure to give such notice shall not affect the Asset Seller Indemnified Parties’ right to indemnification hereunder. The Asset Buyer shall defend such claim at their sole cost and expense with legal counsel chosen by Asset Buyer (subject to reasonable input from the Asset Seller). The Asset Seller and its counsel shall have the right to participate in the defense of any such claim at the Asset Seller’s sole cost and expense. If notice is given and the Asset Buyer fails to promptly assume or liability assert the defense of the claim in good faith, the claim may be defended, comprised or loss relating to, employees of settled by the Asset Seller without the Asset Buyer’s consent and the Asset Buyer employed in connection with the Business and arising after the Closing Dateshall remain liable under this Section 8. Notwithstanding anything herein contained any provision of this Section 8 to the contrary, : (a) the Asset Seller may retain control over the defense (at the cost of the Asset Buyer) of any claim hereunder if such claim is for injunctive or other than indemnification with respect equitable relief; and/or (b) if in the reasonable opinion of the Asset Seller there may be a conflict between the positions of the Asset Buyer and Asset Seller in conducting the defense of an action or that there may be legal defenses available to claims Asset Seller different from or in addition to those which counsel for the failure of Asset Buyer would be able to satisfy raise, the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Asset Seller shall be entitled to first maintain its own independent defense of such action and the reasonable fees and expenses of the Asset Seller’s counsel shall be paid by the Asset Buyer. Asset Buyer cannot settle a matter other than for dollar indemnificationdamages without the consent of Asset Seller. In Further notwithstanding any provision of this Agreement to the contrary, in no event shall Asset Buyer’s indemnification obligation under Section 10.3 liability to the Asset Seller Indemnified Parties, regardless of the cause or nature of the event giving rise to any such liability, exceed the total sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim Escrow Cash being held for Seller’s indemnification hereunder, no loss shall be deemed to have been sustained by such party as provided in Section (a) above except to the extent such claim or loss was caused by Buyer’s fraudulent misrepresentation or gross or intentional negligence in which event Seller shall be entitled to all remedies provided for under law or in equity. Unless otherwise provided herein, the limitation of (i) liability set forth in the immediate preceding sentence shall be applicable to direct damages only, it being understood and agreed by the Asset Seller Indemnified Parties that Asset Buyer shall not be responsible or liable for other types of damages, including, without limitation, consequential, special, incidental or any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party other types of damages even if Asset Buyer was advised of the likelihood of same from any third party, including but not limited to any insurance carrierthe Asset Seller Indemnified Parties.

Indemnification by Buyer. Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) 10.3 with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. (a) After the Closing and subject to this Article VII, Buyer agrees to indemnify shall indemnify, defend and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (hold harmless the “Seller Indemnified Parties”) Indemnitees against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of reimburse the Seller Indemnified Parties relating to Indemnitees for, all Liabilities that the Seller Indemnitees may at any time suffer or arising out of any of the followingincur, or become subject to: (ai) any breach as a result of or any in connection with the breach or inaccuracy in of any representation or warranty made by Buyer pursuant to this Agreement set forth in Article IV or contained in any certificate, document, writing certificate or instrument delivered by Buyer pursuant to this Agreement;hereto; or (bii) as a result of or in connection with any breach of or failure by Buyer to perform any covenant of its covenants, agreements or obligation of Buyer set out obligations contained in this Agreement;. (cb) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilitiescontrary contained herein, Buyer shall have no indemnification obligation not be required to indemnify, defend or hold harmless the Seller under Indemnitees against, or reimburse the Seller Indemnitees for, any Liabilities pursuant to Section 10.3: 7.3(a)(i): (i) with respect to any claim of which Seller gives notice to Buyer later than until the twelve-month anniversary aggregate amount of the Closing Date. With Seller Indemnitees’ Liabilities for which the Seller Indemnitees are finally determined to be otherwise entitled to indemnification under Section 7.3(a)(i) exceeds the Deductible, after which Buyer shall be obligated for all the Seller Indemnitees’ Liabilities for which the Seller Indemnitees are finally determined to be otherwise entitled to indemnification under Section 7.3(a)(i) (but only Liabilities in excess of the Deductible) and (ii) in a cumulative aggregate amount with respect to indemnification under Section 10.3 for claims for 7.3(a)(i) exceeding the failure of Buyer Indemnification Cap. The foregoing limitation in this Section 7.3(b) shall not apply to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation any claim arising under Section 10.3 exceed 7.3(a)(ii) or any claim arising from the sum Fraud of the Buyer. (c) The Buyer shall not be required to indemnify, defend or hold harmless the Seller Indemnitees against, or reimburse the Seller Indemnitees for, any Liabilities pursuant to Section 7.3(a)(i) in a cumulative aggregate amount exceeding the Purchase Price. In case The foregoing limitation in this Section 7.3(c) shall not apply to any event claim arising from the Fraud of the Buyer. (d) The representations, warranties, covenants, agreements and obligations of Buyer and any Seller Indemnitee’s right to indemnification with respect thereto shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall not be affected or deemed to have been sustained waived by such party to the extent reason of (i) any tax savings realized investigation made by or on behalf of Seller Indemnitees (including by any of their respective Representatives) or by reason of the fact that such party with respect theretoSeller Indemnitee or any of such Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, (ii) the waiver of any after-tax proceeds received by such party from condition based on the accuracy of any third partyrepresentation or warranty, including but not limited to or on the performance of or compliance with any insurance carriercovenant, agreement or obligation or (iii) the Closing.

Indemnification by Buyer. From and after the Closing Date, Buyer agrees to shall indemnify and defend hold harmless Seller, its officersAffiliates and each of their respective employees, directors, shareholders, agents and each of its and their Affiliates representatives (collectively, the “Seller Indemnified Parties”) against), on an after-tax basis, from and agrees to hold it against any and them harmless fromall Loss and Litigation Expense which they, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to them, may suffer or incur as a result of or arising out of from any of the following: : (a) any misrepresentation or breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificatewarranty, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to perform any of its covenants or agreements contained in this Agreement, (c) the failure by Buyer to satisfy any liability or obligation which is an Assumed Liability, or (d) the Assumed Liabilitiesfailure of Buyer or its Affiliates to pay any other costs or expenses which are the responsibility of Buyer; provided, however, that Buyer shall have no indemnification obligation not be required to indemnify and hold harmless the Seller under Indemnified Parties pursuant to Section 10.3: (i9.3(a) with respect to any claim Loss and Litigation Expense incurred by the Seller Indemnified Parties until the amount of which Loss and Litigation Expense suffered by the Seller gives notice Indemnified Parties related to each individual Claim exceeds the Minimum Claim Amount; provided, further, however, that the aggregate amount that Buyer later than shall be required to indemnify and hold harmless the twelve-month anniversary of the Closing Date. With Seller Indemnified Parties pursuant to Section 9.3(a) with respect to indemnification under Section 10.3 for claims for all Loss and Litigation Expense incurred by all Seller Indemnified Parties shall not exceed the failure Cap; provided further, however, that the Cap shall not apply with respect to any Loss and Litigation Expense resulting from a breach of any Buyer Fundamental Representation or from fraud or intentional misrepresentation of Buyer to satisfy and the Assumed Liabilities, such indemnification obligations Minimum Claim Amount shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party not apply with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierLoss and Litigation Expense resulting from fraud or intentional misrepresentation of Buyer.

Indemnification by Buyer. Buyer agrees (a) From and after the Closing (with respect to indemnify and defend Seller, its officers, directors, shareholders, agents the Acquired Stores to be transferred on the Closing Date) and each of Subsequent Closing (with respect to the Acquired Stores to be transferred on such Subsequent Closing Date), and subject to Section 9.03, Section 9.05, Section 9.06, Section 9.08 and Section 10.01, Buyer shall indemnify, defend and hold harmless Seller and its and their Affiliates (collectively, the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, reimburse any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Party for, all Losses that such Seller Indemnified Party may suffer or arising out of any of the followingincur, or become subject to, as a result of: (ai) any breach of any warranty or any the inaccuracy in of any representation of Buyer contained or warranty made by Buyer pursuant referred to in this Agreement or any certificate, document, writing or instrument certificate delivered by or on behalf of Buyer pursuant hereto as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date, any Subsequent Closing Date or the Distribution Center Closing Date (except that for representations and warranties that expressly relate to this Agreementa specified date, the inaccuracy in or breach of such representation or warranty will be determined with reference to such specified date); (bii) any breach of or failure by Buyer to perform any covenant of its covenants or obligation of Buyer set out obligations contained in this AgreementAgreement to be performed before, on or after the Closing (or such Subsequent Closing or Distribution Center Closing, as applicable); (ciii) any Assumed Liability; or (iv) the Assumed Liabilities;matters set forth in Section 2.01(g) and Section 6.01 with respect to which Buyer may be obligated to provide indemnification thereunder. (db) Notwithstanding any claim by, or on behalf other provision of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained this Agreement to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect Buyer shall not be required to indemnify, defend or hold harmless any claim Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Losses pursuant to Section 9.02(a)(i) until the aggregate amount of Seller Indemnified Parties’ Losses exceeds the Deductible Amount, after which Buyer shall only be obligated for such aggregate Losses of Seller gives notice to Buyer later than the twelve-month anniversary Indemnified Parties in excess of the Closing Date. With respect to Deductible Amount; and (ii) the cumulative indemnification obligation of Buyer under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations 9.02(a)(i) shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In in no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. Buyer unconditionally, absolutely and irrevocably agrees to and shall defend, indemnify and defend hold harmless Seller, its officersKilat, directorsthe Shareholders and the successors, shareholdersassigns, agents heirs and each legal and personal representatives of its Seller, Kilat and their Affiliates the Shareholders (Seller, Kilat, the “Seller Indemnified Parties”Shareholders and such persons are collectively referred to as the "SELLER'S INDEMNIFIED PERSONS") from and against, and agrees to hold it shall reimburse Seller's Indemnified Persons for, each and them harmless fromevery Loss paid, any Losses imposed on or incurred by Seller's Indemnified Persons, directly or suffered by any of the Seller Indemnified Parties indirectly, relating to to, resulting from or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by of Buyer pursuant to this Agreement under the Option Agreement, the Transaction Agreements or the Exhibits thereto or any certificateagreement, document, writing certificate or instrument other document delivered or to be delivered by Buyer pursuant to this Agreement; (b) hereto in any respect, or any breach or nonfulfillment of any covenant, agreement or failure by Buyer to perform any covenant or other obligation of Buyer set out in this under the Option Agreement; (c) , the Assumed Liabilities; (d) Transaction Agreements, the Exhibits thereto or any claim byagreement, certificate or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of document to be delivered by Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Datepursuant hereto. With respect to indemnification under Section 10.3 for matters not involving Proceedings brought or asserted by third parties against Seller's Indemnified Persons, within thirty (30) days after notification from Seller's Indemnified Persons supported by reasonable documentation setting forth the nature of the circumstances entitling Seller's Indemnified Persons to indemnity hereunder, the Buyer, at no cost or expense to Seller's Indemnified Persons, shall diligently commence resolution of such matters in a manner reasonably acceptable to Seller's Indemnified Persons and shall diligently and timely prosecute such resolution to completion; PROVIDED, HOWEVER, with respect to those valid claims for the failure that may be satisfied by payment of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the a liquidated sum of money and which are not disputed reasonably and in good faith by Buyer, Buyer shall promptly pay the Purchase Priceamount so claimed. In case If litigation or any event other Proceeding is commenced or threatened, the provisions of SECTION 7.3 shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to control over the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierimmediately preceding sentence.

Indemnification by Buyer. In consideration of the Company's execution and delivery of the Transaction Documents and the Company's performance of the transactions contemplated thereunder, each Buyer agrees to shall severally but not jointly defend, protect, indemnify and defend Sellerhold harmless the Company, its officersofficers and directors (collectively, directorsthe "COMPANY INDEMNITEES") from and against any and all actions, shareholderscauses of action, agents suits, claims, losses, costs, penalties, fees, liabilities and each of its damages, and their Affiliates expenses in connection therewith and including reasonable attorneys' fees and disbursements (the “Seller Indemnified Parties”) against"COMPANY INDEMNIFIED LIABILITIES"), and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Company Indemnitee as a result of, or arising out of any of the following: of, or relating to (a) any material representation or breach of or any inaccuracy in any representation or warranty made by such Buyer pursuant to this Agreement in the Transaction Documents or any other certificate, documentinstrument or document contemplated hereby or thereby, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any material breach of or failure by Buyer to perform any covenant covenant, agreement or obligation of such Buyer set out contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; provided, however, that any Buyer shall not be jointly liable for the indemnification obligations of any other Buyer or investor and the Buyer subject to an indemnification obligation shall be liable under this Agreement; (cSection 8(b) for only that amount of Company Indemnified Liabilities as does not exceed the Assumed Liabilities; (d) net proceeds to such Buyer as a result of the sale of Securities and Conversion Shares held by such Buyer. To the extent that the foregoing undertaking by a Buyer may be unenforceable for any claim byreason, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of such Buyer employed in connection with shall make the Business and arising after the Closing Date. Notwithstanding anything herein contained maximum contribution to the contrarypayment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law; provided, other than indemnification with respect to claims however, that any Buyer shall not be jointly liable for the failure indemnification obligations of any other Buyer or investor and the Buyer subject to satisfy the Assumed Liabilities, Buyer shall have no an indemnification obligation shall be liable under this Section 8(b) for only that amount of Company Indemnified Liabilities as does not exceed the net proceeds to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to such Buyer later than the twelve-month anniversary as a result of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure sale of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, Securities and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained Conversion Shares held by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierBuyer.

Indemnification by Buyer. Following the Closing and subject to the terms and conditions of Article VIII and this Article IX, the Buyer agrees to indemnify Group will indemnify, defend and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Group from and against any and all Damages actually incurred by the Seller Group based upon or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificatecontained in Article V, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform of any covenant of its covenants or obligation of Buyer set out in this Agreement; agreements contained herein, (c) any Company Financial Assurance Instruments or Seller Credit Support Obligations issued in connection with the Assumed Liabilities; business of the Company Group that remains outstanding after the Closing Date, including (i) as a result of Parent, Seller, or any of their Affiliates being required to make any payment thereunder, and (ii) all of Parent’s and Seller’s costs and expenses of continuing to maintain such Company Financial Assurance Instruments or Seller Credit Support Obligations after the Closing Date, (d) any claim by, or suit brought against the Seller Group at any time on behalf or after the Closing Date relating to actions taken by Buyer or any member of the Company Group on or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained , including any claim or suit under the WARN Act to the contrary, other than indemnification with respect to claims for the failure extent of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification Buyer’s obligation to indemnify the Seller Group pursuant to Section 6.10 or any other requirement under Section 10.3: (i) with respect applicable Law which relates to actions taken by Buyer or the Company Group, at any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of time on or after the Closing Date. With respect , with regard to indemnification under Section 10.3 for claims for the failure any site of employment or one or more facilities or operating units within any site of employment of Buyer or the Company Group, and (e) the ownership or operation by Seller after the Closing and prior to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely Delayed Closing Date of the NJDEP Subsidiaries (except to the extent reduced by applicable statutes attributable to the gross negligence or willful misconduct of limitationSeller), there shall be no minimum threshold. Any party providing indemnification pursuant to this Article IX is referred to herein as an “Indemnifying Party”, and Seller shall be entitled any party seeking indemnification pursuant to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party this is referred to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierherein as an “Indemnified Party”.

Indemnification by Buyer. 5.1 In order to induce Seller to sell the Sale Assets pursuant to this Agreement, Buyer agrees to that it will indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any claims, demands, causes of the actions and liabilities asserted against Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising Sale Assets that accrue as a result of Buyer’s actions after the Closing Date. Notwithstanding anything herein contained (any such claim, demand, cause of action or liability subject to the contraryforegoing indemnity by Buyer shall be referred to herein as a “Buyer Indemnification Claim”). 5.2 Buyer’s obligation to indemnify Seller shall be subject to the following terms and conditions: A. Within thirty (30) days following Seller’s receipt of notice of any Buyer Indemnification Claim, other than indemnification with respect to claims for the failure Seller shall notify Buyer in writing of such Buyer to satisfy the Assumed LiabilitiesIndemnification Claim. Upon receipt of such notice, Buyer shall have no indemnification obligation undertake defense of the Buyer Indemnification Claim and Buyer shall confirm to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to in writing that Buyer later than the twelve-month anniversary accepts defense of the Closing Date. With respect Buyer Indemnification Claim. B. If Buyer fails to indemnification under Section 10.3 for claims for the failure notify Seller in writing within ten (10) days following Buyer’s receipt of a written notice of a Buyer to satisfy the Assumed LiabilitiesIndemnification Claim, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and then Seller shall be entitled to first dollar indemnificationundertake defense of the Buyer Indemnification Claim and Buyer shall reimburse Seller on demand for all costs, fees and expenses incurred by Seller in connection with such defense of the Buyer Indemnification Claim. In no event However, Buyer shall have a right to take over defense of the Buyer Indemnification Claim, at Buyer’s indemnification obligation under Section 10.3 exceed sole cost and expense, by delivering written notice to Seller to that effect. Seller agrees to cooperate with the sum transition of the Purchase Price. In case any event shall occur which would otherwise entitle either party defense of the Buyer Indemnification Claim to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierBuyer.

Indemnification by Buyer. In consideration of the Company's execution and delivery of the Transaction Documents and the Company's performance of the transactions contemplated thereunder, each Buyer agrees to shall severally but not jointly defend, protect, indemnify and defend Sellerhold harmless the Company, its officersofficers and directors (collectively, directorsthe "Company Indemnitees") from and against any and all actions, shareholderscauses of action, agents suits, claims, losses, costs, penalties, fees, liabilities and each of its damages, and their Affiliates expenses in connection therewith and including reasonable attorneys' fees and disbursements (the “Seller "Company Indemnified Parties”) againstLiabilities"), and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Company Indemnitee as a result of, or arising out of any of the following: of, or relating to (a) any material representation or breach of or any inaccuracy in any representation or warranty made by such Buyer pursuant to this Agreement in the Transaction Documents or any other certificate, documentinstrument or document contemplated hereby or thereby, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any material breach of or failure by Buyer to perform any covenant covenant, agreement or obligation of such Buyer set out contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; provided, however, that any Buyer shall not be jointly liable for the indemnification obligations of any other Buyer or investor and the Buyer subject to an indemnification obligation shall be liable under this Agreement; (cSection 8(b) for only that amount of Company Indemnified Liabilities as does not exceed the Assumed Liabilities; (d) net proceeds to such Buyer as a result of the sale of Securities and Conversion Shares held by such Buyer. To the extent that the foregoing undertaking by a Buyer may be unenforceable for any claim byreason, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of such Buyer employed in connection with shall make the Business and arising after the Closing Date. Notwithstanding anything herein contained maximum contribution to the contrarypayment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law; provided, other than indemnification with respect to claims however, that any Buyer shall not be jointly liable for the failure indemnification obligations of any other Buyer or investor and the Buyer subject to satisfy the Assumed Liabilities, Buyer shall have no an indemnification obligation shall be liable under this Section 8(b) for only that amount of Company Indemnified Liabilities as does not exceed the net proceeds to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to such Buyer later than the twelve-month anniversary as a result of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure sale of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, Securities and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained Conversion Shares held by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierBuyer.

Indemnification by Buyer. Buyer (referred to herein as the “Indemnifying Party”) agrees to defend, indemnify and defend hold harmless Seller, its officersany parent, directorssubsidiary or affiliate of Seller and any director, shareholdersofficer, agents and each employee, stockholder, agent or attorney of its and their Affiliates Seller or of any parent, subsidiary or affiliate of Seller (the each, an “Seller Indemnified PartiesParty”) against, from and agrees to hold it against and them harmless from, in respect of any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising Loss which arises out of any of the followingor results from: (a) 11.2.1 any breach by CMGR or CFG of or any inaccuracy in any covenant, representation or warranty made by Buyer herein; 11.2.2 the use and exploitation of the Assets after the Closing, including any actions pursuant to this Agreement Sections 6.4 and/or 7.6 above; 11.2.3 Claims by third parties with respect to any of the Assets arising out of the transfer of the Assets with or any certificate, document, writing or instrument delivered by Buyer without the consent of a third party as may be required pursuant to the terms and conditions of a third party’s agreement(s) with Liberation or Liberation’s predecessor(s)-in-interest (other than Storage Costs and any other costs and expenses which Seller agrees to bear under this Agreement), it being expressly understood and agreed that Buyer's indemnification pursuant to Section 11 shall not extend to any liabilities arising from or out of Liberation’s and/or Seller’s business activities that took place prior to the Closing;. (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) 11.2.4 the Assumed Liabilities;; and 11.2.5 Any costs of removal (d) any claim byexcluding Storage Costs), or on behalf of or with respect topost-Closing holdover costs, damages and expenses and any obligation injuries incurred by or liability in connection with Buyer’s access to and use of the premises of the Seller or loss relating toof Liberation in connection with due diligence and/or the transfer and removal of the Assets as contemplated herein. 11.2.6 As additional security to assure Seller that the Buyer fully complies with its obligations to Seller as set forth in this Section 11, employees Buyer shall at its own expense, establish a stock reserve account (the “Reserve Account”) in the name of a mutually approved Escrow Agent (the “Escrow Agent”) with the transfer agent of CMGR stock (“Transfer Agent”) into which Reserve Account Buyer employed shall deposit on the Closing Date a sufficient number of registered shares of CMGR common stock having a market value of at least One Hundred Thousand Dollars ($100,000.00) (the “Reserved Shares”) for sale of said Reserved Shares in accordance with the procedures set forth below. The Reserved Shares shall be sold from time to time by the Escrow Agent as may be necessary to reimburse Seller for all Covered Legal Expenses, as defined below. The parties will negotiate in good faith and enter into standard Escrow and Reserve agreements within two business days following the Closing Date, which shall contain, among other provisions, the deposit of the Reserved Shares with the Transfer Agent in the name of the Escrow Agent and the periodic sale thereof by the Escrow Agent in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation payment to Seller under Section 10.3: of its Covered Legal Expenses and the circumstances that would trigger the termination of the Escrow Agreement, as further described below. For purposes of the Reserve Account, "Covered Legal Expenses" shall mean the reasonable, actual, out-of-pocket legal fees and expenses incurred by Seller in connection with any Legal Action against any Seller Party. Five (i5) with respect business days after receipt by Escrow Agent and Buyer of reasonable documentation of such Seller Legal Expenses, Escrow Agent shall initiate the sale of the requisite amount of Reserved Shares to any claim pay for such Covered Legal Expenses and pay to Seller cash via wire transfer of which Seller gives notice immediately available funds an amount equal to such Covered Legal Expenses. Upon the earlier of (a) Seller’s written acknowledgement to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for that all such potential claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party resolved to the extent of (i) any tax savings realized by such party with respect theretoSeller’s satisfaction, or (iib) any after-tax proceeds received by such party one (1) year from any third partythe date of this Agreement, including but not limited the Escrow Agent will return all unsold Reserved Shares to any insurance carrierBuyer, and close the Reserve Account and the Escrow Account, and the obligations of the Buyer to the Seller pursuant to this Section 11.2.6. shall cease and terminate.

Indemnification by Buyer. Buyer agrees to indemnify From and after the Closing Date, BUYER shall indemnify, hold harmless and defend SellerSELLER from and against all claims, its officerslosses, directorsliabilities, shareholdersdemands and obligations, agents including without limitation reasonable attorneys' fees and each of its and their Affiliates operating expenses which SELLER may receive, suffer, or incur in connection with (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (ai) any breach of or any inaccuracy in any representation or warranty losses incurred by SELLER related to SELLER's compliance with instructions from BUYER made by Buyer pursuant to Section 7.04 of this Agreement and not related to any negligence or any certificatemalfeasance on the part of SELLER and (ii) operations and transactions occurring after the Closing and which involve the Assets transferred, document, writing the Deposit Liabilities or instrument delivered by Buyer Office Loans and the other obligations and liabilities assumed pursuant to this Agreement; (b) any breach . The obligations of or failure by Buyer to perform any covenant or obligation of Buyer set out in BUYER under this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer Section 8.04 shall have no indemnification obligation to Seller under Section 10.3: be contingent upon SELLER giving BUYER written notice (i) with respect of the receipt by SELLER of any process and/or pleadings in or relating to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary actions, suits or proceedings of the Closing Date. With respect kinds described in this Section 8.04, including copies thereof, and (ii) of the assertion of any claim or demand relating to indemnification under Section 10.3 for claims for the failure of Buyer Assets transferred to satisfy and/or the Assumed LiabilitiesDeposit Liabilities or Office Loans and the other obligations and liabilities assumed by BUYER on or after the Closing, such indemnification obligations shall continue indefinitely (except including, to the extent reduced known to SELLER, the identity of the person(s) or entity(ies) asserting such claim or making such demand and the nature thereof, and including copies of any correspondence or other writings relating thereto. All notices required by applicable statutes of limitation), there the preceding sentence shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum given within fifteen (15) days of the Purchase Pricereceipt by SELLER of any such process or pleadings or any oral or written notice of the assertion of any such claims or demands. In case any event BUYER shall occur which would otherwise entitle either party to assert a claim for indemnification hereunderhave the right, no loss shall be deemed to have been sustained by such party subject to the extent provisions of (i) Section 8.05 hereof, to take over SELLER's defense in any tax savings realized by such party with respect theretoactions, suits, or (ii) proceedings through counsel selected by BUYER, to compromise and/or settle the same and to prosecute any after-tax proceeds received by such party from available appeals or review of any third party, including but not limited to any insurance carrieradverse judgment or ruling that may be entered therein. The covenants and obligations of BUYER hereunder shall survive the Closing.

Indemnification by Buyer. Subject to the other provisions of this ARTICLE 11 (Indemnification; Remedies), from and after Closing, Buyer agrees to indemnify will indemnify, defend and defend Sellerhold harmless Seller Parties and their respective Affiliates, its officers, directorsdirectors and employees (collectively, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) againstfor any Damages, and agrees to hold it and them harmless from, any Losses incurred or suffered the extent caused by any of the Seller Indemnified Parties relating to or arising out of any of the following: from: (a) any breach of or any inaccuracy in any representation or warranty made by of Buyer pursuant to contained in this Agreement or any certificatethe Other Transaction Documents, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out contained in this Agreement; Agreement or the Other Transaction Documents, (c) any Liabilities under the Assumed Liabilities; Welichem Agreement to the extent arising on or after the Closing Date or relating to any period on or after the Closing Date, (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller (e) any Third Party Claim based on or alleging infringement or misappropriation of such Third Party’s intellectual property arising under Section 10.3: or resulting from the Development, Manufacture or Commercialization of any Compound or Product after the Closing, or (if) with respect to any claim of which Seller gives notice to Buyer later than personal injury, death or property damage resulting from the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed LiabilitiesDevelopment, such indemnification obligations shall continue indefinitely Manufacture (except to the extent reduced of Manufacture by applicable statutes Seller Parties or their Affiliates pursuant to the Supply Agreements) or Commercialization of limitation)any Compound or Product arising from the Development, there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party Manufacture (except to the extent of Manufacture by Seller Parties or their Affiliates pursuant to the Supply Agreements) or Commercialization of such Compound or Product after the Closing. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (iI) any tax savings realized by such party with respect thereto, or IS NOT MATERIAL AND (iiII) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierWOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.

Indemnification by Buyer. In consideration of the Company's execution and delivery of the Transaction Documents and the Company's performance of the transactions contemplated thereunder, the Buyer agrees to shall severally and not jointly defend, protect, indemnify and defend Sellerhold harmless the Company, its officersofficers and directors (collectively, directorsthe "COMPANY INDEMNITEES") from and against any and all actions, shareholderscauses of action, agents suits, claims, losses, costs, penalties, fees, liabilities and each of its damages, and their Affiliates expenses in connection therewith and including reasonable attorneys' fees and disbursements (the “Seller Indemnified Parties”) against"COMPANY INDEMNIFIED LIABILITIES"), and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Company Indemnitee as a result of, or arising out of any of the following: of, or relating to (a) any material representation or breach of or any inaccuracy in any representation or warranty made by the Buyer pursuant to this Agreement in the Transaction Documents or any other certificate, documentinstrument or document contemplated hereby or thereby, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any material breach of or failure by Buyer to perform any covenant covenant, agreement or obligation of the Buyer set out contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; provided, however, that the Buyer shall not be jointly liable for the indemnification obligations of any other Buyer or investor and the Buyer subject to an indemnification obligation shall be liable under this Agreement; (cSection 8(b) for only that amount of Company Indemnified Liabilities as does not exceed the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained net proceeds to the contraryBuyer as a result of the sale of Common Shares held by the Buyer. To the extent that the foregoing undertaking by a Buyer may be unenforceable for any reason, other than indemnification with respect the Buyer shall make the maximum contribution to claims the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law; provided, however, that the Buyer shall not be jointly liable for the failure indemnification obligations of any other Buyer or investor and the Buyer subject to satisfy the Assumed Liabilities, Buyer shall have no an indemnification obligation shall be liable under this Section 8(b) for only that amount of Company Indemnified Liabilities as does not exceed the net proceeds to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to the Buyer later than the twelve-month anniversary as a result of the Closing Date. With respect to indemnification under Section 10.3 for claims for sale of Common Shares held by the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. Buyer agrees to indemnify will indemnify, defend and defend Sellerhold harmless Insignia and IESG and their respective officers, its officersmanagers, directors, shareholderscontrolling persons, agents and each of its and their Affiliates affiliates (collectively, the “"Seller Indemnified Parties”) againstPersons"), and agrees will pay to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Persons, the amount of, any loss, liability, Claim, damage, cost or arising out expense (including the reasonable costs of any of the followinginvestigation and defense and reasonable attorneys' fees), whether or not involving a third-party Claim (collectively, "Seller Loss") arising, directly or indirectly, from or in connection with: (a) any breach Breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to in this Agreement; (b) any breach of or failure Breach by Buyer to perform of any covenant or obligation of Buyer set out in this Agreement; (c) any conduct, action, or inaction of either or both of the Assumed Companies occurring, arising or related to the period after the Closing, to the extent attributable to such period, or any circumstance related to the operation, management or ownership of the Companies, occurring, arising or related to the period after the Closing (whether known or unknown on the Closing Date), to the extent attributable to such period, and including liability arising in connection with the Continuing Liabilities, except to the extent such conduct, action or inaction of either or both of the Companies is also a Breach of a representation or warranty made by a Seller Party in this Agreement; (d) any claim by, failure to obtain a consent from or on behalf give notice to any Person pursuant to any Applicable Contract consisting of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed a real property lease that is required in connection with the Business Contemplated Transactions; or (e) any failure to pay the Continuing Liabilities, as such Continuing Liabilities become due. The indemnification obligations of Buyer pursuant to Sections 10.3(c) and arising (e) exist whether or not such obligations may also arise as a Breach under Sections 10.3(a) or (b) above, or whether the survival period for any representations or warranties has expired. Except as expressly set forth herein, the remedies provided for in this Section 10.3 only apply after the Closing Date. Notwithstanding anything herein contained and are the sole and exclusive remedies of the Seller Parties and the other Seller Indemnified Persons after the Closing in respect of the subject matter hereof, except that the remedies provided in this Section 10.3 will not be exclusive of or limit any other remedies that may be available to the contrary, Seller Parties or the other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of Indemnified Persons arising from (i) any tax savings realized fraud, deceit, or intentional misrepresentation by such party with respect theretoBuyer, (ii) arising from a breach of a covenant to be performed by Buyer under the terms of this Agreement prior to, at, or after the Closing, or (iiiii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierliability under federal securities laws and regulations.

Indemnification by Buyer. (a) Buyer agrees to indemnify indemnify, defend and defend Sellerhold harmless Holdings and its affiliates and their shareholders, its officerspartners, directors, shareholdersofficers, agents employees, agents, successors and each assigns (a "Buyer Indemnified Party"), from and against all losses, damages, liabilities, deficiencies or obligations including, without limitation, (i) all Losses to which they may become subject as a direct result of: (x) any and all misrepresentations or breaches of its a representation herein or warranty or the nonperformance or breach of any covenant or agreement of Buyer contained herein; (y) the Liabilities that are not Excluded Liabilities; or (z) the ownership and their Affiliates operation of the assets of Midwest and the CATV Business after the Closing and (ii) any Taxes for which Buyer is responsible under Section 10.05 hereof. Any obligations of Buyer under the “Seller provisions of this Article shall be paid in cash promptly to a Buyer Indemnified Parties”) againstParty by Buyer. Notwithstanding anything contained herein to the contrary, the indemnification provided above shall apply as to any particular indemnity claim or series of related indemnity claims only to the extent that, and agrees only if, such indemnity claim or series of related indemnity claims equals or exceeds $100,000. In any event, the maximum aggregate amount that Buyer will be required to hold it pay under this Section 10.03(a) and them harmless from, any Losses incurred or suffered by any under Section 10.03(a) of the Seller Indemnified Parties relating to or arising out Asset Purchase Agreement in respect of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made all claims by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;all parties under both agreements is $250 million. (b) In the event that Buyer elects to proceed to Closing at any breach time that approvals and consents of Governmental Authorities to transfer franchises which represent less than 90% of the Combined Basic Subscribers shall not have been obtained, and prior to Closing Holdings and Midwest give written notice to Buyer and Merger Sub that they desire not to proceed to Closing, Buyer agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties, from and against all losses, damages, liabilities, deficiencies or failure by Buyer obligations including, without limitation, all Losses to perform any covenant or obligation which they may become subject as a result of Buyer set out in this Agreement;such election. (c) In no event will a claim to be indemnified by Buyer under the Assumed Liabilities; (d) any claim byAsset Purchase Agreement be entitled to indemnification under this Agreement. Holdings further acknowledges and agrees that, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after should the Closing Date. Notwithstanding anything herein contained to the contraryoccur, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) its sole and exclusive remedy with respect to any claim of which Seller gives notice and all claims relating to Buyer later than this Agreement and the twelve-month anniversary transactions contemplated hereby shall be pursuant to the indemnification provisions set forth in this Section 10.03. In furtherance of the Closing Date. With respect foregoing, Holdings hereby waives, from and after the Closing, to indemnification the fullest extent permitted under Section 10.3 for applicable law, any and all rights, claims for the failure and causes of action it may have against Buyer to satisfy the Assumed Liabilitiesand its affiliates arising under or based upon any Federal, such indemnification obligations shall continue indefinitely state, local or foreign statute, law, ordinance, rule or regulation or otherwise (except pursuant to the extent reduced by applicable statutes of limitationindemnification provisions set forth in this Section 10.03), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. Except for the limited indemnification provided by Seller in Article 12(c) below, Buyer hereby assumes and agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid and discharge) all claims, obligations and liabilities, known or unknown, with respect to the Properties, regardless of whether such obligations or liability arose prior to, on, or after the Effective Time, including claims, obligations and liabilities relating in any manner to the Material Contracts, or the condition, use or ownership of the Properties. Buyer shall be solely liable and responsible to the Operators of the Properties for its proportionate share of all cost associated with the plugging and abandoning of all W▇▇▇▇ and facilities now located or hereafter drilled or placed on the Properties by the Operators thereof, and any surface restoration or environmental clean-up or Environmental Liability associated therewith. Buyer shall also indemnify and defend Sellerhold Seller harmless, its it affiliates, and each of their respective officers, members, managers, partners, directors, shareholdersemployees, agents and each of its and their Affiliates representatives (hereinafter referred to as the “Seller Indemnified Parties”) againstagainst any and all liabilities, damages, losses, costs and agrees to hold it expenses (including reasonable attorneys’ and them harmless from, any Losses consultants’ fees and expenses) incurred or suffered by any of the Seller Indemnified Parties as a result of, relating to to, or arising out of Buyer’s desire to physically access the Properties prior to Closing, then any and all claims for personal injuries to or death of the following: (a) any breach of Buyer’s employees, contractors, agents, consultants or representatives, or any inaccuracy in any representation damage to Buyer’s property or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or others acting on behalf of Buyer, regardless of whether such claims arise out of or with respect toresult in whole or in part from the condition of the Properties or Seller’s (or its Affiliates, or its or their employees’, agents’, contractors’, successors’ or assigns’) sole or concurrent negligence or fault; and any and all claims for personal injuries to or death of employees of Seller, its Affiliates or Third Parties, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained damage to the contraryProperty or Properties of Seller, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilitiesits Affiliates or Third Parties, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced caused by applicable statutes the negligence, gross negligence or willful misconduct of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.;

Indemnification by Buyer. Subject to the terms and conditions of this Section 6.03, Buyer agrees to indemnify shall indemnify, defend and defend Sellerhold harmless the Sellers (collectively, its officers, directors, shareholders, agents the “Sellers Shareholder Indemnitees”) from and each against any and all Damages incurred by any the Sellers Shareholders by reason of or resulting from any breach by Buyer of any of its representations, warranties, covenants or agreements contained in this Agreement (collectively “Sellers Shareholder Claims”). Notwithstanding the foregoing, the indemnification obligations of Buyer pursuant to this Section 6.03 shall be subject to the following limitations: (i) No indemnification shall be required to be made by Buyer pursuant to this Section 6.03 with respect to any Sellers Shareholder Claims to the extent that the aggregate amount of Damages incurred by the Sellers Shareholder Indemnitees exceeds One Hundred Thousand Dollars ($100,000.00) in total amount. (ii) No indemnification shall be required to be made by Buyer pursuant to this Section 6.03 with respect to any Sellers Shareholder Claims unless and their Affiliates until the aggregate amount of Damages incurred by the Sellers Shareholder Indemnitees with respect to all Sellers Shareholders Claims exceeds Two Hundred and Fifty Thousand and No/100 Dollars ($250,000.00), it being agreed and understood that, if such amount is exceeded, Buyer shall not be liable to the full extent of such Damages but shall be liable only to the extent that the aggregate amount of Damages incurred by the Sellers Shareholder Indemnitees exceeds Two Hundred and Fifty Thousand and No/100 Dollars ($250,000.00). (iii) The amount of Damages required to be paid by Buyer to the Sellers Shareholder Indemnitees pursuant to this Section 6.03 as a result of any Sellers Shareholder Claim shall be reduced to the extent of any amounts to which the Sellers Shareholder Indemnitees are entitled to receive pursuant to the terms of the insurance policies (if any) covering such Sellers Shareholder Claim. (iv) The amount of Damages required to be paid by Buyer to the Sellers Shareholder Indemnitees pursuant to this Section 6.03 as a result of any Sellers Shareholder Claim shall be reduced by the amount of any Tax benefit actually realized by the Sellers Shareholder Indemnitees as a result of such Sellers Shareholder Claim (the “Seller Indemnified PartiesSellers Shareholder Claim Reduction Amount”). (v) against, and agrees No indemnification shall be required to hold it and them harmless from, be made by Buyer pursuant to this Section 6.03 with respect to any Losses incurred Sellers Shareholder Claim arising out of or suffered by any resulting from the breach of the Seller Indemnified Parties representations and warranties of Buyer contained in Article III if Buyer can establish that the Sellers or Company had actual knowledge on or before the Closing Date of the event, occurrence, condition or circumstance constituting such breach. (vi) The indemnification obligations of Buyer pursuant to this Section 6.03 shall be limited to actual damages and shall not include incidental, consequential, indirect, punitive or exemplary damages. (vii) All indemnification obligations of Buyer shall be made in shares of Buyer Common Stock having a fair market value based upon the 60-Day Average Adjusted Price equal to the amount of such obligation. (viii) No indemnification shall be required for any Sellers Shareholder Claims relating to or arising out of any the liquidation and dissolution of the following: (a) any breach of Sellers or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificateCompany, documentincluding, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim bywithout limitation, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure or delay of Buyer Sellers or Company to satisfy effect or consummate such liquidation and dissolution or the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim tax treatment of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, liquidation and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierdissolution.

Indemnification by Buyer. (a) From and after the Closing, Buyer agrees to indemnify in full Sellers and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless against any Loss, incurred prior to the date referred to in Section 11.4, arising from, relating to or constituting (i) any Losses incurred breach or suffered by inaccuracy in any of the Seller Indemnified Parties relating to or arising out representations and warranties of any of the following: (a) any breach of Buyer contained in this Agreement or any inaccuracy in any representation closing certificate delivered by or warranty made by on behalf of Buyer pursuant to this Agreement or (ii) any certificate, document, writing or instrument delivered by breach of any of the agreements of Buyer pursuant to contained in this Agreement;Agreement (“Seller Losses”). (b) any breach Buyer will be liable to Sellers for Sellers Losses pursuant to Section 11.2(a) (i) only if the aggregate amount of all Sellers Losses attributable to Section 11.2(a)(i) exceeds $500,000 (five hundred thousand dollars) (the “Sellers’ Basket Amount”), in which case Buyer will be liable for the aggregate amount of all such Sellers Losses; provided, that, the Buyer’s liability will be limited to those circumstances described in Section 11.2(a)(i) and 11.2(a)ii from Sellers Losses arising from fraud or failure intentional misrepresentation (dolo, m▇▇▇ ▇▇, culpa) by Buyer to perform any covenant in connection with this Agreement or obligation of Buyer set out in this Agreement;the transactions contemplated hereby. (c) Buyers will not be liable to Sellers for indemnification pursuant to this Agreement in an aggregate amount in excess of the Assumed Liabilities;Purchase Price. (d) any If Sellers have a claim byfor indemnification under this Section 11.2, Sellers will deliver to Buyer one or on behalf more written notices of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained Sellers Losses prior to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month first anniversary of the Closing Date. With Buyer will have no liability under this Section 11.2 unless the written notices required by the preceding sentence are given in a timely manner. Any written notice will state in reasonable detail the basis for such Sellers Losses to the extent then known by Sellers and the nature of Sellers Loss for which indemnification is sought, and it may state the amount of Sellers Loss claimed. If such written notice (or an amended notice) states the amount of Sellers Loss claimed and Buyer notifies Sellers that Buyer does not dispute the claim described in such notice or fails to notify Sellers within twenty (20) Business Days after delivery of such notice by Sellers whether Buyer disputes the claim described in such notice, Sellers Loss in the amount specified in Sellers’ notice will be admitted by Buyer, and Buyer will pay the amount of such Sellers Loss. If Buyer has timely disputed its liability with respect to such claim, Buyer and Sellers will proceed in good faith to negotiate a resolution of such dispute. If a written notice does not state the amount of Sellers Loss claimed, such omission will not preclude Sellers from recovering from Buyer the amount of Sellers Loss with respect to the claim described in such notice if any such amount is promptly provided once determined. In order to assert its right to indemnification under this Article XI, Sellers will not be required to provide any notice except as provided in this Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation11.2(d), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. (a) All representations and warranties of Buyer contained herein, or in any agreement, certificate or document executed by Buyer in connection herewith, shall survive the Closing for a period of two (2) years. All information contained in any Schedule furnished hereunder by Buyer shall be deemed a representation and warranty by Buyer made in this Agreement as to the accuracy of such information. (b) Subject to Section 10.18, Buyer agrees to indemnify and defend Sellerhold harmless Sellers and their respective stockholders, its officers, directorsemployees, shareholdersagents, agents successors and each of its and their Affiliates assigns (the “Seller Indemnified Parties”) against"SELLER INDEMNITEES"), from and agrees to hold it against any and them harmless from, any all Losses incurred or in connection with, suffered by any of the Seller Indemnified Parties relating to them, or asserted against any of them, arising out of any or based upon (i) the breach or failure of the following: (a) any breach of or any inaccuracy in any representation or warranty of Buyer contained herein, or in any agreement, certificate or document executed by Buyer in connection herewith, to be true and correct, (ii) the breach of any covenant or agreement of Buyer contained in this Agreement, (iii) Buyer's failure to discharge the Liabilities, (iv) any arrangements or agreements made or alleged to have been made by Buyer pursuant to this Agreement with any broker, finder or other agent in connection with the transactions contemplated hereby, or (v) any certificate, document, writing event or instrument delivered action by Buyer pursuant to this Agreement; (b) any breach of or failure to act by Buyer, occurring with respect to the Assets or the Businesses subsequent to the Closing Date but only to the extent that Buyer is not entitled to perform indemnification from any covenant of the persons or obligation entities referred to in Section 7.8 of Buyer set out in this Agreement;the Merger Agreement with respect to such event, action or failure to act. (c) the Assumed Liabilities; (d) any No claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than for indemnification with respect to claims for a breach of a representation and warranty shall be made by any Seller Indemnitee under this Agreement after the failure of Buyer applicable Survival Date unless prior to satisfy such Survival Date the Assumed Liabilities, Buyer Seller Indemnitee shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim given Buyer written notice of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no based upon actual loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect theretosustained, or (ii) potential loss anticipated, as a result of the existence of any after-tax proceeds received by claim, demand, suit, or cause of action against such party from any third party, including but not limited to any insurance carrierSeller Indemnitee.

Indemnification by Buyer. Buyer agrees to indemnify shall indemnify, defend and defend hold harmless Seller, its Affiliates, and their respective agents, representatives, officers, members, directors, shareholdersemployees, agents partners, and each of its and their Affiliates equity holders (the each, a “Seller Indemnified PartiesPerson”) from, against, and agrees with respect to hold it any and them harmless all Losses resulting from, any Losses incurred arising out of or suffered by in connection with any of the Seller Indemnified Parties relating to or arising out of any of the following:following (in each case, without duplication): (a) any breach or inaccuracy of or any inaccuracy in any representation or warranty made by of Buyer pursuant to contained in this Agreement or any certificate, document, writing or instrument (including the schedules and exhibits attached hereto and the certificates delivered by Buyer pursuant to this Agreementhereto); (b) any breach of breach, or any failure by Buyer to perform or observe, any covenant of, or obligation of any agreement to be performed or observed by, Buyer set out contained in this Agreement; (c) amounts paid and expenses incurred by Seller or any of its Subsidiaries, as applicable, pursuant to or in connection with the Assumed Liabilities;Guaranty, dated as of November 1, 2006, executed by Ascent Media Group, LLC in favor of Sage Realty Corporation resulting from a breach of that certain lease by and between the Company and Sage Realty Corporation following the Closing; or (d) any claim by, or on behalf Taxes of or the Company with respect to, to any Tax year or portion thereof ending after the Closing Date (or for any Tax year beginning before and any obligation or liability or loss relating to, employees ending after the Closing Date to the extent allocable (as determined below) to the portion of Buyer employed in connection with the Business and arising such period beginning after the Closing Date. Notwithstanding anything herein contained to the contrary); provided that, other than indemnification with respect to claims for the failure purposes of Buyer to satisfy this Section 8.3(d), in the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (ibut does not end on) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for , the failure portion of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except Tax that relates to the extent reduced by applicable statutes portion of limitation)such Tax period beginning the day immediately following the Closing Date shall (A) in the case of any Taxes other than Taxes based upon or related to income or receipts, there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained be the amount of such Tax for the entire Tax period multiplied by such party a fraction the numerator of which is the number of days in the Tax period beginning on the day immediately following the Closing Date and the denominator of which is the number of days in the entire Tax period, and (B) in the case of any Tax based upon or related to income or receipts, be deemed equal to the extent of (i) any tax savings realized amount which would by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierpayable if the relevant Tax period began on the day immediately following the Closing Date.

Indemnification by Buyer. (a) Buyer agrees to indemnify indemnify, defend and defend hold harmless Seller, its Affiliates (other than the Companies) and their respective officers, directors, shareholdersmanagers, agents employees, agents, representatives, members, partners and each of its and their Affiliates stockholders (collectively the “Seller Indemnified Parties”) againstagainst any Loss, arising from, relating to or constituting (i) any breach or inaccuracy in any of the representations and warranties of Buyer contained in Article V or any closing certificate delivered by or on behalf of Buyer pursuant to this Agreement or (ii) any breach of any of the covenants or other agreements of Buyer contained in this Agreement (clauses (i) through (ii), collectively, “Seller Losses”). (b) Notwithstanding anything to the contrary in this Agreement, except for Buyer’s obligation to pay the Purchase Price to Seller in accordance with Section 2.2(a) and Seller Losses arising from fraud or intentional misrepresentation on the part of Buyer, in no event shall Buyer be liable for aggregate Seller Losses in excess of the Purchase Price. (c) If a Seller Indemnified Party has a claim for indemnification under this Section 8.2, Seller will deliver to Buyer one or more written notices of Seller Losses prior to the prior to the date that is [*] immediately following the Closing. Buyer will have no liability under this Section 8.2 unless the written notices required by the preceding sentence are given by the applicable deadline. Any written notice will state in reasonable detail the basis for such Seller Losses to the extent then known by Seller and the nature of the Seller Loss for which indemnification is sought, and agrees to hold it and them harmless fromthe amount of the Seller Loss claimed, any Losses incurred or suffered if then known by any of the Seller Indemnified Parties relating to Parties. If such written notice (or arising out of any an amended notice) states the amount of the following: (a) Seller Loss claimed and Buyer notifies Seller that Buyer does not dispute the claim described in such notice or fail to notify Seller within 20 Business Days after delivery of such notice by Seller whether Buyer disputes the claim described in such notice, the Seller Loss in the amount specified in Seller’s notice will be admitted by Buyer, and Buyer will pay the amount of such Seller Loss to Seller. If Buyer has timely disputed its liability with respect to such claim, Buyer and Seller will proceed in good faith to negotiate a resolution of such dispute for at least 30 days after delivery of Buyer’s notice, after which the Parties may pursue any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant remedy available to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to them under this Agreement; (b) . If a written notice does not state the amount of the Seller Loss claimed, such omission will not preclude Seller from recovering from Buyer the amount of Seller Loss with respect to the claim described in such notice if any breach of or failure by Buyer such amount is promptly provided once determined. In order to perform assert its right to indemnification under this Article VIII, Seller will not be required to provide any covenant or obligation of Buyer set out notice except as provided in this Agreement; (c) the Assumed Liabilities;Section 8.2(c). (d) Buyer will pay the amount of any claim by, or Seller Loss to Seller (on behalf of or with respect to, the applicable Seller Indemnified Party) in cash within 10 Business Days following the determination of Buyer’s liability for and any obligation or liability or loss relating to, employees the amount of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained a Seller Loss (whether such determination is made pursuant to the contraryprocedures set forth in this Section 8.2, other than indemnification with respect to claims for the failure of by agreement between Seller and Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced or by applicable statutes of limitationCourt Direction), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. (a) Subject to the limitations set forth in Section 11.2(b), following the Initial Closing, Buyer agrees to shall indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, against any Losses suffered or incurred or suffered by any of the Seller Indemnified Parties relating to or as a result of, arising out of any of the followingor relating to: (ai) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to contained in this Agreement;; or (bii) any breach of or failure to perform a covenant or agreement by Buyer to perform any covenant or obligation of Buyer set out contained in this Agreement;; or (iii) any Assumed Liability; or (iv) any liability of Seller for Taxes arising out of or in connection with the Assets, or the ownership or operation of the Assets or Assumed Liabilities, following the relevant Closing Date, or Taxes for which Buyer is responsible pursuant to Section 3 or Section 12; or (v) any liability or obligations of Seller in respect of the guarantees, obligations or other liabilities of Seller described in Section 8.2. (b) For the purposes of this Section 11.2, in computing Losses, the amount of each claim shall be deemed to be an amount net of any insurance proceeds and any indemnity, contribution or other similar payment actually received by or for the benefit of Seller from Buyer or any third party with respect thereto. Notwithstanding the preceding sentence, to the extent Seller actually receives a Tax Recovery or Mitigation Amount in respect of or as a result of a claim arising under this Section 11.2 for which payment has already been made by or on behalf of Buyer, Seller shall, promptly following receipt of such Tax Recovery or Mitigation Amount, refund the amount or value of such duplicative or excess Tax Recovery or Mitigation Amount to Buyer. (c) Buyer shall not be liable hereunder to any other person (including Seller) for any consequential, incidental, special, exemplary or punitive damages, including lost profits or damages determined as a multiple of income, revenue or the Assumed Liabilities;like, relating to the breach or alleged breach of any representation, warranty, covenant or agreement in this Agreement or any other Transaction Document. (d) any claim byFollowing the Initial Closing, or on behalf in the absence of or with respect toBuyer's fraud, Seller's sole and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) exclusive remedy with respect to any claim claims relating to the subject matter of which Seller gives notice to Buyer later than this Agreement or the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for transactions contemplated hereby (including claims for the failure breaches of Buyer to satisfy the Assumed Liabilitiesrepresentations, such indemnification obligations warranties, covenants, and agreements contained in this Agreement or any other Transaction Document) shall continue indefinitely (except be pursuant to the extent reduced by applicable statutes of limitation)indemnification provisions set forth in this Section 11; provided, there shall be no minimum thresholdhowever, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under that nothing in this Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss 11.2(d) shall be deemed a waiver by any party of any right to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, specific performance or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierinjunctive relief.

Indemnification by Buyer. (a) Buyer hereby agrees to indemnify and defend hold harmless Seller, its affiliates and its and their respective officers, directors, shareholdersemployees, agents and each of its agents, (individually, an “Indemnified Party” and their Affiliates (the collectively, “Seller Indemnified Parties”) againstagainst and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, costs and agrees expenses (including the reasonable fees, disbursements and expenses of attorneys and consultants) of any kind or nature whatsoever (collectively, “Damages”), to hold it and them harmless fromthe extent sustained, suffered or incurred by or made against any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or Party, based upon, arising out of any of the followingor in connection with: (ai) any breach of any covenant or agreement made by Buyer in this Agreement; (ii) any inaccuracy in breach of any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to in this Agreement;; or (iii) any obligations assumed hereunder relating to the Directories Business, the Purchased Assets and or the Assumed Liabilities. (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives will give prompt written notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss specifying to the extent known the amount and nature of the claim, and any matter which in Seller’s opinion is likely to give rise to an indemnification claim. The failure of Seller to so notify Buyer of any such action shall be deemed not relieve Buyer from any liability which it may have to Seller (i) other than pursuant to this Section 4.2 or (ii) under this Section 4.2 unless, and only to the extent that, such failure to notify results in the forfeiture of substantive rights or defenses or otherwise materially and adversely affects Buyer. Buyer will have been sustained by such party the right to control the defense through counsel of their choosing. Seller will have the right to the extent of its interests to participate on its own behalf and at its own expense in such matter or its settlement through counsel of its choosing. Buyer agrees that it will not, without the prior written consent of Seller, which consent shall not be unreasonably withheld, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (iif Seller is a party thereto) unless such settlement, compromise or consent includes an unconditional release of Seller from all liability arising or that may arise out of such claim, action or proceeding. Buyer shall not be liable for any tax savings realized by such party with respect theretosettlement of any claim, action or (ii) any after-tax proceeds received by such party from any third partyproceeding affected against Seller without the prior written consent of Buyer, including but which consent shall not limited be unreasonably withheld. The rights accorded to Seller hereunder shall be in addition to any insurance carrierrights Seller may have at common law, by separate agreement or otherwise.

Indemnification by Buyer. (a) Subject to the terms of this Agreement, Buyer agrees to shall indemnify and defend Seller, its officers, directors, shareholders, agents and hold harmless each of its the Seller Parties and their respective Affiliates (collectively, the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, reimburse any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Party for, all Losses suffered or arising out of any of the following: incurred by such Seller Indemnified Party as a result of: (ai) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant of its covenants or obligation of Buyer set out agreements contained in this Agreement;; (ii) any Assumed Liability; or (iii) all Buyer Taxes. (cb) Subject to the Assumed Liabilities; terms of this Agreement, Buyer shall indemnify and hold harmless the Seller Indemnified Parties against, and reimburse any Seller Indemnified Party for, all Losses (dexcluding any special, indirect or punitive damages, lost profits, loss of business reputation or opportunity or similar items) suffered or incurred by such Seller Indemnified Party in connection with or as a result of any claim by, or on behalf breach of or with respect to, and to any obligation representation or liability or loss relating to, employees warranty of Buyer employed contained in or made pursuant to this Agreement or in any certificate delivered by Buyer in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, any Transfer; provided that (A) Buyer shall have no obligation to indemnify, hold harmless or reimburse any Seller Indemnified Party under this Section 8.03(b) until the aggregate amount of such Losses exceeds $50,000.00, after which Buyer shall only be obligated for such aggregate Losses of Seller Indemnified Parties in excess of such amount, other than in the case of a breach of any Seller Fundamental Representation or in the case of fraud; (B) the cumulative indemnification obligation to of Buyer under this Section 8.03(b) shall in no event exceed $1,000,000.00, other than in the case of a breach of any Seller under Fundamental Representation or in the case of fraud; and (C) the indemnification provisions of this Section 10.3: 8.03(b) shall be the sole and exclusive remedies of any Seller Indemnified Party for any Losses (iincluding any Losses from claims for breach of contract, warranty, tortious conduct, negligence or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, in connection with or as a result of any breach of or with respect to any claim representation or warranty set forth in this Agreement by Buyer, except in the case of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierfraud.

Indemnification by Buyer. Throughout the period following the Closing, Buyer agrees to shall indemnify and defend Seller, hold harmless Seller and its officersstockholders, directors, shareholdersofficers, agents affiliates, employees, agents, and consultants, and the successors and assigns of each of its the foregoing, against any and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses all Damages directly or indirectly incurred or suffered by any of the Seller Indemnified Parties them and arising out of or relating to or in connection with: 6.3.1. (i) the Assets, Authorizations, or Stations to the extent arising out of or relating to any of occurrence or event happening subsequent to the following: Closing or (aii) any obligation arising or required to be performed subsequent to the Closing under any lease, contract, or agreement assumed by Buyer hereunder, and (iii) the Assumed Liabilities; or 6.3.2. Any Buyer misrepresentation, breach of warranty under this Agreement, or nonfulfillment of any inaccuracy in any representation agreement, covenant, or warranty made obligation assumed or required to be performed by Buyer under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument furnished to Seller pursuant to this Agreement or any certificate, document, writing or instrument delivered furnished to Seller by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed Buyer’s agents in connection with any of the Business transactions contemplated hereunder. 6.3.3. If any claim or liability shall be asserted against Seller that would give rise to a claim by Seller against Buyer for indemnification under the provisions of this Section 6.3 and arising after Seller seeks to be indemnified under such provisions, Seller shall promptly notify Buyer in writing of the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, same and Buyer shall have no indemnification be entitled at its own expense to compromise or to defend such claim asserted against Seller subject to Section 6.4 hereof; provided, however, that Seller’s failure so to notify Buyer shall not relieve Buyer of any indemnity obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilitieshereunder, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained that Buyer is materially prejudiced by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierfailure.

Indemnification by Buyer. (a) Buyer agrees to shall indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) Sellers against, and agrees to hold it and them Sellers harmless from, any and all Losses incurred incurred, suffered, sustained or suffered required to be paid, directly or indirectly, by any of the Seller Indemnified Parties relating or sought to be imposed upon, Sellers resulting from, related to or arising out of any (i) inaccuracy in or breach of any of the following: representations or warranties or (aii) breach or default in the performance of any breach of or any inaccuracy in any representation or warranty covenants made by Buyer in or pursuant to this Agreement or in any certificateagreement, document, writing document or instrument delivered by Buyer pursuant to this Agreement;attached hereto. (b) any breach Buyer shall indemnify Sellers from all Losses arising from or in connection with activities of or failure by Buyer the Company after the Closing, except to perform any covenant or obligation of Buyer set out in the extent Sellers have expressly assumed liability for such Losses under this Agreement;, including the provisions of SECTION 7.1 (but without reference to the Threshold). (c) Sellers shall promptly give written notice to Buyer of the Assumed Liabilities; (d) assertion by any claim byPerson of any claim, action, suit or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification proceeding with respect to claims for which Buyer is obligated to provide indemnification hereunder, together with reasonably available supporting and related information regarding such claim; PROVIDED, HOWEVER, that the rights of Sellers to be indemnified hereunder shall only be affected by the failure to give such notice or provide information if and to the extent such failure prejudices Buyer in the defense of Buyer to satisfy such third party claim. Within 20 days after the Assumed Liabilitiesreceipt of written notice of a claim by Sellers hereunder, Buyer shall send Sellers a written notice stating whether it agrees or disagrees with Sellers' claim. Buyer shall have no the right, but not the obligation, to contest, defend or litigate, and to retain counsel of its choice in connection with, any claim, action, 66 suit or proceeding by any third party alleged or asserted against Sellers that is subject to indemnification obligation by Buyer hereunder, and the cost and expense thereof shall be subject to Seller under Section 10.3: the indemnification obligations of Buyer hereunder; PROVIDED, that Sellers shall have the right and option to participate in, but not control, the defense of such action at their own expense; and PROVIDED, FURTHER, that (i) with respect if Buyer elects not to defend any claim of which Seller gives notice such action or (ii) if Sellers shall have defenses not available to Buyer later than the twelve-month anniversary of the Closing Date. With respect and if counsel to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed LiabilitiesSellers approved by Buyer, such indemnification obligations approval not to be unreasonably withheld, shall continue indefinitely (except in a written opinion advise that common representation would result in a conflict of interest or that the Seller Indemnitee has interests that are materially different from Buyer and materially adverse to the extent reduced by applicable statutes of limitation)Sellers' interests, there then Sellers shall be no minimum thresholdentitled, at their option through one counsel of their choice, approved by Buyer, such approval not to be unreasonably withheld, but at Buyer's expense, to assume and Seller control the defense of such action. Neither Sellers, on one hand, nor Buyer, on the other hand, shall be entitled to first dollar indemnification. In no event settle or compromise any such claim, action, suit or proceeding without the prior written consent of Sellers or Buyer, as the case may be, which consent shall Buyer’s indemnification obligation under Section 10.3 exceed not be unreasonably withheld and provided further if Sellers unreasonably refuse to approve any settlement which involves only the sum payment of the Purchase Price. In case any event money, Sellers shall occur be solely responsible for Losses in excess of those which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by incurred had such party claim been settled on the terms acceptable to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierBuyer.

Indemnification by Buyer. Buyer agrees to indemnify indemnify, defend and defend Seller, hold harmless Seller and its Affiliates and their respective officers, directors, shareholdersemployees, agents agents, representatives, stockholders, Affiliates, and each of its their successors and their Affiliates assigns (collectively, the “Seller Indemnified Parties”) ), following the Closing Date from and against: 10.2.1 Any and all Damages, occasioned by, arising out of or resulting from the ownership, operation or use of the Stations or the Purchased Assets on or following the Closing Date, except to the extent that such amounts are indemnifiable by Seller pursuant to Section 10.1, including any and agrees all claims, liabilities and obligations arising or required to hold it and them harmless from, any Losses incurred be performed on or suffered by subsequent to the Closing Date under any of the Assumed Liabilities with respect to Buyer’s ownership and operation of the Stations from and after the Closing Date, except to the extent that such amounts are indemnifiable by Seller Indemnified Parties relating pursuant to or Section 10.1; 10.2.2 Any and all Damages occasioned by, arising out of any of the following: (a) any breach of or resulting from any inaccuracy in any representation or warranty made by Buyer pursuant to hereunder, breach of covenant, or default or nonfulfillment, of any agreement on the part of Buyer under this Agreement Agreement, or from any inaccuracy in any representation or warranty made by Buyer under, or breach of any agreement or covenant made by Buyer under, any certificate, documentagreement, writing appendix, Schedule, or other instrument delivered by Buyer furnished to Seller pursuant to this Agreement; 10.2.3 Any and all Damages for any income Taxes of Buyer (a) resulting from the operation of the Stations from and after 12:01 a.m. on the Closing Date, or (b) any breach of or failure by Buyer related to perform any covenant or obligation the operations of Buyer set out in this Agreement;and its Affiliates other than the operation of the Stations for any Tax period; and (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees 10.2.4 Any Taxes of Buyer employed (other than those described in connection with the Business and arising Section 10.2.3) for Tax periods (or portions thereof) beginning on or after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of For Tax periods that include the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations Taxes shall continue indefinitely (except be allocated between the period prior to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, Closing Date and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under the period on and after the Closing Date as described in Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier3.6.1.

Indemnification by Buyer. Buyer hereby agrees to indemnify that, on and after the Closing, it will indemnify, hold harmless and defend SellerSeller from and against any and all losses, its officersclaims, directorsdemands, shareholdersdamages, agents costs and each expenses (including, without limitation, reasonable attorneys' fees and disbursements) of its every kind, nature and their Affiliates (the “Seller Indemnified Parties”) againstdescription based upon, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any or otherwise in respect of the following: : (a) any misrepresentation, breach of warranty or any inaccuracy in any representation or warranty made breach of covenant by Buyer pursuant to contained in this Agreement or in any certificate, document, writing documents entered into or instrument delivered by Buyer pursuant to this Agreement; in connection herewith; (b) any breach of or failure the nonfulfillment by Buyer to perform of any covenant or obligation of Buyer set out in this Agreement; Assumed Obligation; (c) claims or demands of third parties arising from or otherwise related to the Assumed Liabilities; operations of, or any work performed by the Company, after the Closing; (d) any claim byand all violations of Environmental Protection Laws, as defined in Section 18(d) of this Agreement, first occurring on or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification Date with respect to claims the Company's ownership or operation of the Pipeline System, the Equipment or any of the other assets constituting a portion of the Company Assets; and (e) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, reasonable legal fees and expenses incurred by Seller, directly related to any of the foregoing, or in enforcing this indemnity. This right to indemnification is in addition to any other right available to Seller, including, without limitation, the right of Seller to sue Buyer for a misrepresentation, ▇▇each of warranty, or breach of covenant under this Agreement. 20. Defense by Parties. Notice of any claim for indemnification under this Agreement shall be given promptly to the failure indemnifying party stating in reasonable detail the nature of Buyer to satisfy such claim and the Assumed Liabilitiesamount thereof. If an action, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) suit or proceeding is brought against a party with respect to which an indemnifying party has liability under an indemnity agreement contained herein, the indemnifying party shall, at its sole expense, conduct the defense of any claim such action, suit or proceeding. The party seeking indemnity, at its sole expense, may participate in the defense of which Seller gives notice any such action, suit or proceeding and, in such event, all parties shall cooperate fully with each other and their counsel in order to Buyer later than ensure a proper and adequate defense. If the twelve-month anniversary indemnifying party refuses or declines to defend such action, suit or proceeding, the party seeking indemnity shall have the right, at the expense of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third indemnifying party, including but not limited to any insurance carrierdefend such claim with counsel of its own choosing.

Indemnification by Buyer. (a) Buyer hereby agrees to indemnify and defend Sellerhold the Shareholders harmless at all times from and after the Closing, its officers, directors, shareholders, agents against and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any in respect of the following: (i) All losses, liabilities, costs and damages, including without limitation, interest, penalties and fines, resulting from any (a) any breach of or any inaccuracy in any a representation or warranty made by of Buyer pursuant set forth herein or (b) non-fulfillment of any agreement or covenant, on the part of Buyer set forth herein. (ii) All expenses, including reasonable attorney fees, arising from or incurred in connection with suits, proceedings, decrees or judgments incident to this Agreement or any certificateof the foregoing. All losses, documentliabilities, writing or instrument delivered by Buyer pursuant costs, damages and expenses for which indemnification is provided herein are collectively referred to this Agreement;as "Shareholder Losses". (b) any breach The period during which the Shareholders must give notice in writing to Purchaser of or failure by Buyer claims for indemnification hereunder shall expire on the second anniversary of the Closing except that such period shall be extended to perform the applicable statute of limitations for breaches of Section VIII and for breaches of any covenant or obligation of Buyer set out in this Agreement;which first arises after the Closing. (c) Interest at the Assumed Liabilities;prime rate payable shall accrue and be paid on all amounts to be indemnified from the date of the Closing to the date of payment by Buyer, or if payment of a Shareholder Loss is made after the Closing by the Shareholder, from the date of such payment by any Shareholder to the date of indemnification by Buyer. (d) The total liability of Buyer under this Section IX shall not exceed the consideration received or to be received by the Shareholders pursuant to Section II. (e) In the event that any third party asserts an action or claim byas to which the Shareholders are entitled to indemnification hereunder, or on behalf the Shareholders shall notify Buyer in writing of or any such asserted liability with respect toreasonable promptness, and Buyer shall have a right to compromise or defend any obligation or liability or loss relating tosuch matter involving such asserted liability, employees through counsel of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained its own choosing who shall be subject to the contraryapproval of the Shareholders, other than indemnification with respect to claims for which approval will not be unreasonably withheld, at the expense of Buyer; provided, however, that Buyer shall indemnify the Shareholders against any costs and damages resulting from the failure of Buyer to satisfy defend or pay such claims. In the Assumed Liabilities, event Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than notify the twelve-month anniversary Shareholders in writing promptly of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure intention of Buyer to satisfy do so, the Assumed LiabilitiesShareholders shall cooperate with Buyer and its counsel in the compromising of or the defending against any such liabilities or claims, such indemnification obligations shall continue indefinitely (except at the expense of Buyer and provide Buyer with reasonable access to the books and records of the Company to the extent reduced by applicable statutes necessary for the compliance with any document request and the reasonable defense of limitation), there shall be no minimum threshold, and Seller such claim. (f) The Shareholders shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur payment hereunder with respect to Shareholder Losses for which would otherwise entitle either party Buyer has agreed to assert a claim for indemnification hereunder, no loss shall be deemed indemnify pursuant to have been sustained by such party paragraph 9.2(a)(i) (a) only if and to the extent the aggregate of such Shareholder Losses under this Agreement exceed Thirty-Five Thousand Dollars (i$35,000). (g) The amount of any tax savings realized Shareholder Loss shall be reduced by such party with respect thereto, or (ii) any after-tax proceeds amounts received by such party the Shareholders under any policy of insurance. Amounts received from any third party, including but not limited such policy of insurance after the receipt of payment of any Shareholder Loss from Buyer shall be promptly reimbursed to any insurance carrierBuyer.

Indemnification by Buyer. (a) Buyer agrees to shall indemnify and defend Sellerthe Seller Group and its Affiliates and their respective stockholders, its members, managers, officers, directors, shareholdersemployees, agents agents, successors and each of its and their Affiliates assigns (the “Seller Indemnified PartiesIndemnitees”) against, and agrees to shall hold it and them harmless from, any and all Losses resulting from, arising out of, or incurred or suffered by any of the Seller Indemnified Parties relating to Indemnitee in connection with, or arising out of any of the followingotherwise with respect to: (ai) the failure of any representation and warranty or other statement by Buyer contained in this Agreement, the Ancillary Agreements, the Buyer Disclosure Schedule or any certificate or other document furnished or to be furnished to the Seller Group 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; (ii) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation agreement of Buyer set out contained in this Agreement; (c) , the Assumed Liabilities; (d) Ancillary Agreements, the Buyer Disclosure Schedule or any claim by, certificate or on behalf of other document furnished or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed to be furnished to the Seller Group in connection with the Business transactions contemplated hereby and arising after the Closing Date. Notwithstanding anything herein contained thereby; and (iii) any failure to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy perform when due the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under . provided that for purposes of this Section 10.3: (i) with respect to any claim of which Seller gives notice to , the representations and warranties herein and in the Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss Certificate shall be deemed to have been sustained made without any qualifications as to knowledge or materiality and, accordingly, all references herein and therein to “knowledge,” “material,” “in all material respects” and similar qualifications as to knowledge and materiality shall be deemed to be deleted therefrom (except where any such provision requires disclosure of lists of items of a material nature or above a specified threshold). (b) Buyer shall not be liable for any Loss or Losses pursuant to 10.3(a)(i) (“Seller Warranty Losses”) (i) unless and until the aggregate amount of all Seller Warranty Losses incurred by such party the Seller Indemnitees exceeds $10,000, in which event Buyer shall be liable for all Seller Warranty Losses from the first dollar, and (ii) to the extent of (ithat Seller Warranty Losses exceed $1,000,000 in the aggregate; provided, however, nothing contained in this Section 10.3(b) shall be deemed to limit or restrict in any tax savings realized by such party with respect theretomanner any rights or remedies which the Seller Group has, or (ii) any after-tax proceeds received by such party from any third partymight have, including but not limited to any insurance carrierat Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder.

Indemnification by Buyer. (a) Buyer hereby agrees to indemnify and defend Sellerhold the Shareholders harmless at all times from and after the Closing, its officers, directors, shareholders, agents against and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any in respect of the following: (i) All losses, liabilities, costs and damages, including without limitation, interest, penalties and fines, resulting from any (a) any breach of or any inaccuracy in any a representation or warranty made by of Buyer pursuant set forth herein or (b) non-fulfillment of any agreement or covenant, on the part of Buyer set forth herein. (ii) All expenses, including reasonable attorney fees, arising from or incurred in connection with suits, proceedings, decrees or judgments incident to any of the foregoing. All losses, liabilities, costs, damages and expenses for which indemnification is provided in this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant paragraph 9.2 are collectively referred to this Agreement;as "Shareholder Losses". (b) any breach The period during which the Shareholders must give notice in writing to Buyer of or failure by Buyer claims for indemnification hereunder shall expire on June 30, 1998 except that such period shall be extended to perform the applicable statute of limitations for breaches of Section VIII and for breaches of any covenant or obligation of Buyer set out in this Agreement;which first arises after the Closing. (c) Interest at the Assumed Liabilities;prime rate as quoted in The Wall Street Journal shall accrue on all amounts to be indemnified from the date of the Closing to the date of payment by Buyer, or if payment of a Shareholder Loss is made after the Closing by the Shareholder, from the date of such payment by any Shareholder to the date of indemnification by Buyer. (d) The total liability of Buyer under this Section IX shall not exceed the consideration received or to be received by the Shareholders pursuant to Section II. (e) In the event that any third party asserts an action or claim byas to which the Shareholders are entitled to indemnification hereunder, or on behalf the Shareholders shall notify Buyer in writing of or any such asserted liability with respect toreasonable promptness, and Buyer shall have a right to compromise or defend any obligation or liability or loss relating tosuch matter involving such asserted liability, employees through counsel of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained its own choosing who shall be subject to the contraryapproval of the Shareholders, other than indemnification with respect to claims for which approval will not be unreasonably withheld, at the expense of Buyer; provided, however, that Buyer shall indemnify the Shareholders against any costs and damages resulting from the failure of Buyer to satisfy defend or pay such claims. In the Assumed Liabilities, event Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than notify the twelve-month anniversary Shareholders in writing promptly of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure intention of Buyer to satisfy do so, the Assumed LiabilitiesShareholders shall cooperate with Buyer and its counsel in the compromising of or the defending against any such liabilities or claims, such indemnification obligations shall continue indefinitely (except at the expense of Buyer and provide Buyer with reasonable access to the books and records of the Company to the extent reduced by applicable statutes necessary for the compliance with any document request and the reasonable defense of limitation), there shall be no minimum threshold, and Seller such claim. (f) The Shareholders shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party payment hereunder only if and to the extent the aggregate of Shareholder Losses under this Agreement exceed Thirty Five Thousand Dollars (i$35,000). (g) The amount of any tax savings realized Shareholder Loss shall be reduced by such party with respect thereto, or (ii) any after-tax proceeds amounts received by such party the Shareholders under any policy of insurance. Amounts received from any third party, including but not limited such policy of insurance after the receipt of payment of any Shareholder Loss from Buyer shall be promptly reimbursed to any insurance carrierBuyer.

Indemnification by Buyer. (a) Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents hold harmless each Seller Group Member from and each of its against any and their Affiliates (the “all Loss and Expense incurred by such Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Group Member in connection with or arising out from: (i) any breach by Buyer of any of the following: (a) any breach of its covenants or any inaccuracy agreements in any representation or warranty made by Buyer pursuant to this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Ancillary Agreement; (bii) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out its obligations in this Agreement or in any Buyer Ancillary Agreement; (c) the Assumed Liabilities; (diii) any claim by, breach of any warranty or the inaccuracy of any representation of Buyer contained or referred to in this Agreement or in any Buyer Ancillary Agreement or in any certificate delivered by or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for pursuant hereto; or (iv) the failure of Buyer to satisfy perform any of the Assumed Liabilities; PROVIDED, HOWEVER, that Buyer shall have be required to indemnify and hold harmless under this SECTION 10.2 with respect to Loss and Expense incurred by Seller Group Members (other than Loss and Expense incurred as a result of (A) Buyer's failure to pay, perform or discharge any of the Assumed (b) The indemnification provided for in this SECTION 10.2 shall terminate three years after the Closing Date (and no indemnification obligation to claims shall be made by Seller under Section 10.3: this SECTION 10.2 thereafter), except that the indemnification by Buyer shall continue as to: (i) with respect to any claim the covenants of which Seller gives notice to Buyer later than set forth in SECTIONS 3.5, 7.3, 11.2, 11.6 and 11.13 hereof, the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure obligation of Buyer to satisfy perform the Assumed LiabilitiesLiabilities and the representations, such indemnification obligations warranties and covenants of Buyer set forth in the Buyer Ancillary Agreements, as to all of which no time limitation shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or apply; and (ii) any after-tax proceeds received by Loss or Expense of which Seller has notified Buyer in accordance with the requirements of SECTION 10.3 on or prior to the date such party from any third partyindemnification would otherwise terminate in accordance with this SECTION 10.2, including but not limited as to any insurance carrier.which the obligation of Buyer shall continue until the liability of Buyer shall have been determined pursuant to this ARTICLE X, and Buyer shall have reimbursed all Seller Group Members for the full amount of such Loss and Expense in accordance with this ARTICLE X.

Indemnification by Buyer. (a) Subject to the limitations herein, Buyer agrees to indemnify indemnify, defend and defend Sellerhold harmless Sellers, its their Affiliates (other than the Companies) and their respective officers, directors, shareholdersmanagers, agents employees, agents, representatives, members, partners and each of its and their Affiliates stockholders (collectively the “Seller Indemnified Parties”) againstagainst any Loss, arising from, relating to or constituting (i) any breach or inaccuracy in any of the representations and warranties of Parent, US Sub and/or Canada Sub, as applicable, contained in Article V or any closing certificate delivered by or on behalf of Buyer pursuant to this Agreement or (ii) any breach of any of the covenants or other agreements of Buyer contained in this Agreement and all Exhibits hereto (clauses (i) through (ii), collectively, “Seller Losses”). (b) If a Seller Indemnified Party has a claim for indemnification under this Section 10.2, Sellers will deliver to Buyer one or more written notices of Seller Losses. Any written notice will state in reasonable detail the basis for such Seller Losses to the extent then known by Sellers and the nature of the Seller Loss for which indemnification is sought, and agrees to hold it and them harmless fromthe amount of the Seller Loss claimed, any Losses incurred or suffered if then known by any of the Seller Indemnified Parties relating to Parties. If such written notice (or arising out of any an amended notice) states the amount of the following: Seller Loss claimed and Buyer notifies Sellers that Buyer does not dispute the claim described in such notice or fail to notify Sellers within twenty (a20) Business Days after delivery of such notice by Sellers whether Buyer disputes the claim described in such notice, the Seller Loss in the amount specified in Sellers’ notice will be admitted by Buyer, and Buyer will pay the amount of such Seller Loss to Sellers (on behalf of the applicable Seller Indemnified Party). If Buyer has timely disputed its liability with respect to such claim, Buyer and Sellers will proceed in good faith to negotiate a resolution of such dispute for at least thirty (30) days after delivery of Buyer’s notice, after which the Parties may pursue any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant remedy available to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to them under this Agreement; (b) . If a written notice does not state the amount of the Seller Loss claimed, such omission will not preclude any breach Seller Indemnified Party from recovering from Buyer the amount of or failure by Buyer Seller Loss with respect to perform the claim described in such notice if any covenant or obligation of Buyer set out such amount is promptly provided once determined. In order to assert its right to indemnification under this Article X, Sellers will not be required to provide any notice except as provided in this Agreement;Section 10.2(b). (c) Buyer will pay the Assumed Liabilities; amount of any Seller Loss to Sellers (d) any claim by, or on behalf of or with respect to, the applicable Seller Indemnified Party) in cash within fifteen (15) Business Days following the determination of Buyer’s liability for and any obligation or liability or loss relating to, employees the amount of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained a Seller Loss (whether such determination is made pursuant to the contraryprocedures set forth in this Section 10.2, other than indemnification with respect to claims for the failure of by agreement between Sellers and Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced or by applicable statutes of limitationCourt Direction), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. (a) Buyer hereby agrees to indemnify and defend Seller, hold harmless Seller and its officers, directors, shareholders, agents Affiliates from and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, against any Losses incurred as a result of, or suffered by based upon or arising out of: (i) any breach of, or any inaccuracy or misrepresentation in, any of the Seller Indemnified Parties relating to representations or arising out of warranties made by Buyer in this Agreement or any of the following:other agreement, statement or certificate delivered pursuant hereto; (aii) any breach of or violation by Buyer of any inaccuracy in any representation or warranty of the covenants made by Buyer pursuant to in this Agreement or any certificateother agreement, documentstatement or certificate delivered pursuant hereto; (iii) the operation of the School on or after the Closing Date; (iv) the Assumed Liabilities; and (v) any actions, writing judgments, costs and expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses incurred in investigating, preparing or instrument delivered by Buyer pursuant defending any litigation or proceeding, commenced or threatened) incident to any of the foregoing or the enforcement of this Agreement;Section 9.13. (b) The amount of any breach Losses for which Buyer is obligated to provide indemnification under Section 9.13(a) shall be net of or failure any insurance proceeds actually received (minus collection expenses incurred by Buyer to perform any covenant or obligation Seller and/or Owner in the pursuit of Buyer set out such insurance proceeds) by the Seller and/or Owner on account of such Losses. Nothing in this Agreement;Section 9.13(b) shall be deemed to obligate any Person to maintain any insurance or to pursue any claim against any insurer or third party. (c) To the Assumed Liabilities;extent that Buyer has satisfied any claim for indemnification under Section 9.13(a), the Buyer shall be subrogated to all rights of the Seller and/or Owner against any Person to the extent of the Losses that relate to such claim. Seller and/or Owner shall, upon written request by Buyer following the indemnification of Seller and/or Owner for such Losses, execute an instrument reasonably necessary to evidence such subrogation rights. (d) The amount of any claim by, or on behalf Losses for which indemnification is provided under Section 9.13(a) shall be net of or with respect to, and any obligation or liability or loss relating to, employees actual tax benefit received by Seller and/or Owner as a direct result of Buyer employed in connection with the Business and arising after the Closing Datesuch Losses. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, The Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim the burden of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have showing that an actual tax benefit has been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by the Seller and/or the Owner as a direct result of such party from any third party, including but not limited to any insurance carrierLosses.

Indemnification by Buyer. If the transactions contemplated by this Agreement are consummated, the Buyer agrees to indemnify and defend hold the Seller harmless against and in respect of any loss, damage, claim, cost or expense whatsoever, including any and all incremental out-of-pocket costs, including, without limitation, all reasonable legal and accounting fees, which the Seller may incur, suffer or be required to pay, pursuant to any claim, demand, action, suit, litigation, charge, complaint, prosecution or other proceeding of any nature or kind whatsoever (collectively a “Claim”) that may be made or asserted against or affect the Seller, its officersprovided, directorshowever, shareholders, agents and each that the subject matter of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating such claim relates to or arising arises out of any of or in connection with the followingfollowing matters: (a) any misrepresentation or breach of any warranty, agreement, covenant or any inaccuracy obligation of the Buyer contained in any representation or warranty made by Buyer pursuant to this Agreement or in any certificateagreement, documentschedule, writing certificate or instrument other document required to be entered into or delivered by the Buyer; (b) the Buyer’s failure to fulfil the terms of any of the Contracts, Equipment Leases or Leases which are assigned to the Buyer and which the Buyer has assumed pursuant to this Agreement; (bc) any breach of or failure by the Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilitiescomply with its agreements under Section 3.3; (d) any claim byamount payable to or in respect of any Employee for which the Buyer is responsible under Section 5.6; (e) the Purchased Assets or the Assumed Liabilities. (f) failure by the Buyer to file the election pursuant to section 167 of the Excise Tax Act in the manner and within the time limits prescribed under the Excise Tax Act. The obligation of the Buyer to indemnify the Seller as set forth in Section 6.2 (a)) for any loss, damage, claim, cost or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained expense shall be subject to the contrary, other than indemnification limitation period referred to in Section 4.5 with respect to claims for the failure survival of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, representations and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierwarranties.

Indemnification by Buyer. After the Closing, and regardless of any investigation made at any time by or on behalf of Seller or any information Seller may have, Buyer hereby agrees to indemnify and defend Seller, its officers, directors, shareholders, agents hold Seller harmless against and each of its and their Affiliates (the “Seller Indemnified Parties”) againstwith respect to, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the shall reimburse Seller Indemnified Parties relating to or arising out of any of the followingfor: (a) Any and all losses, liabilities, or damages resulting from nonfulfillment of any breach of or any inaccuracy in any representation or warranty made covenant by Buyer pursuant to contained in this Agreement or in any certificate, document, writing or instrument delivered to Seller under this Agreement. (b) Any failure by Buyer to pay, perform or discharge any and all obligations of Seller assumed by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement;. (c) Any litigation, proceeding or claim arising from the Assumed Liabilities;business or operations of the Assets on or after the Closing Date. (d) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any claim byof the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or on behalf in enforcing this indemnity. (e) Buyer's obligation to indemnify Seller pursuant to this Section 10.3 shall be subject to all of or with respect to, the following limitations: (i) No indemnification shall be required to be made by Buyer under this Section 10.3 until the aggregate amount of damages of Seller exceeds Fifty Thousand Dollars ($50,000) and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification then only with respect to claims the amount of such damages in excess of Fifty Thousand Dollars ($50,000) (the prorations under Section 2.3(b) shall not be subject to this limitation); provided that Buyer's maximum liability for the failure of Buyer entire amount owed pursuant to satisfy the Assumed Liabilities, Buyer this Section 10.3 is One Hundred Fifty Thousand Dollars ($150,000). (ii) Seller shall have no be entitled to indemnification obligation to Seller under Section 10.3: (i) only for those damages arising with respect to any claim of as to which Seller gives has given Buyer written notice to within the appropriate time period set forth in Section 10.1 hereof for such claim. (iii) Following the Closing, the sole and exclusive remedy for Seller for any claim against Buyer later than (whether such claim is framed in tort, contract or otherwise) arising out of a breach of any covenant or other agreement herein or otherwise arising out of or in connection with the twelve-month anniversary transactions contemplated by this Agreement or the operations of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there Station shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed pursuant to have been sustained by such party this Section 10.3. (iv) Anything in this Agreement or any applicable law to the extent contrary notwithstanding, it is understood and agreed by Seller that no director, officer, employee, agent, member or affiliate of (i) Buyer shall have any tax savings realized by personal liability to Seller as a result of the breach of any representation, warranty, covenant or agreement of Buyer contained herein or otherwise and Seller waives and releases and shall have no recourse against any of such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierparties.

Indemnification by Buyer. Upon the terms and subject to the conditions set forth in Section 4.3 hereof and this Section 4.2, Buyer agrees to indemnify indemnify, defend, protect, save and defend Seller, its officers, directors, shareholders, agents hold harmless Seller and each of its and their Affiliates (the “Seller Indemnified Parties”) VSI against, and agrees to hold it will reimburse Seller and them harmless VSI on demand for, any and all Losses made or incurred by or asserted against Seller, at any time after the Closing Date, directly or indirectly, arising out of, related to, caused by, or resulting from (i) any inaccuracy, omission, misrepresentation, breach of warranty, or nonfulfillment of any term, provision, covenant or agreement on the part of Buyer contained herein, (ii) any inaccuracy or misrepresentation in, or omission from, any Losses incurred certificate or suffered other instrument furnished or to be furnished by any Buyer to Seller pursuant hereto or (iii) operation of business activities of Buyer after the Closing Date involving the Assets. Within 45 days following the first anniversary of the Closing Date, Buyer shall deliver to VSI and Seller Indemnified Parties relating to a certificate of Buyer certifying which of those liabilities and obligations of Buyer assumed from VSI or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer Seller pursuant to this Agreement and listed on Schedule 1.3A or any certificate, document, writing Schedule 1.3B (each as updated to Closing) had become due and payable but had not been paid in full or instrument delivered by Buyer pursuant to this Agreement; (b) any breach resolved as of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month first anniversary of the Closing Date. With respect to indemnification under the liabilities and obligations listed in such certificate (or which were erroneously omitted from such certificate), Buyer's obligations pursuant to this Section 10.3 for claims for 4.2 shall terminate upon the failure payment or resolution of such liability or obligation. With respect to those liabilities and obligations of Buyer assumed from VSI or Seller pursuant to satisfy this Agreement and listed on Schedule 1.3A or Schedule 1.3B (each as updated to Closing) which by their respective terms in effect at Closing will become due and payable later than the Assumed Liabilitiesfirst anniversary of the Closing Date, Buyer's obligations pursuant to this Section 4.2 shall terminate upon the payment or resolution of such indemnification liability or obligation. In the event the certificate is not timely delivered, Buyer's obligation pursuant to this Section 4.2 shall terminate upon the payment or resolution of all liabilities assumed pursuant to Section 1.3. With respect to all other liabilities and obligations of Buyer assumed from VSI or Seller pursuant to this Agreement, Buyer's obligations pursuant to this Section 4.2 shall continue indefinitely (except to terminate upon the extent reduced by applicable statutes third anniversary of limitation), there the Closing Date. There shall be no minimum threshold, limit on Buyer's obligation to indemnify and hold harmless Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, and VSI from or (ii) any after-tax proceeds received by such party against Losses resulting from any third party, including but not limited to any insurance carrierfraud.

Indemnification by Buyer. Subject to the limitations set forth in this Section 7.2, Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it protect, save and them keep harmless Seller from, and hereby assumes liability for, the payment of all liabilities, obligations, losses, damages, penalties, claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorney's and accountant's fees) of whatever kind and nature arising in any Losses manner or under any circumstances that may be imposed on or incurred or suffered by any of the Seller Indemnified Parties relating to as a consequence of or arising out of any of the followingin connection with: (a) any breach by Buyer of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to contained in this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out agreement contained in this Agreement; (c) the any Assumed Liabilities;Liabilities of Buyer under Section 1.3 hereof, or (d) any claim bythe Pension Plan, or on behalf of or consistent with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing DateSection 1.3(c) above. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer Seller shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect not be entitled to indemnification under this Section 10.3 for 7.2 until the cumulative total of all of Seller's indemnification claims for reaches $250,000, provided that if the failure cumulative total of Buyer to satisfy the Assumed Liabilitiessuch claims should reach $250,000, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnificationindemnification in the entire amount claimed. In no event The indemnification and defense obligations of Buyer set forth in this Section 7.2 shall Buyer’s indemnification obligation under Section 10.3 exceed survive the sum Closing hereunder for a period of one (1) year. Notwithstanding anything contained herein to the contrary, the expiration of the Purchase Price. In case one (1) year period referred to above shall not serve to terminate or otherwise affect any event shall occur which would otherwise entitle either party to assert a pending claim against Seller or the Stockholders for indemnification hereunderindemnification, no loss shall be deemed to have been sustained by such party to or Seller's or the extent of (i) any tax savings realized by such party Stockholders' indemnity obligation with respect thereto, or (ii) any after-tax proceeds received by to such party from any third party, including but not limited to any insurance carrierclaim.

Indemnification by Buyer. Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificateshall indemnify, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or defend and hold Seller harmless against and with respect to, and shall reimburse Seller for: (i) losses, liabilities or damages resulting from any obligation untrue representation, breach of warranty or liability nonfulfillment of any covenant by Buyer contained herein or loss relating toin any certificate delivered by Buyer to Seller pursuant hereto; (ii) obligations of Seller assumed by Buyer pursuant to the terms hereof; (iii) losses, employees liabilities or damages resulting from Buyer’s operation or ownership of Buyer employed in connection with the Assets or the Business at and arising after the Closing Date. Effective Time, including any and all liabilities arising under the Transferable Licenses or the Customer Contracts that relate to events occurring after the Effective Time and any other liabilities assumed by Buyer pursuant to Section 1.6; and (iv) actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. (b) Notwithstanding anything herein contained to the contraryabove, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, (i) Buyer shall have no indemnification obligation to obligations under this Agreement unless Seller under has given Buyer written notice of such claims within the applicable survival period provided for in Section 10.3: 6.1, and (iii) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 shall only be made for claims for of Seller that exceed the failure of Buyer to satisfy Threshold in the Assumed Liabilities, such indemnification obligations aggregate and shall continue indefinitely (except only be made to the extent reduced by applicable statutes of limitation)such excess over the Threshold; provided, there that claims of Seller pursuant to Section 6.3(a)(ii) shall be no minimum threshold, and Seller subject to indemnification without regard to time limit or the Threshold. Buyer’s indemnification obligations under this Agreement shall be entitled to first dollar indemnification. calculated net of any amounts recoverable under insurance policies and net of any related Tax benefits. (c) In no event shall Buyer’s indemnification aggregate obligation under Section 10.3 to indemnify Seller pursuant to this Agreement exceed the sum an amount equal to eighty percent (80%) of the Purchase Price. In case any event shall occur which would otherwise entitle either party Price paid by Buyer to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierSeller.

Indemnification by Buyer. (a) Buyer agrees to indemnify and defend hold Seller, its officersSeller’s successors and assigns, directorsharmless from all Losses suffered or paid, shareholdersdirectly or indirectly, agents and each as a result of its and their Affiliates or arising out of: (i) any breach or default in the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, performance by the Buyer of any Losses incurred covenant or suffered by any agreement of the Seller Indemnified Parties Buyer contained in this Agreement or any related document executed pursuant hereto; (ii) any breach of warranty or inaccurate or erroneous representation made by the Buyer herein; and (iii) the failure of the Buyer to fully pay and discharge as and when same are due the Assumed Liabilities; and (iv) obligations, liabilities and/or duties relating to or arising out of any from Buyer’s ownership and operation of the following: Business from and after the Effective Time (a) except as to any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant matter as to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant which Seller is obligated to this Agreement;provide indemnification hereunder). (b) The Buyer shall reimburse the Seller an amount satisfactory to compensate the Seller for any breach Loss arising from an event or circumstance to which the foregoing indemnities relate. Provided, however, Seller acknowledges that the afore-described indemnification responsibilities of the Buyer hereunder shall be, notwithstanding the prior terms hereof, limited as follows: (i) in no event shall the aggregate amount of all Losses subject to indemnification under this Section 8.4 exceed 100% of the Purchase Price; provided, however, that the foregoing limitations shall in no event apply to any claims arising out of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with Section 1.4 or 8.4(a)(iii) hereof; and (ii) the Business and arising after indemnification obligations of the Closing Date. Notwithstanding anything herein contained to Buyer hereunder shall be exclusive remedy of the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect matter subject to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. From and after the Closing Date, Buyer agrees to shall indemnify Sellers, their Affiliates and defend Seller, its each of their respective officers, directors, shareholdersemployees, agents and each of its representatives against and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, from any Losses Loss suffered or incurred or suffered by any of such indemnified party to the Seller Indemnified Parties relating to or extent arising out of any of the following: from (ai) any breach of or any inaccuracy in any representation or warranty made of Buyer contained in this Agreement or in any certificate delivered pursuant to Sections 8.1 and 8.3; (ii) any non-fulfillment of or failure to comply with any covenant or agreement of Buyer contained in this Agreement or any Collateral Agreement; (iii) the Assumed Liabilities; (iv) any Taxes of Windmill (other than Excluded Taxes); (v) any liability, commitment or obligation with respect to portions of the Puerto Rico Distributorship Agreements transferred to Buyer that arises under Puerto Rico's local "law 75" or otherwise as a result of the termination or other action by Buyer on or after the date of such transfer with respect to such portions; and (vi) without limiting the generality of the foregoing, any liability, obligation or commitment resulting from the ownership, operation or condition (x) of the Business, the Assets (not including the Toledo Plant Assets), Conversion Date Inventory, or Windmill following the Closing, (y) of each Other Business, the Other Business Inventory or the Other Assets following the Closing Date, or (z) of the Toledo Plant Assets (including in respect of any Hazardous Materials located in, on, under or about the Toledo Plant after the Toledo Plant Closing Date, except to the extent the related liability, obligation or commitment is covered by Sellers' indemnification obligation set forth in Section 9.2) following the Toledo Plant Closing Date (or on the Toledo Plant Closing Date to the extent arising from Buyer's operation on the Toledo Plant Closing Date), in each case other than Excluded Liabilities (except for Excluded Environmental Liabilities in respect of which Sellers are not obligated to indemnify Buyer pursuant to Section 9.2) or other obligations which Sellers have expressly agreed to pay pursuant to this Agreement or any certificatethe Collateral Agreements; PROVIDED, documentHOWEVER, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) that with respect to any claim such liability, obligation or commitment that would not have resulted but for a breach of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to either Seller's representations, warranties, covenants or agreements contained herein that is covered by Sellers' indemnification obligations under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities9.2, such Buyer's indemnification obligations under this clause (vi) shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party not apply to the extent of (ibut only to the extent of) any tax savings realized by the indemnification obligations of Sellers for such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited breach pursuant to any insurance carrier.Section 9.2. -77- <Page> 9.4

Indemnification by Buyer. (a) Buyer agrees and Buyer Holdco jointly and severally agree to indemnify indemnify, defend and defend hold harmless Seller, its Affiliates (other than the Companies) and their respective officers, directors, shareholdersmanagers, agents employees, agents, representatives, members, partners and each of its and their Affiliates stockholders (collectively the “Seller Indemnified Parties”) againstagainst any Loss, and agrees to hold it and them harmless arising from, relating to or constituting (i) any Losses incurred breach or suffered by inaccuracy in any of the Seller Indemnified Parties relating to or arising out representations and warranties of any of Buyer contained in Article V, the following: (a) any breach of Subscription Agreement, or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument closing certificate delivered by or on behalf of Buyer pursuant to this Agreement;, (ii) any breach of any of the covenants or other agreements of Buyer contained in this Agreement, or (iii) any Loss arising from or related to the Seller Guaranties included on Schedule 7.2 (clauses (i) through (iii), collectively, “Seller Losses”). (b) any breach of or failure by Buyer Notwithstanding anything to perform any covenant or obligation of Buyer set out the contrary in this Agreement;, except for Buyer’s obligation to pay the Purchase Price to Seller in accordance with Section 2.2(a) and Seller Losses arising from fraud or intentional misrepresentation on the part of Buyer, in no event shall Buyer be liable for aggregate Seller Losses in excess of the Purchase Price. (c) If a Seller Indemnified Party has a claim for indemnification under this Section 8.2(c), Seller will deliver to Buyer one or more written notices of Seller Losses prior to the Assumed Liabilities;prior to the date that is [*] immediately following the Closing. Buyer will have no liability under this Section 8.2(c). unless the written notices required by the preceding sentence are given by the applicable deadline. Any written notice will state in reasonable detail the basis for such Seller Losses to the extent then known by Seller and the nature of the Seller Loss for which indemnification is sought, and the amount of the Seller Loss claimed, if then known by any of the [*] Please refer to footnote 1 on page 1 of this Exhibit 2.4 Seller Indemnified Parties. If such written notice (or an amended notice) states the amount of the Seller Loss claimed and Buyer notifies Seller that Buyer does not dispute the claim described in such notice or fail to notify Seller within 20 Business Days after delivery of such notice by Seller whether Buyer disputes the claim described in such notice, the Seller Loss in the amount specified in Seller’s notice will be admitted by Buyer, and Buyer will pay the amount of such Seller Loss to Seller (on behalf of the applicable Seller Indemnified Party). If Buyer has timely disputed its liability with respect to such claim, Buyer and Seller will proceed in good faith to negotiate a resolution of such dispute for at least 30 days after delivery of Buyer’s notice, after which the Parties may pursue any remedy available to them under this Agreement. If a written notice does not state the amount of the Seller Loss claimed, such omission will not preclude any Seller Indemnified Party from recovering from Buyer the amount of Seller Loss with respect to the claim described in such notice if any such amount is promptly provided once determined. In order to assert its right to indemnification under this Article VIII, Seller will not be required to provide any notice except as provided in this Section 8.2(c). (d) Buyer will pay the amount of any claim by, or Seller Loss to Seller (on behalf of or with respect to, the applicable Seller Indemnified Party) in cash within 10 Business Days following the determination of Buyer’s liability for and any obligation or liability or loss relating to, employees the amount of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained a Seller Loss (whether such determination is made pursuant to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under procedures set forth in this Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation8.2(d), there shall be no minimum threshold, by agreement between Seller and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained Buyer or by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierCourt Direction).

Indemnification by Buyer. (a) Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents hold harmless Seller and each of its and their Affiliates Managing Member (the “Seller Indemnified PartiesSeller’s Indemnitees”) againstfrom and against any loss, claim, liability, cost, expense or other damages (including reasonable legal fees and agrees to hold it and them harmless from, any Losses incurred expenses) (a “Seller’s Loss”) which is caused by or suffered by any of the Seller Indemnified Parties relating to or arising arises out of any of the following: of: (a) any breach or default in the performance by Buyer of any covenant or agreement made by Buyer in this Agreement; (b) any inaccuracy in breach of any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to in this Agreement;; (c) any and all Litigation incident to any of the foregoing (except arising on account of Buyer’s enforcement of its rights hereunder); and (d) the Assumed Liabilities. (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything contained herein contained to the contrary, other than Seller’s Indemnitees shall not be entitled to indemnification with respect to claims from Buyer for a Seller’s Loss under the failure provisions of Buyer to satisfy the Assumed LiabilitiesSection 6.2 hereof, Buyer shall have no indemnification obligation to Seller under Section 10.3: unless (i) with respect to any such claim of which Seller gives notice for indemnification is delivered to Buyer later than the twelve-month anniversary prior to expiration of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations set forth in Section 6.4 hereof; and (ii) the aggregate amount of all Seller’s Losses under this Section 6.2 shall continue indefinitely (except to the extent reduced by applicable statutes of limitation)have exceeded $10,000, there shall be no minimum threshold, and in which event Seller shall be entitled to first dollar indemnification. In no such indemnification from Buyer for all of Seller’s Loss, except in the event shall of Buyer’s indemnification obligation under Section 10.3 exceed the sum non-payment of the Purchase Price. In case any event shall occur which would otherwise entitle either party amounts due to assert a claim for indemnification hereunder, no loss shall be deemed Seller or Managing Member pursuant to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third partythis Agreement, including but not limited to the payment of the Purchase Price, the Holdback Amount (as finally calculated), in which case the Seller and Managing Member shall be entitled to all Seller’s Losses; provided, that the amount of any Seller’s Loss for which indemnification is provided under Section 6.2 hereof shall be net of any amounts recovered by Seller under insurance carrierpolicies with respect to such Seller’s Loss. Seller shall in a timely fashion submit a claim to its insurance carrier with respect to any Seller’s Loss from Buyer for which Buyer is obligated to provide indemnification to Seller hereunder. The aggregate indemnification obligations of Buyer shall not exceed an amount equal to one million two hundred thousand dollars ($1,200,000).

Indemnification by Buyer. From and after the Closing, and to the fullest extent permitted by law, Buyer agrees to indemnify shall indemnify, defend, and defend hold harmless Seller, its officersaffiliates and subsidiaries, and their respective partners, managers, directors, shareholders, agents officers, employees, agents, representatives, contractors, and each of its and their Affiliates subcontractors (the “collectively, "Seller Indemnified Parties”") againstfrom and against any and all liabilities, claims, losses, strict liability claims, demands, lawsuits, judgments, orders, fines, penalties, damages, punitive damages, expenses (including but not limited to reasonable attorneys' fees), costs, environmental assessments and clean-up costs, and agrees to hold it and them harmless from, any Losses incurred or suffered causes of action asserted by any of the Seller Indemnified Parties person or entity (collectively "Liabilities/Claims"), arising from or relating to or arising out of any of the followingto: (a) any Any inaccuracy in or breach of or any inaccuracy in any representation or warranty the representations and warranties made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreementset forth in Article IV; (b) any breach Buyer's, its contractor's and/or agent's pre-Closing inspection of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreementthe Properties; (c) Any Contract assigned under this Agreement, to the Assumed extent such Liabilities/Claims relate to performance of the obligations of such Contract arising after the Closing Date; (d) any claim byThe possession, ownership, use, or on behalf operation of the Subject Interests in the Properties by Buyer or with respect toits successors or assigns after the Effective Time, and any obligation or liability the assumption of responsibilities hereunder by Buyer concerning the Subject Interests in Properties; (e) Buyer's proportionate share of soil contamination, water contamination, and/or other types of environmental damage or loss relating tocontamination in, employees of Buyer employed in connection with on, around, or under the Business Properties (collectively, "Environmental Contamination") and arising after from Buyer's assumption of the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification Assumed Obligations with respect to claims the Properties after the Closing; and (f) Any other matters for the failure of which Buyer has agreed to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to indemnify Seller under this Agreement. Buyer acknowledges that its obligations under this Section 10.3: 11.01 shall include, but not be limited to, losses, liabilities, claims, strict liability claims, lawsuits, fines, penalties, judgments, expenses (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to reasonable attorneys' fees), environmental remediation and clean-up costs, and damages that arise from or relate to common law principles and/or governmental laws, orders, directives, rules, regulations, orders, decrees, or other similar requirements that relate to environmental pollution, environmental control, or environmental matters of any insurance carrierkind, including, but not limited to, the Safe Drinking Water Act, 42 U.S.C. § 300f Et Seq.; the Federal Insecticide, Fungicide & Rodenticide Act, 7 U.S.C. § 136 Et Seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 Et Seq.; the Oil Pollution Act Of 1990, 33 U.S.C. § 2701 Et Seq.; the Clean Water Act, 33 U.S.C. § 1251 Et Seq.; the Clean Air Act, 42 U.S.C. § 7401 Et Seq.; the Resource Conservation And Recovery Act, 42 U.S.C. § 6901 Et Seq.; the Comprehensive Environmental Response, Compensation And Liability Act, 42 U.S.C. § 9601 Et Seq., and any equivalent state laws, as each may be amended from time to time.

Indemnification by Buyer. (a) Subject to the limitations set forth in this Article XI, from and after the Closing, Buyer agrees to shall indemnify and defend Seller, its officers, directors, shareholders, agents the Stockholders and each of its their respective Affiliates, stockholders, members, managers, officers, directors and their Affiliates employees (the “Seller Indemnified PartiesStockholder Indemnitees”) against, and agrees to shall hold it and them such Stockholder Indemnitees harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or Loss resulting from, arising out of any of the followingof, or incurred by such Stockholder Indemnitees in connection with, or otherwise with respect to: (ai) any breach or alleged breach of, or any inaccuracy contained in, any representation and warranty of Buyer or Merger Subs contained in this Agreement or in any other document, certificate, schedule or instrument delivered or executed in connection herewith (ii) any breach of any covenant or any inaccuracy agreement of Buyer or Merger Subs contained in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;; and (iii) any Actions, demands or assessments incidental to any of the matters set forth in clauses (i) or (ii) above (including any proceeding commenced by a Stockholder Indemnitee for the purpose of enforcing its rights under this Article XI). (b) any No Stockholder Indemnitee may make a claim for indemnification pursuant to Section 11.3(a)(i) (other than with respect to a breach of a Fundamental Representation or failure by Buyer with respect to perform any covenant fraud, intentional misrepresentation or obligation willful misconduct), unless and until indemnifiable Losses exceed the Deductible, in which case the Stockholder Indemnitee may recover all indemnifiable Losses in excess of Buyer set out in this Agreement;the Deductible. (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained Subject to the contrary, other than indemnification with respect to claims for the failure last sentence of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under this Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation11.3(c), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In in no event shall Buyer’s indemnification obligation under Section 10.3 exceed Buyer be obligated to indemnify the sum Stockholder Indemnitee in any amount in excess of the Purchase Priceaggregate Merger Consideration, as may be adjusted for any Contingent Payment. In case Notwithstanding any event provision of this Agreement, nothing in this Agreement shall occur which would otherwise entitle either party to assert a claim limit the liability of Buyer may have for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, fraud or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierintentional misrepresentation or willful misconduct.

Indemnification by Buyer. (a) Buyer agrees to shall indemnify and defend SellerSeller and its Affiliates and their respective stockholders, its members, managers, officers, directors, shareholdersemployees, agents agents, successors and each of its and their Affiliates assigns (the “Seller Indemnified PartiesIndemnitees”) against, and agrees to shall hold it and them harmless from, any and all Losses resulting from, arising out of, or incurred or suffered by any of the Seller Indemnified Parties relating to Indemnitee in connection with, or arising out of any of the followingotherwise with respect to: (ai) the failure of any representation and warranty or other statement by Buyer contained in this Agreement, the Ancillary Agreements, the Buyer Disclosure Schedule or any certificate or other document furnished or to be furnished to Seller 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; (ii) any breach of any covenant or agreement of Buyer contained in this Agreement, the Ancillary Agreements, the Buyer Disclosure Schedule or any inaccuracy certificate or other document furnished or to be furnished to Seller in connection with the transactions contemplated hereby and thereby; and (iii) any representation or warranty made by Buyer pursuant failure to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;perform when due the Assumed Liabilities. (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation not be liable for any Loss or Losses pursuant to Section 8.3(a) (“Seller under Section 10.3: Warranty Losses”) (i) with respect to any claim unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $40,000, in which event Seller gives notice to shall be liable for all Buyer later than the twelve-month anniversary Warranty Losses in excess of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely $40,000 and (except ii) to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and that Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 Warranty Losses exceed the sum twenty-five percent (25%) of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss as may be adjusted as provided herein, provided, however, nothing contained in this Section 8.3(b) shall be deemed to have been sustained by such party to the extent of limit or restrict in any manner any rights or remedies which Seller has, or might have, at Law, in equity or otherwise, based (i) any tax savings realized by such party with respect theretoon fraud or a willful misrepresentation or willful breach of warranty hereunder, or (ii) any after-tax proceeds received by such party from any third party, including but not limited Buyer’s breach of its obligations to any insurance carriermake payment of the Purchase Price.

Indemnification by Buyer. (a) Buyer agrees to indemnify Seller and defend Seller, its officersAffiliates, directors, shareholderspartners, agents and employees against and hold each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless fromon an after-Tax basis, from any Losses incurred and all Indemnifiable Damages which any such indemnified party may suffer or suffered incur by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach reason of or any in connection with (i) the inaccuracy in of any representation or warranty made by of Buyer pursuant to contained in this Agreement or any certificate, document, writing certificate or instrument agreement delivered pursuant hereto; (ii) the breach by Buyer of any covenant made by it in any of the Transaction Documents; (iii) the ownership and operation of the Assets after the Closing Date; and (iv) any obligation or liability assumed by Buyer hereunder or under any document, certificate or agreement delivered pursuant hereto. The foregoing obligation of Buyer shall be subject to this Agreement;and limited by each of the qualifications set forth below. (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer Except as set out forth in this Agreement; (c) the Assumed Liabilities; (d) any claim bynext succeeding sentence, or on behalf of or with respect toto bona fide and valid claims for which notice has been given prior to the date twelve (12) months from the Closing Date, each representation, warranty and covenant made by Buyer in this Agreement or pursuant hereto and the indemnity obligations set forth in this Section shall survive until the date twelve (12) months from the Closing Date, and thereafter all such representations, warranties, covenants and indemnity obligations and any liability thereunder shall be extinguished. The right of Seller to assert claims for Indemnifiable Damages arising out of the ownership or operation of the Assets or the Systems after the Closing Date and any obligation or liability assumed by Buyer hereunder or loss relating to, employees pursuant hereto shall survive indefinitely. (c) The indemnity obligations of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer hereunder shall have no indemnification obligation to Seller under Section 10.3: not apply (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes that Seller or any Affiliates are compensated for the same loss under Seller's or any Affiliate's insurance policies in the absence of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation any indemnity hereunder if the insurers under Section 10.3 exceed the sum such policy waive their rights of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party subrogation with respect thereto, or ; (ii) if the damages to Seller or any after-tax proceeds received by Affiliates do not exceed $250,000; and (iii) if such party from any third partydamages exceed $250,000, including but not limited the indemnity obligations hereunder shall only apply to any insurance carrierthat portion of the damages that exceed such $250,000 threshold and thereafter losses shall be paid up to a maximum of $1,000,000.

Indemnification by Buyer. Buyer agrees to shall indemnify and defend hold Seller, ------------------------ its partners, directors, officers, shareholders and agents harmless from and against any loss, cost, expense or other damages suffered by Seller, its officerspartners, directors, shareholdersofficers, shareholders and agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless resulting from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: of, or incurred with respect to: (a) any the operation of the Systems on or after the Closing Date; (b) during the period of survival of such representation or warranty, the breach of or any inaccuracy in any representation or warranty made by Buyer herein or in any certificate delivered pursuant to this Agreement hereto; or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (bc) any breach of or the failure by Buyer to perform comply with any covenant or obligation of Buyer set out forth herein or in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Datecertificate delivered hereunder. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification Buyer's indemnity obligation to Seller under Section 10.3: clauses (ib) and (c) above shall be Seller's sole remedy against Buyer with respect to any claim of which such matters and shall be subject to the following limitations: (x) Buyer shall not be obligated to indemnify Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With with respect to indemnification claims made by Seller under Section 10.3 for such clause until such time as the aggregate amount of all such claims for exceeds the failure sum of Buyer $10,000,000, (y) if the aggregate amount of all such claims exceeds the sum of $10,000,000, the maximum aggregate amount of Buyer's indemnity obligations to satisfy the Assumed Liabilities, Seller under such indemnification obligations clause with respect to such claims shall continue indefinitely (except be limited to the extent reduced by applicable statutes aggregate amount of limitation), there shall be no minimum threshold, such claims in excess of $10,000,000 and Seller shall be entitled to first dollar indemnification. In (z) in no event shall the aggregate amount of Buyer’s 's indemnity obligation to Seller under this Section 15.3 exceed $30,000,000. Anything herein to the contrary notwithstanding , any indemnification obligation under Section 10.3 exceed claim with respect to the sum operation of the Purchase Price. In case any event Systems on or after the Closing or pre-closing obligation assumed by Buyer shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall not be deemed to have been sustained by such party subject to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierlimitations set forth in this Section.

Indemnification by Buyer. (a) Buyer agrees, upon and subject to the occurrence of the Closing, to indemnify the Companies and the Shareholders against and hold the Companies and each Shareholder harmless from any and all claims, obligations, costs and expenses, including without limitation, reasonable attorneys' fees and expenses, and liabilities of and damages thereto arising out of the material breach of any representation, warranty, covenant or agreement of Buyer contained in Sections 5.3 (Capital Stock), 5.4 (Buyer Shares), 5.5 (Authority) and 6.4(b) (Proxy Statement matters) hereof (the "Surviving Buyer Warranties"). Buyer agrees to similarly indemnify the Majority Shareholder and defend Seller▇▇▇▇▇ ▇▇▇▇▇▇▇ against and hold them harmless from any such claims, obligations, costs and expenses arising by reason that either such person becomes an officer and/or director of Buyer upon or after the Closing and based upon any alleged act, omission or misconduct of Buyer, or its officers, directorsdirectors or other agents, shareholders, agents prior to the Closing to the same extent as all other officers and each directors of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;Buyer. (b) The indemnified parties agree to give Buyer prompt written notice of any breach claim, assertion, event or proceeding by or in respect of or failure by Buyer to perform a third party of which they have knowledge concerning any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating todamage as to which they may request indemnification hereunder, employees provided that the failure to give such notice shall not impair the rights of the indemnified parties hereunder or otherwise if and to the extent that the Buyer employed is not prejudiced thereby. Buyer shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding (provided that Buyer shall have first acknowledged its indemnification obligations hereunder specifically in respect of such claim or proceeding) at its own expense, which counsel shall be reasonably satisfactory to the indemnified party or parties. If Buyer elects to assume the defense of any such claim or proceeding, the indemnified party or parties may participate in such defense, but in such case the expenses of the indemnified party or parties incurred in connection with such participation shall be paid by the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contraryindemnified party or parties, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: unless (i) with respect the indemnified party or parties have legal defenses available to any claim of them which Seller gives notice to Buyer later are different than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.those available 26

Indemnification by Buyer. (a) Except as otherwise provided in Article XI, Buyer agrees to indemnify indemnify, defend and defend hold Seller and Parent and their Affiliates harmless from and against any and all Claims sustained after Closing by Seller, Parent or any of their Affiliates based upon, arising out of or otherwise in respect of (i) the inaccuracy of any representation or warranty, or the breach of any covenant or agreement, of Buyer contained in this Agreement or in any certificate, agreement, document or instrument delivered pursuant to this Agreement, (ii) the operation of the Business or the ownership, management or use of the Assets after the Closing, unless and to the extent that such claim arises solely from any action of Seller, Parent or any of their Affiliates after the Closing, or (iii) any Claim of any fiscal authority relating to Taxes arising out of or resulting from Buyer or its officersAffiliates reporting to any Governmental Entity in Venezuela upon the initial transfer of the Drilling Rigs by BVI to Buyer or any Affiliate of Buyer any value different than the values of the respective Drilling Rigs indicated on Schedule 1(f)(ii) reported to Governmental Entities in Venezuela by Seller or its Affiliates for entrance and clearance purposes as of the date of entry of such Drilling Rigs into the country in which they are currently located; provided, directorshowever, shareholdersthat Buyer shall have no liability pursuant to this Section 10.1(a) for the first $50,000 of aggregate Claims in respect of the matters described above incurred by Seller, agents and each of its and Parent or their Affiliates (the “"Seller Indemnified Parties”Basket") againstand Buyer shall be responsible only for such amounts of such Claims as exceed the Seller Basket. The foregoing indemnification is given solely for the purpose of protecting Seller, Parent and agrees their Affiliates and shall not be deemed extended to, or interpreted in a manner to hold it and them harmless fromconfer any benefit, right or cause of action upon, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;third party. (b) Seller or Parent shall notify Buyer within 30 Business Days of the assertion of any breach Claim or the discovery of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; fact (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained which fact has been brought to the contrary, other than indemnification with respect to claims for the failure attention of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to a responsible executive officer of Seller under Section 10.3: (ior Parent) with respect to any claim of upon which Seller gives notice or Parent intends to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert base a claim for indemnification hereunder; provided, no loss however, that the failure of Seller or Parent to so notify Buyer shall be deemed not relieve Buyer from any liability under this Agreement to have been sustained Seller or Parent with respect to such Claim unless Buyer is prejudiced or damaged by such party the failure to receive timely notice. In the event of any Claim, Buyer, at its option, may assume (with legal counsel reasonably acceptable to Seller or Parent, as applicable) the defense of any claim, demand, lawsuit or other proceeding, which claim, demand, lawsuit or other proceeding may give rise to the extent indemnity obligation of Buyer under this Section 10.1, and may assert any defense of Seller, Parent or Buyer; provided, however, that Seller or Parent, as applicable, shall have the right at its own expense to participate jointly with Buyer in the defense of any claim, demand, lawsuit or other proceeding in connection with which Seller or Parent claims indemnification hereunder. Notwithstanding the right of Seller -27- 29 or Parent to participate, Buyer shall have the sole right to settle or otherwise dispose of such claim, demand, lawsuit or other proceeding on such terms as Buyer, in its sole discretion, shall deem appropriate with respect to any issue involved in such claim, demand, lawsuit or other proceeding as to which (i) any tax savings realized by such party with respect theretoBuyer shall have acknowledged the obligation to indemnify Seller or Parent hereunder, or (ii) Seller or Parent, as applicable, shall have declined to participate; provided, however, that no such Claim shall be settled by Buyer in any after-tax proceeds received by such party from any third partymanner that could reasonably be expected to have a material adverse effect on the business of Seller or Parent taken as a whole without the prior written consent of Seller or Parent, including but not limited to any insurance carrieras applicable.

Indemnification by Buyer. Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to defend, indemnify and hold Seller under Section 10.3: and the Company harmless from and against and in respect of any and all actual losses, liabilities, damages, demands, claims, suits, proceedings, judgments, settlements, assessments, costs and expenses, including reasonable attorney's fees, incurred directly by Seller, the Company and their respective Affiliates (ihereinafter "Seller Losses"; together with Buyer Losses, "Losses") with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent arising out of (i) any tax savings realized by such party with respect thereto, breach of any of the representations and warranties contained in Section 2 hereof or (ii) any after-tax proceeds received breach by such party from Buyer of any of its covenants in this Agreement other than in the Ancillary Agreements which shall be governed by the terms thereof. Seller shall give Buyer prompt written notice of any third party claim which may give rise to any indemnity obligation under this section, together with the estimated amount of such claim, and Buyer shall have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying Seller within thirty (30) days of receipt of Seller's written notice; provided, however , that Buyer's counsel shall be reasonably satisfactory to Seller. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If Seller desires to participate in any such defense assumed by Buyer, it may do so at its sole cost and expense. If Buyer declines or fails to assume any such defense, it shall be liable for all costs and expenses of defending such claim incurred by Seller, including reasonable fees and disbursements of counsel. Neither party shall, without the prior written consent of the other party, including but which shall not limited be unreasonably withheld, settle, compromise or offer to settle or compromise any insurance carriersuch claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the other party or any subsidiary or Affiliate thereof or if such settlement or compromise involves a finding or admission of any violation of law, or if such settlement or compromise does not include an unconditional release of the other party for any liability arising out of such claim or demand. (b) The foregoing obligation to indemnify Seller and the Company set forth in Section 8.3(a) shall be subject to each of the following limitations: (i) No reimbursement for Seller Losses asserted against Buyer under Section 8.3(a)(i) above shall be required unless and until the cumulative aggregate amount of such Seller Losses equals or exceeds seven million five hundred thousand dollars ($7,500,000.00) (the "Buyer Threshold") and then only to the extent that the cumulative aggregate amount of Seller Losses, as finally determined, exceeds the Buyer Threshold; provided that in calculating the Buyer Threshold, any Seller Losses which individually total less than fifty thousand dollars ($50,000.00) each ("De Minimis Seller Losses") shall be excluded in their entirety and Buyer in any event shall have no liability hereunder to Seller or the Company for any such De Minimis Seller Losses; and (ii) Buyer's liability to Seller and the Company under

Indemnification by Buyer. (a) From and after the Closing Date, subject to the other provisions of this Article 8, Buyer agrees to indemnify Seller and defend Seller, its officers, directors, shareholdersemployees and Affiliates (collectively, agents the “Indemnified Seller Entities”) and to defend and hold each of its them harmless from and their Affiliates (the “Seller Indemnified Parties”) against, any and agrees to hold it and them harmless fromall Indemnifiable Losses suffered, any Losses paid or incurred or suffered by any of such Indemnified Seller Entity to the Seller Indemnified Parties relating to or extent arising out of or resulting from (i) any breach or inaccuracy of any of the followingrepresentations and warranties made by Buyer in Article 4 or in any certificate delivered in connection with this Agreement, (ii) any breach by Buyer of any of its covenants or agreements of Buyer contained in this Agreement, (iii) the Acquired Assets or (iv) the Assumed Liabilities, other than any Indemnifiable Loss relating to any matter for which an Indemnified Buyer Entity is entitled to indemnification under Section 8.01 (without giving effect to Section 7.01) or (v) the Acquired Assets, other than any Indemnifiable Loss relating to any matter for which an Indemnified Buyer Entity is entitled to indemnification under Section 8.01 (without giving effect to Section 7.01). (b) Notwithstanding anything to the contrary contained in this Agreement, the Indemnified Seller Entities shall be entitled to: (ai) only if the aggregate Indemnifiable Losses to all Indemnified Seller Entities with respect to all such claims exceed the Deductible, whereupon (subject to the provisions of clauses (ii) and (iii) below) Buyer shall be obligated to pay only such amounts that exceed the Deductible; provided, that the Deductible shall not apply to Indemnifiable Losses suffered, paid or incurred by an Indemnified Seller Entity arising out of or as a result of a breach or inaccuracy in or otherwise related to any of the Specified Representations made by Buyer or claims pursuant to Sections 8.02(a)(ii), (iii) or (iv); (ii) only with respect to individual items (or series of related items) where the Indemnifiable Losses relating thereto are in excess of $50,000 (any items less than such threshold shall not be aggregated for the purposes of the immediately preceding clause (i)); provided that this Section 8.02(b)(ii) shall not apply to Indemnifiable Losses suffered, paid or incurred by an Indemnified Seller Entity arising out of or as a result of any breach of or any inaccuracy in any representation or warranty of the Specified Representations made by Buyer or any claims pursuant to this Agreement Sections 8.02(a)(ii), (iii) or any certificate(iv); and (iii) only with respect to such claims made on or before the expiration, documentif any, writing or instrument delivered by Buyer of the survival period pursuant to Section 7.01 for the applicable representation, warranty, covenant or agreement. (c) Notwithstanding anything to the contrary contained in this Agreement; (b) , in no event shall the Indemnified Seller Entities be entitled to aggregate indemnification in excess of the Cap; provided, that the Cap shall not apply to Indemnifiable Losses suffered, paid or incurred by an Indemnified Seller Entity arising out of or as a result of any breach of or failure inaccuracy in any of the Specified Representations made by Buyer or claims pursuant to perform any covenant Sections 8.02(a)(ii), (iii) or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities;iv). (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained This Section is subject to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under limitations set forth in Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier7.03.

Indemnification by Buyer. Buyer agrees (a) Subject to indemnify the other terms and defend Sellerconditions of this Agreement, its Shareholder and their respective officers, directors, shareholders, agents stockholders and each of its and their Affiliates respective affiliates (the each a “Seller Shareholder Indemnified PartiesParty”) against, shall be held harmless and agrees indemnified by Buyer to hold it and them harmless from, the extent of any Losses incurred or suffered by any of resulting from (i) the Seller Indemnified Parties relating to or arising out breach of any representation or warranty of the following: Buyer contained herein; or (aii) any breach of any covenant or any inaccuracy in any representation or warranty made agreement of Buyer contained herein. Additionally, Shareholder shall be held harmless and indemnified by Buyer pursuant to this Agreement or the extent of any certificate, document, writing or instrument delivered Losses resulting from any personal liability incurred by Buyer pursuant Shareholder under a performance bond of the Company (which was in place prior to this Agreement;the Closing) where Shareholder agreed to personally guarantee the obligations of the Company. (b) The Shareholder Indemnified Parties’ indemnification rights pursuant to Section 9.4(a) shall be limited as follows: (i) The Shareholder Indemnified Parties shall not be entitled to any breach indemnification until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant to Section 9.4(a) exceeds the Basket, whereupon, the Seller Indemnified Party shall be entitled to indemnification for the full amount of such Losses over and above $125,000.00. (ii) The Shareholder Indemnified Parties shall not be entitled to any indemnification for any amount of indemnifiable Losses in excess of an amount equal to the Indemnification Cap; provided, however, that the Indemnification Cap shall not apply to claims for indemnification based upon (A) breaches of the Excluded Buyer Representations or failure by Buyer to perform any covenant (B) fraud and or obligation of Buyer set out in this Agreement;willful misconduct. (c) the Assumed Liabilities; (d) The amount of any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect Loss subject to indemnification under this Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there 9.4 shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent calculated net of (i) any tax savings realized insurance proceeds actually received by the Shareholder Indemnified Party on account of such party with respect thereto, or Loss and (ii) any after-tax proceeds indemnification payments made by any third party. (d) A Shareholder Indemnified Party shall give Buyer written notice of any claim, assertion, event or proceeding as to which such Shareholder Indemnified Party has determined has given or would give rise to a right of indemnification under this Agreement, within sixty (60) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises and shall include copies of all correspondence received by such party from any third partyparty in connection with any such claim; provided, including but however, that the failure to provide such notice shall not limited release the Indemnifying Parties from any of their obligations under this Article IX except to the extent that the Indemnifying Parties are materially prejudiced by such failure and shall not relieve any Indemnifying Party from any other obligation or Liability that it may have to any insurance carrierShareholder Indemnified Party otherwise than under this Article IX. (e) With respect to any Third Party Claim for which indemnification is sought under Section 9.4(a), Buyer shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense, provided, that Buyer acknowledges on behalf of the Indemnifying Parties in writing its obligation to indemnify the Shareholder Indemnified Party hereunder against any Losses that may result from such Third Party Claim. If Buyer elects to assume the defense of any such claim or proceeding, Buyer shall consult with the Shareholder Indemnified Party for the purpose of allowing the Shareholder Indemnified Party to participate in such defense, but in such case the expenses of the Shareholder Indemnified Party shall be paid for by the Shareholder Indemnified Party and shall not be recoverable as part of any indemnification claim. A Shareholder Indemnified Party shall provide Buyer and its counsel with reasonable access to all records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise reasonably cooperate with Buyer in the defense or settlement thereof. If Buyer elects to direct the defense of any such claim or proceeding, the Shareholder Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless Buyer consents in writing to such payment, which consent shall not be unreasonably withheld or delayed. If Buyer fails to defend or if, after commencing or undertaking any such defense, Buyer fails to prosecute or withdraws from such defense, the Shareholder Indemnified Party shall have the right to undertake the defense or settlement thereof. If the Shareholder Indemnified Party assumes the defense of any such claim or proceeding and proposes to settle such claim or proceeding, then the Shareholder Indemnified Party shall give Buyer prompt written notice thereof, and Buyer shall have the right to participate in the settlement of such claim or proceeding and consent thereto or assume or reassume the defense of such claim or proceeding. (f) With respect to any non-Third Party Claim for indemnification hereunder, if the parties are unable to negotiate a settlement of such claim, then such claim shall be resolved in accordance with Article XI. (g) Anything herein to the contrary notwithstanding, except in the case of fraud or willful misconduct, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of a Shareholder Indemnified Party, after the consummation of the transactions contemplated hereby, to rescind this Agreement or any of the transactions contemplated hereby. (h) Except in the case of fraud or willful misconduct, the Shareholder Indemnified Parties shall not be entitled to indemnification for any consequential, special, exemplary or punitive damages or any multiple of damages or diminution in value. (i) Any liability for indemnification under this Section 9.4 shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.

Indemnification by Buyer. (a) Buyer agrees to indemnify shall indemnify, defend, save and defend keep Seller, its officerssuccessors and assigns and its stockholders, directors, shareholdersofficers, agents affiliates, representatives and each of its and their Affiliates employees (the “Seller Indemnified PartiesPerson”) against), forever harmless against and agrees to hold it and them harmless from, any Losses from all Damages sustained or incurred or suffered by any of the foregoing Seller Indemnified Parties relating to Persons as a result of or arising out of any or by virtue of the following: (ai) any breach of or any inaccuracy in any incorrect representation or warranty made by Buyer pursuant to this Agreement herein, Ancillary Agreements, Buyer Agreements, the Disclosure Schedule or in any certificate, documentexhibit or schedule delivered to Buyer in connection herewith, writing and (ii) any breach of any covenant or instrument delivered obligation to be performed hereunder by Buyer pursuant to this Agreement;Buyer. (b) As soon as practicable after obtaining knowledge thereof, any breach Seller Indemnified Person shall notify Buyer of any claim or failure by Buyer demand which the Seller Indemnified Person has determined has given or could give rise to perform any covenant or obligation a right of Buyer set out in indemnification under this Agreement;. A failure to give such notice shall not negate a right to indemnification hereunder; provided, however, that the Seller Indemnified Person shall bear any amount of Damages resulting directly from a failure to give a timely notice. If such claim or demand relates to a claim or demand asserted by a third party against the Seller Indemnified Person and if Buyer acknowledges in writing its obligations to indemnify and hold harmless under this Section 7.2, Buyer shall have the right to employ such counsel that is reasonably acceptable to Seller to defend any such claim or demand asserted against the Seller Indemnified Person. The Seller Indemnified Person shall have the right to participate in the defense of any said claim or demand at its own cost and expense, provided that unless the Seller Indemnified Person bears a greater risk of loss than Buyer, the Seller Indemnified Person shall control the defense of said claim or demand. (c) The Seller Indemnified Person shall make available to Buyer or its representatives all records and other materials required for use in contesting any claim or demand asserted by a third party against any Seller Indemnified Person. Whether or not Buyer so elects to defend any such claim or demand, the Assumed Liabilities;Seller Indemnified Person shall not have any obligation to do so and the Seller Indemnified Person shall not waive any rights it may have against Buyer under this Section 7.2 with respect to any such claim or demand by electing or failing to elect to defend any such claim, provided that the Seller Indemnified Person against which a claim or demand is asserted in the first instance shall file in a timely manner any answer or pleading with respect to a suit or proceeding in such action as is necessary to avoid default or other adverse results. (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of The Buyer employed in connection with indemnification obligations under this Agreement shall survive until the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month second anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely . (except to the extent reduced by applicable statutes of limitation), there e) There shall be no minimum thresholdliability for Buyer under this Section 7.2, and unless the amount of Damages incurred by the Seller Indemnified Person exceeds $10,000 in the aggregate. Buyer’s liability to the Seller Indemnified Person under this Section 7.2 shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier$250,000 in the aggregate, other than Damages that result from fraud or intentional misconduct, whereupon the Seller Indemnified Person may seek all additional remedies available at law or in equity.

Indemnification by Buyer. 14.3.1 Subject to the terms and conditions of this Section 13.3 and if (but only if) the Closing is consummated, Buyer hereby agrees to indemnify indemnify, defend and defend Sellerhold harmless Seller and any parent, its officerssubsidiary, directorsdirector, shareholders, agents and each officer or employee of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, from any Losses incurred or suffered Damages arising by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach reason of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; resulting from (bi) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy duly and punctually pay the Assumed Liabilitiesliabilities of Seller expressly assumed by Buyer hereunder or to perform any and all of its obligations under this Agreement or any other agreement contemplated hereby after the expiration of any applicable notice and cure periods, if any, (ii) any and all Damages accruing from and after the Closing that result from Buyer's operation of the Best Stores, including, without limitation, with respect to Taxes, (iii) all liabilities and obligations with respect to the Business, Buyer's ownership of the Assets, Store Closing Sales or other sales, from and after the Closing, and (iv) any breach by Buyer of the representations and warranties contained in Article 8. The indemnity provided under this Section 13.3.1 shall be secured pursuant to a Five Million Dollar ($5,000,000) standby letter of credit (the "Indemnification Letter of Credit"), in form and substance reasonably acceptable to Buyer and Seller, delivered at Closing by Buyer. Notwithstanding any other provision of this Agreement, other than the delivery of the Indemnification Letter of Credit and with respect to the Guaranty, Buyer shall have no further obligation or liability under this Section 13.3 and Seller's indemnification obligation obligations shall be limited to Five Million Dollars ($5,000,000). 14.3.2 Prior to drawing down any amounts under the Indemnification Letter of Credit, Seller under Section 10.3: shall (i) with respect to any claim of which Seller gives notice certify in writing to Buyer later than the twelve-month anniversary of the Closing Date. With respect that Seller believes it has a valid claim against Buyer under this Section 13.3, and (ii) afford Buyer five (5) Business Days to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilitiespay such claim; provided, such indemnification obligations however, that Seller shall continue indefinitely (except not be subject to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of obligations set forth in clauses (i) any tax savings realized by such party with respect thereto, or and (ii) any after-tax proceeds received from and after the date Buyer is subject to a case under the Bankruptcy Code. If such certification has been made to Buyer by Seller and Buyer has not otherwise paid such party from any third partyclaim, including but not limited Seller may five (5) Business Days following the delivery of the certification draw down on the Indemnification Letter of Credit only up to any insurance carrierthe amount of its claim.

Indemnification by Buyer. Subject to the terms and conditions of this ARTICLE XI, Buyer agrees to shall indemnify and defend hold harmless Seller from and against any and all Damages asserted against, resulting to, imposed upon or incurred by Seller, its officersdirectly or indirectly, directors, shareholders, agents and each by reason of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless or resulting from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any Any inaccuracy in or breach of or any inaccuracy in any representation or warranty made by of Buyer pursuant to contained in this Agreement or in any certificate, document, writing instrument or instrument document delivered by Buyer pursuant to this Agreementhereto; (b) any Any breach of or failure by Buyer to perform of any covenant of its covenants or obligation of Buyer set out agreements contained in this AgreementAgreement or in any certificate, instrument or document delivered pursuant hereto; (c) the The Assumed Liabilities; (d) any claim byThe ownership, management or on behalf use by Buyer of or with respect to, the Assets from and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained , except to the contrary, other than indemnification extent Buyer is indemnified by Seller with respect to claims for such matters in SECTION 11.2; (e) The operation of the failure Business prior to the Closing Date; (f) Any products distributed or sold by Buyer from and after the Closing Date; (g) Any acts or omissions of Buyer after the Closing Date or any events or occurrences involving the Assets, the operation of the Business or the employees of Buyer or its Affiliates taking place after the Closing Date, except to satisfy the Assumed Liabilitiesextent Buyer is indemnified by Seller with respect to such matters pursuant to SECTION 11.2; and (h) Subject to Seller's fulfillment of its obligations under SECTION 7.9(D), any Damages to Seller that arises under the WARN Act as a result of the termination of the Employees on the Closing Date (collectively, "Seller Claims"). The indemnity obligations of Buyer under this SECTION 11.2 shall have not be affected by the disclosure of a matter on any Schedule to this Agreement or the fact that the Damages arose or were incurred without an inaccuracy in or breach of any representation or warranty of Buyer contained in this Agreement. Notwithstanding the foregoing, no indemnification obligation shall be required to Seller under Section 10.3: be made by Buyer pursuant to subsections (ia) and (b) of this SECTION 11.3 with respect to any claim Seller Claims unless and until the aggregate amount of which Damages incurred by Buyer with respect to all such Seller gives notice to Buyer later than the twelve-month anniversary of Claims (whether asserted, resulting, imposed, or incurred before, on, or after the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum ) exceeds one percent of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss it being agreed and understood that, if such amount is exceeded, Buyer shall be deemed to have been sustained by such party liable to the full extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third partyDamages, including but those not limited to any insurance carrierin excess of one percent of the Purchase Price.

Indemnification by Buyer. (a) Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents hold harmless each Seller Group Member from and each of its against any and their Affiliates (the “all Losses and Expenses incurred by such Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Group Member in connection with or arising out from: (i) Any breach or failure by Buyer of any of the following: (a) any breach of its covenants, agreements, or any inaccuracy in any representation or warranty made by Buyer pursuant to obligations arising under this Agreement or any certificate, document, writing Buyer Ancillary Agreement. (ii) Any breach of any warranty or instrument the inaccuracy of any representation of Buyer contained or referred to in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant to this Agreement;hereto. (iii) Buyer's ownership, use or operation of the Business after the Closing Date. (iv) Any Assumed Liability or Assumed Commitment. (b) any breach of or failure by Buyer Notwithstanding anything to perform any covenant or obligation of Buyer set out in this Agreement;the contrary contained herein: (ci) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation be required to indemnify and hold Seller under Section 10.3: harmless for any claims asserted solely pursuant to clauses (i) and (ii) of Section 11.2(a) with respect to any claim of which Losses and Expenses incurred by a Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except Group Member only to the extent reduced that the aggregate amount of such Claim exceeds Two Hundred and Fifty Thousand United States Dollars (US$250,000); and (ii) The aggregate amount required to be paid by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled Buyer pursuant to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of clauses (i) any tax savings realized by such party with respect thereto, or and (ii) of Section 11.2(a) shall not exceed Five Million United States Dollars (US$5,000,000). (c) The indemnification provided for in this Section 11.2 shall terminate eighteen (18) months after the Closing Date (and no claims shall be made by any after-tax proceeds received Seller Group member under this Section 11.2 thereafter), except that the indemnification by such party from any third party, including but not limited Buyer shall continue as to any insurance carrierevent, fact or circumstance of which any Seller Group Member has notified Buyer in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.2, with respect to which the indemnification obligation of Buyer shall continue until the liability of Buyer shall have been determined pursuant to this Article 11, and Buyer shall have reimbursed all Seller Group Members for the full amount of such Losses and Expense in accordance with this Article 11.

Indemnification by Buyer. From and after the Closing, Buyer agrees to will indemnify Sellers and defend Seller, its their Affiliates and their respective officers, directors, shareholdersmembers, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) againstemployees, agents, representatives, successors, and agrees to hold it permitted assigns (collectively, the "Seller Parties") from and them harmless from, any Losses incurred against and pay on behalf of or suffered by any of the reimburse such Seller Indemnified Parties relating to or arising out in respect of any of the followingLoss which any Seller Party may suffer, sustain, or become subject to, as a result of: (a) any the breach of or any inaccuracy in any representation or warranty made by of Parent or Buyer pursuant to contained in this Agreement or any certificate, document, writing Schedule hereto or instrument certificate delivered by Buyer pursuant to this Agreement;hereunder; or (b) any the breach of or failure by Buyer to perform any covenant or agreement of Parent or Buyer contained in this Agreement. Notwithstanding the foregoing, the obligation of Buyer set out in to provide indemnification pursuant to this Agreement; Section 7.3 will be subject to the following limitations (c) provided that the Assumed Liabilities; (d) following limitations shall not apply to any claim by, involving Fraud by or on behalf of Buyer (including any Fraud committed by any officer, manager, director, employee or with respect to, and any obligation or liability or loss relating to, employees agent of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary consummation of the Closing Date. With respect transactions contemplated by this Agreement)): (1) Buyer's total liability pursuant to Section 7.3(a) will not exceed in the aggregate the final Purchase Price actually received by all Sellers under this Agreement; (2) the amount of Losses for which indemnification is provided under this Section 10.3 for claims for 7.3 will be offset by amounts that are reimbursable by and actually recovered by the failure Seller Parties from insurance (net of Buyer any deductible or co-payment and all out of pocket costs related to satisfy such recovery) and any Tax benefits actually realized by the Assumed Liabilities, Indemnified Party by reason of such indemnification obligations shall continue indefinitely Losses in the year in which the corresponding indemnity payment is made or any prior year; and (3) except to the extent reduced by applicable statutes of limitation)awarded in a Third Party Claim, there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In in no event shall Buyer’s indemnification obligation Parent or Buyer be liable under Section 10.3 exceed the sum this Agreement for punitive damages, regardless of the Purchase Priceform of action through which such damages are sought. In case After the Closing, except for a Seller Party's right to specific performance or injunctive relief or for claims involving Fraud by or on behalf of Parent or Buyer (including any event Fraud committed by any officer, manager, director, employee or agent of Parent or Buyer in connection with the consummation of the transactions contemplated by this Agreement) and other than claims pursuant to Section 1.5 and claims against Parent or Buyer in respect of Parent's or Buyer's covenants in Section 6 or Section 8 of this Agreement, the indemnity provisions contained in this Section 7.3 will be the Seller Parties' sole and exclusive remedy for any claim relating to breaches of this Agreement, and the Seller Parties shall occur which would otherwise entitle either party to assert a claim not avoid this limitation on liability or claims by seeking damages for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent breach of (i) any tax savings realized by such party with respect thereto, contract or (ii) any after-tax proceeds received by such party from any third party, including but not limited tort or pursuant to any insurance carrierother theory of liability in respect thereof, all of which are hereby waived.

Indemnification by Buyer. If the Closing occurs, Buyer agrees to shall indemnify and defend Seller, its Affiliates and each of their respective officers, directors, shareholdersemployees, stockholders, agents and each of its representatives against and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, from any Losses suffered or incurred or suffered by any of such Indemnified Party to the Seller Indemnified Parties relating to or extent arising out of any of the followingfrom: (a) any breach of or any inaccuracy in any representation or warranty made of Buyer which survives the Closing contained in this Agreement or in any certificate delivered pursuant hereto (it being agreed and acknowledged by Buyer the parties that for purposes of Seller’s right to indemnification pursuant to this Agreement or Section 10.3 the representations and warranties of Buyer contained herein shall not be deemed qualified by any certificate, document, writing or instrument delivered by Buyer pursuant references herein to this Agreement;materiality generally), (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out contained in this Agreement;, (c) all obligations and liabilities related to the Assumed Liabilities;Assets, other than Retained Liabilities and other items which Seller has expressly agreed to pay or perform pursuant to this Agreement or for which indemnification is provided pursuant to Sections 10.1 and 10.2, (d) any claim byall Indemnified Environmental Claims, or on behalf of or with respect toother than Environmental Claims for which Seller is obligated to indemnify Buyer pursuant to Section 10.1; and (e) all Environmental Losses, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, whether arising on-site or off-site, other than indemnification with respect to claims Environmental Losses for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice is obligated to indemnify Buyer later than the twelve-month anniversary of the Closing Date. With respect pursuant to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier10.1.

Indemnification by Buyer. Upon Closing, Buyer agrees to indemnify shall defend, indemnify, and defend hold harmless Seller, its officersAffiliates and their respective members, managers, directors, shareholdersofficers, employees, agents and each of its other representatives from and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of against the following: (a) any All Losses arising from the breach by Buyer of or any inaccuracy in any representation or warranty made by Buyer pursuant to set forth in this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreementthat survives Closing; (b) any All Losses arising from the breach of or failure by Buyer to perform of any covenant or obligation of Buyer set out forth in this Agreement; (c) All Losses arising from the Assumed Liabilities;ownership and operation of the Acquired Assets after the Effective Date but excluding the Excluded Obligations; and (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and All Losses arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy from the Assumed Liabilities. Notwithstanding the above, Buyer the following limitations shall have no apply to Buyer’s indemnification obligation to Seller under Section 10.3: obligations: (i) with respect Buyer shall not be obligated to indemnify Seller for any claim Loss under clause (a) and clause (b) of which this Section 17.3 unless Seller gives has delivered a written notice of such Loss prior to Buyer later than the twelve-month anniversary expiration of the Closing Survival Date. With respect Any such Loss for which Buyer does not receive written notice prior to indemnification under Section 10.3 for claims for the failure expiration of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss survival period shall be deemed to have been sustained be an Excluded Obligation. (ii) The amount of Losses required to be paid by such party Buyer to indemnify Seller pursuant to this Agreement shall be reduced to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds amounts actually received by Seller pursuant to the terms of insurance policies (if any) covering such party from any third party, including but claim. (iii) In no event will Buyer’s aggregate liability under Section 17.3(a) exceed Ten Million Dollars ($10,000,000); provided that such limitation shall not limited apply to any insurance carrierBuyer’s liabilities attributable to Buyer’s ownership and operation of the Acquired Assets following Closing.

Indemnification by Buyer. (a) After the Closing, Buyer hereby agrees to indemnify indemnify, defend and defend Seller, its officers, directors, shareholders, agents hold Seller harmless against and each of its and their Affiliates (the “Seller Indemnified Parties”) againstwith respect to, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the shall reimburse Seller Indemnified Parties relating to or arising out of any of the followingfor: (a1) Any and all losses, liabilities or damages resulting from any material breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement Agreement, or any material failure by Buyer to perform any covenant of Buyer set forth herein or in any certificate, document, writing document or instrument delivered to Seller under this Agreement; (2) Any failure by Buyer to pay, perform or discharge any and all Assumed Liabilities or any other liabilities of, or assumed by, Buyer pursuant to this Agreement; (b3) any breach Any litigation, proceeding or claim arising from the business or operations of the Assets on or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained ; and (4) Any and all out-of-pocket costs and expenses, including reasonable legal fees and expenses, incident to any action, suit, proceeding, claim, demand, assessment or judgment incident to the contraryforegoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification or in enforcing this indemnity. (b) Buyer's obligation to indemnify Seller under pursuant to Section 10.3: 10.3(a) shall be subject to all of the following limitations: (i1) Seller shall be entitled to indemnification only for those damages arising with respect to any claim of as to which Seller gives has given Buyer written notice within the appropriate time period set forth in Section 10.1 hereof for such claim. (2) Anything in this Agreement any applicable law to the contrary notwithstanding, it is understood and agreed by Seller that, other than with respect to Buyer later than the twelve-month anniversary (but not including any director, officer, employee, agent or Affiliate of Buyer), as expressly provided for in Section 10.3(b), no director, officer, employee, agent or Affiliate of Buyer shall have (I) any personal liability to Seller as a result of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure breach of any representation, warranty, covenant or agreement of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would contained herein or otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) personal obligation to indemnify Seller for any after-tax proceeds received by of Seller's claims pursuant to Section 10.3(a), and Seller waives and releases and shall have no recourse against any one of such party from parties described in this Section 10.3(b)(2) as the result of the breach of any third partyrepresentation, including but not limited to any insurance carrierwarranty, covenant or agreement of Buyer contained herein or otherwise arising out of or in connection with the transactions contemplated hereby or the operations of the Stations.

Indemnification by Buyer. Buyer hereby agrees to indemnify indemnify, defend and defend Sellerhold harmless Sellers and any parent, its officers, directors, shareholders, agents and each subsidiary or affiliate companies of its and their Affiliates Sellers (the “"Seller Indemnified Parties”Companies") against, and agrees to hold it and them harmless from any Damages arising by reason of or resulting from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach of claim made against Sellers or any inaccuracy in any representation or warranty made by Buyer pursuant member of the Seller Companies relating to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreementthe Assumed Liabilities; (b) any breach claim made against Sellers or any member of or failure by Buyer the Seller Companies relating to perform any covenant or obligation the conduct of Buyer set out in this Agreement;the Filter Business after the Closing Date; and (c) the Assumed Liabilities;any breach of any representation or warranty of Buyer made pursuant to this Agreement. (d) The Buyer's obligation to indemnify and hold the Sellers harmless from and against any claim by, or on behalf Damages incurred as a result of or with respect to, Claims described in Sections 11.04(a) and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification (b) hereof shall apply with respect to the full amount of any and all Damages incurred by any of the Sellers and the Seller Companies as a result of such Claims. (e) With respect to Damages incurred by any of the Sellers or any member of the Seller Companies and arising from any claim or claims for the failure of Buyer to satisfy the Assumed Liabilitiesdescribed solely in Section 11.04(c) hereof, Buyer shall have no indemnification liability or obligation to indemnify and hold Seller under or any member of the Seller Companies harmless from any Damages incurred by Sellers or any member of the Seller Companies except to the extent that the aggregate amount of the Damages incurred by Sellers and the Seller Companies arising from any such Claim or Claims described solely in Section 10.3: 11.04(c) hereof, exceeds One Million Five Hundred Thousand Dollars (i$1,500,000) and then, only to the extent that the amount of such excess exceeds One Million Five Hundred Thousand Dollars ($1,500,000) of Damages. (f) Notwithstanding anything to the contrary contained in this Section 11.04, Buyer shall have no obligation to indemnify Sellers or the Seller Companies with respect to any claim Damages incurred solely as a result of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Claims described in Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except 11.04(c) hereof to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed that the sum aggregate amount of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained Damages incurred by such party Sellers or the Seller Companies with respect to the extent of Claims described solely in Section 11.04(c) hereof exceeds Twenty Five Million Dollars (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier$25,000,000).

Indemnification by Buyer. Buyer hereby agrees to indemnify that, on and after the Closing, it will indemnify, hold harmless and defend SellerSeller from and against any and all losses, its officersclaims, directorsdemands, shareholdersdamages, agents costs and each expenses (including, without limitation, reasonable attorneys' fees and disbursements) of its every kind, nature and their Affiliates (the “Seller Indemnified Parties”) againstdescription based upon, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any or otherwise in respect of the following: : (a) any untrue representation, breach of warranty or nonfulfillment of any inaccuracy in any representation or warranty made agreement by Buyer pursuant to contained in this Agreement or in any certificatedocuments entered into or delivered in connection herewith; (b) the operations, documentthe use of the Companies' Assets, writing and any work performed by the Companies or instrument delivered the Buyer, after the Effective Date; (c) any and all violations of Environmental Protection Laws, as defined in Section 19(b) of this Agreement, resulting from actions of Buyer or the Companies occurring on or after the Effective Date with respect to the Buyer's ownership or operation of the Pipeline Systems, the Equipment or any of the other assets constituting a portion of the Assets of the Companies; and (d) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, reasonable legal fees and expenses incurred by Seller, directly related to any of the foregoing, or in enforcing this indemnity. This right to indemnification is in addition to any other right available to Seller, including, without limitation, the right of Seller to sue Buyer for a misrepresentation, ▇reach of warranty, or breach of covenant under this Agreement. 21. Defense by Parties and Indemnification Limits. Notice of any claim for indemnification under this Agreement shall be given promptly to the indemnifying Party stating in reasonable detail the nature of such claim and the amount thereof. If an action, suit or proceeding is brought against a Party with respect to which an indemnifying Party has liability under an indemnity agreement contained herein, the indemnifying Party shall, at its sole expense, conduct the defense of any such action, suit or proceeding. The Party seeking indemnity, at its sole expense, may participate in the defense of any such action, suit or proceeding and, in such event, all Parties shall cooperate fully with each other and their counsel in order to ensure a proper and adequate defense. If the indemnifying Party refuses or declines to defend such action, suit or proceeding, the Party seeking indemnity shall have the right, at the expense of the indemnifying Party to defend such claim with counsel of its own choosing. Other than with respect to Environmental claims which are covered by Section 19(b) hereof, neither Party shall have any obligation to indemnify the other with respect to any asserted loss, claim, expense or liability which does not individually exceed fifty thousand dollars ($50,000),except and unless such claims in the aggregate exceed two hundred fifty thousand dollars ($250,000). Losses which individually exceed fifty thousand dollars ($50,000) or in the aggregate exceed two hundred fifty thousand dollars ($250,000) are referred to as "Allowable Losses". Neither Party shall have an obligation to pay the other Party until the aggregate of Allowable Losses exceeds $250,000. In such event, such Party shall then be obligated thereafter to pay the other Party the entire amount of any losses thereafter which are in excess of the threshold $250,000 amount, such $250,000 threshold shall have to be met only one time, with all losses thereafter being paid, except to the extent they exceed 50% of the Purchase Price as described immediately below. Seller's and Buyer's individual aggregate liability of all indemnification pursuant to this Agreement; (b) any breach , inclusive of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to Environmental claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i19(b) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilitieshereof, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In in no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum an amount equal to fifty percent (50%) of the Purchase Price. In Any claim against Seller or Buyer for indemnity arising under or out of this Agreement must be brought within two (2) years after the Closing Date or, in the case of any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited relating to any insurance carrierTax, within thirty (30) days after the expiration of the applicable statute of limitations (including extensions thereof) for the assessment of such Tax.

Indemnification by Buyer. (a) Buyer agrees agrees, subject to the other terms and conditions of this Agreement, to indemnify Seller and defend Seller, its officers, directorsdirectors and Affiliates (each, shareholdersa "Seller Indemnified Party") against and hold them harmless to the extent of any Losses resulting from: (i) the breach of any representation or warranty of Buyer contained herein; (ii) any breach of any covenant or agreement of Buyer contained in this Agreement; or (iii) any Assumed Liabilities. (b) Except for claims of actual intentional fraud, agents the indemnification obligations of Buyer pursuant to section 6.03 will not be effective until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant to section 6.03 exceeds the Deductible Amount, and each then only to the extent such aggregate amount exceeds the Deductible Amount, provided, that this section 6.03(b) will not apply to any claims with respect to the breach of Fundamental Representations. No indemnification will be payable to a Seller Indemnified Party with respect to claims asserted by such Seller Indemnified Party pursuant to section 6.03 after the Indemnification Termination Date, regardless of when the claim accrued or the circumstances that resulted in the claim being asserted after the Indemnification Termination Date; provided, that in the case of such claims that arise from or result from, or are directly or indirectly connected with, any breach of any of the Fundamental Representations, no indemnification will be payable after the Fundamental Representations Termination Date, regardless of when the claim accrued or the circumstances that resulted in the claim being asserted after the Fundamental Representations Termination Date. In the event a claim has been properly made on or prior to the Indemnification Termination Date or Fundamental Representations Termination Date, as applicable, and such claim is unresolved as of the Indemnification Termination Date or Fundamental Representations Termination Date, as applicable, then the right to indemnification with respect to such claim will remain in effect until such matter has been finally determined. (c) The amount of any and all Losses recoverable under this section 6.03 will be determined net of any amounts actually recovered by any Seller Indemnified Party under or pursuant to any insurance policy, indemnity, reimbursement arrangement or contract pursuant to which or under which such Seller Indemnified Party is a party or has rights. (d) A Seller Indemnified Party will give Buyer written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Seller Indemnified Party may request indemnification hereunder or as to which the Deductible Amount may be applied as soon as is practicable and in any event within 15 days of the time that such Seller Indemnified Party learns of such claim, assertion, event or proceeding; provided, however, that the failure to so notify Buyer will not affect rights to indemnification hereunder except to the extent that Buyer is prejudiced by such failure. Buyer will have the right to direct, through counsel of its and their Affiliates (own choosing, the “defense or settlement of any such claim or proceeding at its own expense; provided that Buyer will not be entitled to assume such defense if such claim involves or is reasonably likely to result in a criminal proceeding or an investigation by a Government Authority against a Seller Indemnified Parties”) againstParty (a "Buyer Excluded Matter"). If Buyer elects to assume the defense of any claim or proceeding pursuant to this section 6.03(d), and agrees Buyer will consult with the Seller Indemnified Party for the purpose of allowing the Seller Indemnified Party to hold it and them harmless fromparticipate in such defense, any Losses incurred or suffered by any but in such case the expenses of the Seller Indemnified Parties Party will be paid by the Seller Indemnified Party. A Seller Indemnified Party will provide Buyer with reasonable access to its records and personnel relating to any such claim, assertion, event or arising proceeding during normal business hours and will otherwise cooperate with Buyer in the defense or settlement thereof, and Buyer will reimburse the Seller Indemnified Party for its reasonable out of pocket expenses in connection therewith. If Buyer elects to direct the defense of any such claim or proceeding, the Seller Indemnified Party will not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless Buyer consents in writing to such payment. If Buyer fails to defend (including on account of a claim being a Buyer Excluded Matter) or if, after commencing or undertaking any such defense, Buyer fails to prosecute or withdraws from such defense, the following:Seller Indemnified Party will have the right to undertake the defense or settlement thereof, at Buyer's expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this section 6.03(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego any appeal with respect thereto, then the Seller Indemnified Party will give Buyer prompt written notice thereof and Buyer will have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. (ae) any breach of or any inaccuracy in any representation or warranty made Each Seller Indemnified Party will take all commercially reasonable steps to mitigate Losses for which indemnification may be claimed by Buyer them pursuant to this Agreement or upon and after becoming aware of any certificate, document, writing or instrument delivered by Buyer pursuant event that could reasonably be expected to this Agreement;give rise to any such Losses. (bf) Anything herein to the contrary notwithstanding, Buyer will not have any liability under any provision of this Agreement for any consequential, incidental or indirect damages, diminution in value damages, lost profits or punitive, special or exemplary damages, and in particular, without limitation, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology will be used in calculating the amount of any Losses. Any liability for indemnification under this section 6.03 will be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of or failure by Buyer to perform any more than one representation, warranty, covenant or obligation of Buyer set out agreement. For clarity, nothing in this Agreement; (csection 6.03(f) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to preclude a recovery by Seller under Section 10.3: (i) this section 6.03 with respect regards to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, direct and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierforeseeable Losses.

Indemnification by Buyer. From and after the Closing Date, Buyer agrees to shall indemnify Sellers, their Affiliates and defend Seller, its each of their respective officers, directors, shareholdersemployees, agents and each of its representatives against and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, from any Losses Loss suffered or incurred or suffered by any of such indemnified party to the Seller Indemnified Parties relating to or extent arising out of any of the following: from (ai) any breach of or any inaccuracy in any representation or warranty made of Buyer contained in this Agreement or in any certificate delivered pursuant to Sections 8.1 and 8.3; (ii) any non-fulfillment of or failure to comply with any covenant or agreement of Buyer contained in this Agreement or any Collateral Agreement; (iii) the Assumed Liabilities; (iv) any Taxes of Windmill (other than Excluded Taxes); (v) any liability, commitment or obligation with respect to portions of the Puerto Rico Distributorship Agreements transferred to Buyer that arises under Puerto Rico's local "law 75" or otherwise as a result of the termination or other action by Buyer on or after the date of such transfer with respect to such portions; and (vi) without limiting the generality of the foregoing, any liability, obligation or commitment resulting from the ownership, operation or condition (x) of the Business, the Assets (not including the Toledo Plant Assets), Conversion Date Inventory, or Windmill following the Closing, (y) of each Other Business, the Other Business Inventory or the Other Assets following the Closing Date, or (z) of the Toledo Plant Assets (including in respect of any Hazardous Materials located in, on, under or about the Toledo Plant after the Toledo Plant Closing Date, except to the extent the related liability, obligation or commitment is covered by Sellers' indemnification obligation set forth in Section 9.2) following the Toledo Plant Closing Date (or on the Toledo Plant Closing Date to the extent arising from Buyer's operation on the Toledo Plant Closing Date), in each case other than Excluded Liabilities (except for Excluded Environmental Liabilities in respect of which Sellers are not obligated to indemnify Buyer pursuant to Section 9.2) or other obligations which Sellers have expressly agreed to pay pursuant to this Agreement or any certificatethe Collateral Agreements; PROVIDED, documentHOWEVER, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) that with respect to any claim such liability, obligation or commitment that would not have resulted but for a breach of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to either Seller's representations, warranties, covenants or agreements contained herein that is covered by Sellers' indemnification obligations under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities9.2, such Buyer's indemnification obligations under this clause (vi) shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party not apply to the extent of (ibut only to the extent of) any tax savings realized by the indemnification obligations of Sellers for such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited breach pursuant to any insurance carrier.Section 9.2. -77-

Indemnification by Buyer. (a) Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents hold harmless each Parent Group Member from and each of its against any and their Affiliates (the “Seller Indemnified Parties”) against, all Losses and agrees to hold it and them harmless from, any Losses Expenses incurred or suffered by any of the Seller Indemnified Parties relating to such Parent Group Member in connection with or arising out of any of the followingfrom: (ai) any breach of any warranty or any the inaccuracy in of any representation of Buyer contained or warranty made referred to in this Agreement or the certificate delivered by or on behalf of Buyer pursuant to this Agreement SECTION 10.1, in each case without regard to any exception for Material Adverse Effect, materiality or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreementthe like contained therein; (bii) any breach of by Buyer of, or failure by Buyer to perform perform, any covenant or obligation of Buyer set out its covenants and obligations contained in this Agreement; (ciii) the Assumed Liabilitiesconduct of the Business and the operations of the Companies following the Closing Date (except for such matters for which Buyer Group Members are entitled to indemnification under SECTION 11.1, including indemnification in respect of the covenants contained in SECTIONS 8.2, 8.3 and 8.4); (div) subject to SECTION 8.4, any claim by, or on behalf Guarantees of or with respect to, and by Parent or any obligation or liability or loss relating to, employees Affiliate of Buyer employed Parent (other than the Companies) of obligations of any of the Companies referred to in connection with the Business and arising SECTION 7.6 which Guarantees remain outstanding after the Closing Date. Notwithstanding anything herein contained ; (v) the Assumed Agreements to the contraryextent assumed by a Company pursuant to an Instrument of Assignment and Assumption and the Downers Grove Real Property Liabilities to the extent assumed by the Downers Grove Real Property Buyer pursuant to the Downers Grove Real Property Instrument of Assignment and Assumption, other than indemnification with except to the extent that any Losses or Expenses in respect thereof relate to or arise out of any breach of a representation, warranty or covenant contained in ARTICLES VI and VII or relate to a matter as to which Buyer is indemnified pursuant to SECTION 11.1(A) or (C); and (vi) any costs of maintaining collateral, bonding and guarantees relating to workers' compensation, general liability, automobile liability and employee medical claims for or policies relating to occurrences on or prior to the failure of Closing Date attributable to the Companies and any amounts required to be paid by Parent under such collateral, bonding or guarantees resulting from a default by Buyer in its obligations to satisfy the Assumed Liabilitiespay such claims or pursuant to such policies; PROVIDED, HOWEVER, that Buyer shall have no indemnification obligation be required to Seller indemnify and hold harmless under Section 10.3: (iSECTION 11.2(A)(I) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except Losses and Expenses incurred by Parent Group Members only to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.that:

Indemnification by Buyer. (a) Subject to the terms and conditions of this Agreement, Buyer agrees to will defend, indemnify and defend Sellerhold Seller and its Affiliates harmless from and against: (i) all claims, its officerslosses, directorsliabilities, shareholdersdamages, agents costs and each expenses (including, without limitation, reasonable fees and expenses of its attorneys incurred in investigation or defense of any third-party Action, but excluding fees, costs and their Affiliates expenses of attorneys, accountants, consultants or other experts or witnesses incurred in the investigation or prosecution of any non third-party Action) related to (the “Seller Indemnified Parties”A) againstany liability or obligation of Buyer of any nature whatsoever including, and agrees to hold it and them harmless fromwithout limitation, any Losses liability or obligation of Buyer incurred or suffered by any in connection with Buyer's operation of the Seller Indemnified Parties relating to Business after the Closing; or arising out of any of the following: (aB) any breach of a representation and warranty or any inaccuracy covenant of Buyer in any representation or warranty made by Buyer pursuant to this Agreement or and (ii) all costs and expenses of Seller and its Affiliates (including, without limitation, reasonable fees and expenses of attorneys) incurred in connection with the successful enforcement of any certificate, document, writing or instrument delivered by Buyer pursuant to rights of Seller under the indemnity provided in this Agreement;Section 10.02. (b) Promptly after receipt by Seller of notice of any breach third-party Action in respect of which indemnity may be sought against Buyer hereunder (for purposes of this Section 10.02, a "Seller's Assertion"), Seller will notify Buyer in writing of the Seller's Assertion, but the failure to so notify Buyer will not relieve Buyer of any liability it may have to Seller or failure its Affiliates, except to the extent Buyer has suffered actual prejudice thereby. Buyer will be entitled to participate in the defense of such Seller's Assertion. If Buyer, by written notice to Seller within 30 days after receipt by Buyer of notice of such Seller's Assertion, acknowledges its responsibility to perform indemnify Seller based on the facts alleged in the third-party Action and the Seller's Assertion and if Buyer elects to do so, Buyer will also be entitled to assume the defense of such Seller's Assertion, at its own expense, with counsel chosen by it which will be reasonably satisfactory to Seller. With respect to any covenant such Seller's Assertion, Seller will promptly provide Buyer with: (i) notice and copies of any documents served upon Seller or obligation its Affiliates; and (ii) all reasonable cooperation which Buyer deems necessary to defend such Seller's Assertion, including, without limitation, providing Buyer and its attorneys access to any potentially- relevant documents, information, or individuals within the control of Seller or Seller's Affiliates. If business information of Seller or its Affiliates other than that pertaining to the Business is contained in such documents or information, Seller and Buyer set out will enter into appropriate secrecy commitments to protect such documents or information. Notwithstanding that Buyer may have elected as provided above to assume the defense of any Seller's Assertion, Seller will have the right to participate in this Agreement;the investigation and defense thereof, with separate counsel chosen by Seller, but in such event the fees and expenses of Seller (above those which would otherwise have been incurred) and such separate counsel will be paid by Seller. (c) Notwithstanding anything in this Section 10.02 to the Assumed Liabilities;contrary: (i) Buyer will have no obligation with respect to any Seller's Assertion if, in connection therewith, Seller or its Affiliates, without the written consent of Buyer, settle or compromise any Action or consent to the entry of any judgment (provided Buyer has not rejected the Seller's Assertion or failed to respond within the time allotted under Section 10.02(b) above to proper notice of the Seller's Assertion, in which case Buyer's obligation will be determined by mutual agreement between the Parties or under the procedures described in Section 10.03 below); and (ii) Buyer will not, without the written consent of Seller with respect to any Seller's Assertion: (A) settle or compromise any Action or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Seller of a duly executed written release of Seller and its Affiliates from all liability in respect of such Action, which release will be reasonably satisfactory in form and substance to counsel for Seller; or (B) settle or compromise any Action in any manner that, in the reasonable judgment of Seller or its Affiliates or their counsel, may materially adversely affect Seller or its Affiliates, it being acknowledged and agreed that any settlement or compromise pursuant to which the sole relief is monetary damages that are paid in full by Buyer will not be deemed to materially adversely affect Seller or its Affiliates. (d) Upon the payment of any claim by, settlement or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained judgment pursuant to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under this Section 10.3: (i) 10.02 with respect to any claim Seller's Assertion, Buyer will be subrogated to all rights and remedies of which Seller gives notice to Buyer later than the twelve-month anniversary and its Affiliates against any third party in respect of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party Seller's Assertion to the extent of the amount so paid by Buyer. (ie) any tax savings realized The indemnity provided for by such party this Section 10.02 will be Seller's and its Affiliates' exclusive source of recovery against Buyer with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carriermatters covered hereby.

Indemnification by Buyer. (a) Buyer agrees to indemnify shall indemnify, defend, save and defend keep Seller, its officerssuccessors and assigns and its stockholders, directors, shareholdersofficers, agents Affiliates, representatives and each of its and their Affiliates employees (the “Seller Indemnified PartiesPersons”) against), forever harmless against and agrees to hold it and them harmless from, any Losses from all Damages sustained or incurred or suffered by any of the foregoing Seller Indemnified Parties relating to Persons as a result of or arising out of any or by virtue of the following: (ai) any breach of or any inaccuracy in any incorrect representation or warranty made by Buyer pursuant herein, Ancillary Agreements, the Buyer Disclosure Schedule or in any certificate, exhibit or schedule delivered to Buyer in connection herewith; (ii) any breach of any covenant or obligation to be performed hereunder by Buyer and (iii) fraud or willful misconduct of Buyer and its directors, officers, Affiliates, representatives and employees in connection with the transactions contemplated by this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;the Ancillary Agreements. (b) As soon as practicable after obtaining knowledge thereof, any breach Seller Indemnified Person shall notify Buyer of any claim or failure by Buyer demand which the Seller Indemnified Person has determined has given or could give rise to perform any covenant or obligation a right of Buyer set out in indemnification under this Agreement;. A failure to give such notice shall not negate a right to indemnification hereunder; ***Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. provided, however, that the Seller Indemnified Person shall bear any amount of Damages resulting directly from a failure to give a timely notice. If such claim or demand relates to a claim or demand asserted by a third party against the Seller Indemnified Person and if Buyer acknowledges in writing its obligations to indemnify and hold harmless under this Section 7.2, Buyer shall have the right to employ such counsel that is reasonably acceptable to Seller to defend any such claim or demand asserted against the Seller Indemnified Person. The Seller Indemnified Person shall have the right to participate in the defense of any said claim or demand at its own cost and expense, provided that unless the Seller Indemnified Person bears a greater risk of loss than Buyer , the Seller Indemnified Person shall control the defense of said claim or demand. (c) the Assumed Liabilities; (d) The Seller Indemnified Person shall make available to Buyer or its representatives all records and other materials required for use in contesting any claim byor demand asserted by a third party against any Seller Indemnified Person. Whether or not Buyer so elects to defend any such claim or demand, or on behalf of or with respect to, and the Seller Indemnified Person shall not have any obligation to defend any such claim or liability or loss relating to, employees of demand and the Seller Indemnified Person shall not waive any rights it may have against Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under this Section 10.3: (i) 7.2 with respect to any such claim of or demand by electing or failing to elect to defend any such claim, provided that the Seller Indemnified Person against which Seller gives notice to Buyer later than a claim or demand is asserted in the twelve-month anniversary of the Closing Date. With first instance shall file in a timely manner any answer or pleading with respect to indemnification under Section 10.3 for claims for the failure of Buyer a suit or proceeding in such action as is necessary to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, avoid default or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierother adverse results.

Indemnification by Buyer. Buyer hereby agrees to defend, indemnify and defend Seller, its officers, directors, shareholders, agents and each of its hold harmless Sellers and their Affiliates respective successors, assigns and affiliates (collectively, "Seller Indemnitees") from and against any and all losses, deficiencies, liabilities, damages, assessments, judgments, costs and expenses, including attorneys' fees (both those incurred in connection with the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred defense or suffered by any prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, "Seller Indemnified Parties relating to Losses"), resulting from or arising out of any of the followingof: (a) any breach (i) breaches of or any inaccuracy in any representation or and warranty made hereunder on the part of Buyer and (ii) failures by Buyer pursuant to this Agreement perform or otherwise fulfill any certificate, document, writing undertaking or instrument delivered by Buyer pursuant to this Agreement;agreement or obligation hereunder; and (b) any breach and all actions, suits, proceedings, claims and demands incident to any of the foregoing or such indemnification; provided, however, that if any claim, liability, demand, assessment, action, suit or proceeding shall be asserted in respect of which a Seller Indemnitee proposes to demand indemnification ("Seller Indemnified Claims"), Seller or such other Seller Indemnitee shall notify Buyer thereof, provided further, however, that the failure to so notify Buyer shall not reduce or affect Buyer's obligations with respect thereto except to the extent that Buyer is materially prejudiced thereby. Subject to rights of or failure by Buyer duties to perform any covenant insurer or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or other third Person having liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilitiestherefor, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim the right promptly upon receipt of which Seller gives such notice to Buyer later than assume the twelve-month anniversary control of the Closing Datedefense, compromise or settlement of any such Seller Indemnified Claims (provided that any compromise or settlement must be reasonably approved by Seller) including, at its own expense, employment of counsel reasonably satisfactory to Seller; provided, however, that if Buyer shall have exercised its right to assume such control, Seller may, in its sole discretion and at its expense, employ counsel to represent it (in addition to counsel employed by Buyer) in any such matter. With respect to indemnification under Section 10.3 for claims for the failure of So long as Buyer to satisfy the Assumed Liabilitiesis contesting any such Seller Indemnified Claim in good faith, Seller or such indemnification obligations other Seller Indemnitees shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and not pay or settle any such Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierIndemnified Claim.

Indemnification by Buyer. (a) Buyer agrees to indemnify and defend InPhonic shall jointly and severally indemnify, defend, save and keep Seller, its officerssuccessors and assigns and its stockholders, directors, shareholdersofficers, agents Affiliates, representatives and each of its and their Affiliates employees (the “Seller Indemnified PartiesPersons”) against), harmless against and agrees to hold it and them harmless from, any Losses from all Damages sustained or incurred or suffered by any of the foregoing Seller Indemnified Parties relating to Persons as a result of or arising out of any or by virtue of the following: (ai) any breach of or any inaccuracy in any incorrect representation or warranty made by Buyer pursuant to this Agreement or InPhonic herein, in the Ancillary Agreements, the Buyer Disclosure Schedules or in any certificate, document, writing exhibit or instrument schedule delivered to Buyer in connection herewith; (ii) any breach of any covenant or obligation to be performed hereunder by Buyer pursuant or InPhonic; (iii) any third party claim arising from the Acquired Assets, the Assigned Contracts, or the transactions contemplated by this Agreement (relating to events occurring after to the Closing Date); (iv) any court, administrative or bankruptcy proceeding involving Buyer or InPhonic or otherwise relating to this Agreement;; or (v) fraud or willful misconduct of Buyer or InPhonic. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) As soon as practicable after obtaining Knowledge thereof, any breach Seller Indemnified Person shall notify Buyer of any claim or failure by Buyer demand which the Seller Indemnified Person has determined has given or could give rise to perform any covenant or obligation a right of Buyer set out in indemnification under this Agreement;. A failure to give such notice shall not negate a right to indemnification hereunder; provided, however, that the Seller Indemnified Person shall bear any amount of Damages resulting directly from a failure to give a timely notice. If such claim or demand relates to a claim or demand asserted by a third party against the Seller Indemnified Person and if Buyer acknowledges in writing its obligations to indemnify and hold harmless under this Section 7.2, Buyer shall have the right to employ such counsel that is reasonably acceptable to Seller to defend any such claim or demand asserted against the Seller Indemnified Person. The Seller Indemnified Person shall have the right to participate in the defense of any said claim or demand at its own cost and expense, provided that if the Seller Indemnified Person bears a greater risk of loss than Buyer, the Seller Indemnified Person shall control the defense of said claim or demand. (c) The Seller Indemnified Person shall make available to Buyer or its representatives all records and other materials required for use in contesting any claim or demand asserted by a third party against any Seller Indemnified Person. Whether or not Buyer so elects to defend any such claim or demand, the Assumed Liabilities;Seller Indemnified Person shall not have any obligation to defend any such claim or demand and the Seller Indemnified Person shall not waive any rights it may have against Buyer under this Section 7.2 with respect to any such claim or demand by electing or failing to elect to defend any such claim, provided that the Seller Indemnified Person against which a claim or demand is asserted in the first instance shall file in a timely manner any answer or pleading with respect to a suit or proceeding in such action as is necessary to avoid default or other adverse results. (d) any claim by, or on behalf Buyer and InPhonic’s indemnification obligations under this Agreement survive until the second anniversary of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection the Closing Date with the Business and arising after the Closing Date. Notwithstanding anything herein contained exception of any claims relating to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3following: (i) delivery of the Earn Out Payments in the Second Measuring Period, in which case the indemnification obligations shall survive until the earlier to occur of: (A) Seller’s receipt of Earn Out Payment with respect to the Second Measuring Period; or (B) the Parties’ determination that Seller is not to receive any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With Earn Out Payment with respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, Second Measuring Period; or (ii) any after-tax proceeds received Seller’s post Closing obligation or Liability to Echostar Satellite L.L.C. under that certain Assignment and Assumption Agreement by such party from any third partyand between VMC, including but not as “Assignor,” and Buyer, as “Assignee” (the “EchoStar Assignment”) in which case the indemnification obligations shall survive until VMC has no obligations under the EchoStar Assignment. (e) There shall be no liability for Buyer or InPhonic under this Section 7.2, unless the amount of Damages incurred by a Seller Indemnified Person exceeds the Deductible Amount. The Deductible Amount is recoverable along with all other amounts for Damages by a Seller Indemnified Person. Buyer’s and InPhonic’s collective liability to a Seller Indemnified Person under this Section 7.2 shall be limited to any insurance carrier$*** in the aggregate, other than Damages that result from failure to pay the Purchase Price, fraud or intentional misconduct, whereupon the Seller Indemnified Person may seek all additional remedies available at law or in equity. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Indemnification by Buyer. Subject to the limits set forth in this Article IX from and after the Closing, Buyer agrees to shall indemnify and defend Sellersave Sellers, its officers, their Affiliates and their respective directors, shareholdersofficers and agents, agents (collectively "Seller Claimants" and individually "Seller Claimant") harmless from and defend each of its them from and their Affiliates (the “Seller Indemnified Parties”) against, against any and agrees to hold it and them harmless from, any Losses all Claims incurred or suffered by any of the Seller Indemnified Parties relating to Claimants resulting from or arising out of (i) any inaccuracy or breach of the following: any representation or warranty of Buyer contained herein, and (aii) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out contained herein; provided, however, that Buyer shall not be required to indemnify a Seller Claimant hereunder unless the aggregate cumulative sum of all amounts for which indemnity would otherwise be due hereunder to any and all Seller Claimants exceeds $250,000, in which case Buyer shall only be responsible for the excess; and provided, further, that the aggregate liability of the Buyer under this Agreement; (c) Article IX shall not exceed the Assumed Liabilities; (d) any claim by, or on behalf sum of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date$6,000,000. Notwithstanding anything contained herein contained to the contrary, other than (a) any indemnification liability arising hereunder shall be limited to the amount of actual damages sustained by any Seller Claimant by reason of such breach, net of any insurance proceeds with respect thereto payable to claims or for the failure benefit of Buyer the Seller Claimant; and (b) Seller Claimants' indemnification for any Claims pursuant to satisfy this Section 9.3 shall be calculated net of any net (giving effect to the Assumed Liabilities, Buyer shall have no payment of any additional taxes that may be incurred by Seller Claimants from treatment of such indemnification obligation payments as taxable income or gain to Seller under Section 10.3: Claimants) tax benefit to Seller Claimants (i) with respect to utilized by Seller Claimants against income of Seller Claimants in the year that Seller Claimants deducts such liability, loss, claim, cost or expense in its income tax returns, regardless of whether Seller Claimants receives any claim tax benefits in any other year by reason of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitationany net operating loss or other available income tax carryforwards or carrybacks), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by resulting from such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierClaims.

Indemnification by Buyer. (a) Buyer agrees to indemnify indemnify, defend and defend Sellerhold harmless Sellers and their respective affiliates and their shareholders, its officerspartners, directors, shareholdersofficers, agents employees, agents, successors and each assigns (a "Buyer Indemnified Party"), from and against all losses, damages, liabilities, deficiencies or obligations including, without limitation, all Losses to which they may become subject as a direct result of: (i) any and all misrepresentations or breaches of its a representation herein or warranty or the nonperformance or breach of any covenant or agreement of Buyer contained herein; (ii) the Assumed Liabilities; or (iii) the ownership and their Affiliates (operation of the “Seller Acquired Assets and the CATV Business after the Closing. Any obligations of Buyer under the provisions of this Article shall be paid promptly to Buyer Indemnified Parties”) againstParty by Buyer. Notwithstanding anything contained herein to the contrary, the indemnification provided above shall apply as to any particular indemnity claim or series of related indemnity claims only to the extent that, and agrees only if, such indemnity claim or series of related indemnity claims equals or exceeds $100,000. In any event, the maximum aggregate amount that Buyer will be required to hold it pay under this Section 10.03 and them harmless from, any Losses incurred or suffered by any under Section 10.03 of the Seller Indemnified Parties relating to or arising out Agreement and Plan of any Reorganization in respect of the following: (a) any breach of or any inaccuracy in any representation or warranty made all claims by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;all parties under both agreements is $250 million. (b) In the event that Buyer elects to proceed to Closing at any breach time that approvals and consents of Governmental Authorities to transfer franchises which represent less than 90% of the Combined Basic Subscribers shall not have been obtained, and prior to Closing Sellers give written notice to Buyer that they desire not to proceed to Closing, Buyer agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties, from and against all losses, damages, liabilities, deficiencies or failure by Buyer obligations including, without limitation, all Losses to perform any covenant or obligation which they may become subject as a result of Buyer set out in this Agreement;such election. (c) In no event will a claim to be indemnified by Buyer under the Assumed Liabilities; (d) any claim byAgreement and Plan of Reorganization be entitled to indemnification by Buyer under this Agreement. Sellers further acknowledge and agree that, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after should the Closing Date. Notwithstanding anything herein contained to the contraryoccur, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) their sole and exclusive remedy with respect to any claim of which Seller gives notice and all claims relating to Buyer later than this Agreement and the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations transactions contemplated hereby shall continue indefinitely (except be pursuant to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.provisions set forth in this

Indemnification by Buyer. Subject to the other provisions of this ARTICLE 11 (Indemnification; Remedies), from and after Closing, Buyer agrees to indemnify will indemnify, defend and defend Sellerhold harmless Seller Parties and their respective Affiliates, its officers, directorsdirectors and employees (collectively, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) againstfor any Damages, and agrees to hold it and them harmless from, any Losses incurred or suffered the extent caused by any of the Seller Indemnified Parties relating to or arising out of any of the following: from: (a) any breach of or any inaccuracy in any representation or warranty made by of Buyer pursuant to contained in this Agreement or any certificatethe Other Transaction Documents, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out contained in this Agreement; Agreement or the Other Transaction Documents, (c) any Liabilities under the Assumed Liabilities; Welichem Agreement to the extent arising on or after the Closing Date or relating to any period on or after the Closing Date, (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller (e) any Third Party Claim based on or alleging infringement or misappropriation of such Third Party’s intellectual property arising under Section 10.3: or resulting from the Development, Manufacture or Commercialization of any Compound or Product after the Closing, or (if) with respect to any claim of which Seller gives notice to Buyer later than personal injury, death or property damage resulting from the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed LiabilitiesDevelopment, such indemnification obligations shall continue indefinitely Manufacture (except to the extent reduced of Manufacture by applicable statutes Seller Parties or their Affiliates pursuant to the Supply Agreements) or Commercialization of limitation)any Compound or Product arising from the Development, there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party Manufacture (except to the extent of Manufacture by Seller Parties or their Affiliates pursuant to the Supply Agreements) or Commercialization of such Compound or Product after the Closing. Tarpon – Asset Purchase Agreement Strictly Confidential CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (iI) any tax savings realized by such party with respect thereto, or IS NOT MATERIAL AND (iiII) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 34

Indemnification by Buyer. Buyer agrees to (a) Buyer, from and after the Closing, shall be liable for and shall indemnify each of Sellers and defend Seller, its officers, directors, shareholders, agents their Affiliates and each of its and their Affiliates respective Representatives (the “Seller Indemnified PartiesIndemnitees”) against, against and agrees to hold it and them harmless from, from any Losses Loss suffered or incurred or suffered by any of the such Seller Indemnified Parties relating to or Indemnitee arising out of any of the following: or resulting from (ai) any breach or inaccuracy of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect theretoherein, or (ii) any afterbreach or non-tax proceeds received by fulfillment of any covenant of Buyer contained herein. (b) Notwithstanding anything to the contrary contained herein, Buyer shall not have any liability under Section 9.3(a) for any Loss unless (i) the amount of the Loss (or series of related Losses) exceeds the De Minimis Amount and (ii) the aggregate amount of all Losses for which the Seller Indemnitees seek indemnification under Section 9.3(a) exceeds, on a cumulative basis, an amount equal to the Deductible, whereupon the Seller Indemnitees shall be entitled to only the amount of such party Losses that exceeds the Deductible; provided, however, that the De Minimis Amount and the Deductible shall not apply to any claim for indemnification arising out of or resulting from any third partyclaim based on Fraud or breach of any payment obligation under Article II or any Fundamental Representation of Buyer. (c) Notwithstanding anything to the contrary herein, including but the aggregate maximum liability of Buyer with respect to its indemnification obligations set forth in Section 9.3(a) shall be an amount equal to the Cap; provided, however, that the Cap shall not limited apply to any insurance carrierclaim for indemnification arising out of or resulting from any claim based on Fraud or breach of any payment obligation under Article II. Notwithstanding anything to the contrary herein, in no event shall aggregate maximum liability of the Buyer with respect to the indemnification obligations set forth in this Agreement exceed one hundred percent (100%) of the Purchase Price.

Indemnification by Buyer. Subject to and to the extent provided in this Article 10, Buyer agrees to shall indemnify and defend Seller, hold harmless Seller and its officers, directorsmanagers, shareholdersmembers, employees, agents and each of its and their Affiliates (the each a “Seller Indemnified PartiesParty”) against, from and agrees to hold it and them harmless from, against any Losses incurred or suffered by any of the Seller Indemnified Parties relating to as a result of or arising out of any of the followingfrom: (a) any breach of or any inaccuracy in misrepresentation associated with any representation or warranty made by Buyer pursuant to in this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this AgreementBuyer; (b) any breach of or failure by Buyer to perform fully any covenant or obligation of Buyer set out agreement made in this AgreementAgreement by Buyer; (c) the Assumed Liabilitiesany fraud, willful misconduct or criminal act of Buyer (including any officer, employee or agent thereof); (d) the Assumed Liabilities; and (e) (i) any claim by, or item described in Section 2.2(i); (ii) any Taxes (other than any Taxes for which Seller is liable pursuant to this Agreement) imposed on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with to the Business or Assets, in each case for all taxable periods beginning after the Closing Date or, with respect to any taxable period that begins on or prior to and arising does not end on the Closing Date, the portion of such period beginning after the Closing Date; and (iii) any other Taxes for which Buyer is liable pursuant to this Agreement that are not otherwise indemnified under clauses (a)-(d) of this Section 10.2. Notwithstanding anything herein contained For purposes of determining whether a breach has occurred or an inaccuracy exists for purposes of this Section 10.2 and calculating the amount of any Losses incurred, arising out of or relating to such breach or inaccuracy, no effect shall be given to any materiality or Material Adverse Effect qualification provided in any representation or warranty of Buyer. Subject to Sections 10.3 and 10.4 hereof, any indemnification payments shall be made within thirty (30) business days of the contrarydate on which the amount of a Loss is identified in writing by the Seller Indemnified Party(ies) to Buyer, other than indemnification with respect to claims for and payment shall be effected by Buyer, at the failure sole election of Buyer to satisfy the Assumed Liabilitiesapplicable Seller Indemnified Party(ies), Buyer shall have no indemnification obligation to Seller under Section 10.3: by (i) with respect to any claim wire transfer of which Seller gives notice to Buyer later than the twelve-month anniversary immediately available funds of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierdelivery of a certified check or official bank check in the amount of the indemnification liability.

Indemnification by Buyer. (a) Buyer agrees, upon and subject to the occurrence of the Closing, to indemnify the Companies and the Shareholders against and hold the Companies and each Shareholder harmless from any and all claims, obligations, costs and expenses, including without limitation, reasonable attorneys' fees and expenses, and liabilities of and damages thereto arising out of the material breach of any representation, warranty, covenant or agreement of Buyer contained in Sections 5.3 (Capital Stock), 5.4 (Buyer Shares), 5.5 (Authority) and 6.4(b) (Proxy Statement matters) hereof (the "Surviving Buyer Warranties"). Buyer agrees to similarly indemnify the Majority Shareholder and defend Seller▇▇▇▇▇ ▇▇▇▇▇▇▇ against and hold them harmless from any such claims, obligations, costs and expenses arising by reason that either such person becomes an officer and/or director of Buyer upon or after the Closing and based upon any alleged act, omission or misconduct of Buyer, or its officers, directorsdirectors or other agents, shareholders, agents prior to the Closing to the same extent as all other officers and each directors of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;Buyer. (b) The indemnified parties agree to give Buyer prompt written notice of any breach claim, assertion, event or proceeding by or in respect of or failure by Buyer to perform a third party of which they have knowledge concerning any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating todamage as to which they may request indemnification hereunder, employees provided that the failure to give such notice shall not impair the rights of the indemnified parties hereunder or otherwise if and to the extent that the Buyer employed is not prejudiced thereby. Buyer shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding (provided that Buyer shall have first acknowledged its indemnification obligations hereunder specifically in respect of such claim or proceeding) at its own expense, which counsel shall be reasonably satisfactory to the indemnified party or parties. If Buyer elects to assume the defense of any such claim or proceeding, the indemnified party or parties may participate in such defense, but in such case the expenses of the indemnified party or parties incurred in connection with such participation shall be paid by the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contraryindemnified party or parties, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: unless (i) with respect the indemnified party or parties have legal defenses available to any claim of them which Seller gives notice to Buyer later are different than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except those available to the extent reduced indemnifying party such that representation by applicable statutes counsel of limitation), there shall Buyer's choosing would be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect theretoinappropriate, or (ii) the indemnifying party agrees to pay such expenses, then in either such case such expenses shall be paid by the indemnifying party. Such expenses shall be paid as and when incurred. The indemnified party or parties shall cooperate with Buyer in the defense or settlement of any after-tax proceeds received such claim, assertion, event or proceeding. If Buyer elects to direct the defense of any such claim or proceeding, the indemnified party or parties shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless Buyer consents in writing to such payment or unless Buyer withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of Buyer is entered against such indemnified party for such liability. If Buyer shall fail to defend, or if, after commencing or undertaking any such defense, Buyer fails to prosecute or withdraws from any third partysuch defense, including but not limited the indemnified party or parties shall have the right to any insurance carrierundertake the defense or settlement thereof at Buyer's expense.

Indemnification by Buyer. (a) Subject to the limitations set forth in this Article VIII, Buyer agrees to indemnify shall indemnify, defend and defend Seller, its hold harmless the Sellers and their respective officers, directors, managers, shareholders, members, employees, agents and each of its and their Affiliates (collectively, the “Seller Indemnified PartiesPersons”) against, from and agrees to hold it against any and them harmless from, any all Losses incurred by them arising from or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the followingin connection with: (ai) any the breach of or any inaccuracy in any representation or warranty made by of Buyer pursuant to contained in this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;other Transaction Document; and (bii) any the breach of or failure by Buyer to perform any covenant or obligation of Buyer set out contained in this Agreement;Agreement or any other Transaction Document. (cb) The indemnification provided for in Section 8.2(a)(i) shall terminate on the Assumed Liabilities; eighteen (d18) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing DateDate (and no claims shall be made by any Seller Indemnified Person under Section 8.2(a)(i) thereafter), provided that the indemnification provided for in Section 8.2(a)(i) as it relates to Section 5.2 (Authorization, Validity and Effect of Agreement) shall terminate upon the expiration of the statute of limitations related thereto. With The indemnification by Buyer shall continue as to any Losses of which any Seller Indemnified Person has validly given a Claim Notice to Buyer in accordance with the requirements of Section 8.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 8.2(b), as to which the obligation of Buyer shall continue solely with respect to indemnification under Section 10.3 for claims the specific matters in such Claim Notice until the liability of Buyer shall have been determined pursuant to this Article VIII, and Buyer shall have reimbursed the Seller Indemnified Persons for the failure full amount of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party Losses that are payable with respect thereto, or (ii) any after-tax proceeds received by to such party from any third party, including but not limited to any insurance carrierClaim Notice in accordance with this Article VIII.

Indemnification by Buyer. (a) Buyer agrees to indemnify in full Sellers and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless against any Loss, whether or not actually incurred prior to the date referred to in Section 9.2(b), arising from, relating to or constituting (i) any Losses incurred breach or suffered by inaccuracy in any of the Seller Indemnified Parties relating to or arising out representations and warranties of any of the following: (a) any breach of Buyer contained in this Agreement or any inaccuracy in any representation closing certificate delivered by or warranty made by on behalf of Buyer pursuant to this Agreement (any such breach or inaccuracy to be determined without regard to any certificate, document, writing qualification as to “materiality,” “in all material respects” or instrument delivered by similar qualifications) or (ii) any breach of any of the agreements of Buyer pursuant to contained in this Agreement;Agreement (“Sellers Losses”). (b) any breach If Sellers have a claim for indemnification under this Section 9.2, Sellers will deliver to Buyer one or more written notices of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained Sellers Losses prior to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month second anniversary of the Closing Date. With Buyer will have no liability under this Section 9.2 unless the written notices required by the preceding sentence are given in a timely manner. Any written notice will state in reasonable detail the basis for such Sellers Losses to the extent then known by Sellers and the nature of Sellers Loss for which indemnification is sought, and it may state the amount of Sellers Loss claimed. If such written notice (or an amended notice) states the amount of Sellers Loss claimed and Buyer notifies Sellers that Buyer does not dispute the claim described in such notice or fails to notify Sellers within 20 business days after delivery of such notice by Sellers whether Buyer disputes the claim described in such notice, Sellers Loss in the amount specified in Sellers’ notice will be admitted by Buyer, and Buyer will pay the amount of such Sellers Loss to Sellers. If Buyer has timely disputed its liability with respect to such claim, Buyer and Sellers will proceed in good faith to negotiate a resolution of such dispute. If a written notice does not state the amount of Sellers Loss claimed, such omission will not preclude Sellers from recovering from Buyer the amount of Sellers Loss with respect to the claim described in such notice if any such amount is promptly provided once determined. In order to assert its right to indemnification under this Article IX. , Sellers will not be required to provide any notice except as provided in this Section 10.3 9.2(b). (c) Buyer will pay the amount of any Sellers Loss to Sellers within ten days following the determination of Buyer’s liability for claims for and the failure amount of Buyer to satisfy the Assumed Liabilities, a Sellers Loss (whether such indemnification obligations shall continue indefinitely (except determination is made pursuant to the extent reduced procedures set forth in this Section 9.2, by applicable statutes of limitationagreement between Sellers and Buyer, by arbitration award or by final adjudication), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. (a) Buyer hereby agrees to indemnify and defend Sellerhold the Shareholders harmless at all times from and after the Closing, its officers, directors, shareholders, agents against and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any in respect of the following: (i) All losses, liabilities, costs and damages, including without limitation, interest, penalties and fines, resulting from (a) any breach of or any inaccuracy in any a representation or warranty made by of Buyer set forth herein, (b) any non-fulfillment of any agreement or covenant, on the part of Buyer set forth herein, (c) guarantees of any of the Shareholders not released pursuant to paragraph 13.2 hereof, (d) operation of the Company after the Closing except to the extent resulting from negligent acts or omissions of the applicable Shareholder after the Closing Date, or (e) claims relating to the merger of Buyer and InfoCure Corporation. (ii) All expenses, including reasonable attorney fees, arising from or incurred in connection with suits, proceedings, decrees or judgments incident to any of the foregoing. All losses, liabilities, costs, damages and expenses for which indemnification is provided in this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant paragraph 10.2 are collectively referred to this Agreement;as "Shareholder Losses." (b) any breach The period during which the Shareholders must give notice in writing to Buyer of or failure by Buyer claims for indemnification hereunder shall expire on the second anniversary of the Closing except that such period shall be extended to perform the applicable statute of limitations (i) for breaches of Section IX, (ii) for breaches of any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising which first arises after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification or (iii) plus thirty (30) days with respect to claims for unpaid taxes and failure to file required tax reports, including related interest, penalties and fines. (c) Interest at the prime rate as quoted in The Wall Street Journal shall accrue on all amounts to be indemnified from the date of the Closing to the date of payment by Buyer, or if payment of a Shareholder Loss is made after the Closing by the Shareholder, from the date of such payment by any Shareholder to the date of indemnification by Buyer. (d) The total liability of Buyer under this Section X shall not exceed the consideration received or to be received by the Shareholders pursuant to Section II. (e) In the event that any third party asserts an action or claim as to which the Shareholders are entitled to indemnification hereunder, the Shareholders shall notify Buyer in writing of any such asserted liability with reasonable promptness, and Buyer shall have a right to compromise or defend any such matter involving such asserted liability, through counsel of its own choosing who shall be subject to the approval of the Shareholders, which approval will not be unreasonably withheld, at the expenses of Buyer; provided, however, that Buyer shall indemnify the Shareholders against any costs and damages resulting from the failure of Buyer to satisfy defend or pay such claims. In the Assumed Liabilities, event Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than notify the twelve-month anniversary Shareholder in writing promptly of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure intention of Buyer to satisfy do so, the Assumed LiabilitiesShareholders shall cooperate with Buyer and its counsel on the compromising of or the defending against any such liabilities or claims, such indemnification obligations shall continue indefinitely (except at the expense of Buyer and provide Buyer with reasonable access to the books and records of the Company to the extent reduced by applicable statutes necessary for the compliance with any document request and the reasonable defense of limitation), there shall be no minimum threshold, and Seller such claim. (f) The Shareholders shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party payment hereunder only if and to the extent the aggregate of Shareholder Losses under this Agreement exceed Thirty-Five Thousand Dollars (i$35,000); provided however, that the foregoing shall not be applicable to the Shareholders Loss arising out of a breach of paragraph 13.2. (g) The amount of any tax savings realized Shareholder Losses shall be reduced by such party with respect thereto, or (ii) any after-tax proceeds amounts received by such party the Shareholder under any policy of insurance. Amounts received from any third party, including but not limited such policy of insurance after the receipt of payment of any Shareholder Losses from Buyer shall be promptly reimbursed to any insurance carrierBuyer.

Indemnification by Buyer. Buyer agrees to shall indemnify and defend Sellerhold harmless Sellers, its officersat all times from and after the Closing Date, directorsagainst and in respect to any Damages. For the purposes of this Section 11, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of term "Damages" means the Seller Indemnified Parties relating to or arising out cost of any claims, actions, demands, deficiencies, lawsuits, losses, expenses, liabilities, penalties and damages (including without limitation, attorneys' and accountants' fees incidental to the enforcement by Sellers of the following: this Agreement) resulting to Sellers, net of any insurance proceeds received by Sellers in reimbursement of such Damages, from: (a) any breach of material inaccurate representation made to Sellers in or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, documentschedule or other instrument or document delivered to Sellers pursuant to this Agreement; (b) any material breach of any of the warranties made to Sellers in or pursuant to this Agreement or any certificate, writing schedule or other instrument or document delivered to Sellers pursuant to this Agreement; (c) any material breach or default in the performance by Buyer of any of its covenants or obligations under this Agreement or any certificate, schedule or other instrument or document delivered to Sellers pursuant to this Agreement; (d) any material omission from any certificate, schedule or other instrument delivered to Sellers by Buyer pursuant to this Agreement; ; or (be) any breach of material litigation involving the Company relating to or failure by Buyer to perform any covenant arising from acts, events or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and omissions arising after the Closing Date. Notwithstanding anything herein contained Buyer shall reimburse Sellers on demand for any payment made by Sellers at any time after the Closing, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect of any Damages to which the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, foregoing indemnity relates; provided that Buyer shall have no indemnification obligation had the opportunity to Seller under Section 10.3: (i) be involved in the negotiation and defense of same and provided Sellers shall have given prompt notice of all facts relating thereto and shall have fully cooperated with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “hereby indemnifies Seller Indemnified Parties”) against, against and agrees to hold it harmless from any Taxes and them harmless fromSeller's Expense for which Buyer is responsible pursuant to Article VIII, including any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any Taxes and Seller's Expense resulting from a breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out forth in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing DateArticle VIII. Notwithstanding anything herein contained to the contrary, other Other than indemnification with respect to claims for the failure of Buyer Taxes shown as due on a Return pursuant to satisfy the Assumed LiabilitiesSection 8.03(e) or (h), Buyer shall have no indemnification obligation Seller agrees to Seller under Section 10.3: (i) with respect to any claim of which Seller gives give prompt notice to Buyer later than the twelve-month anniversary of the Closing Dateassertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought under this Article VIII; provided that the failure to give such notice shall not relieve Buyer from any obligation hereunder except where, and solely to the extent that, such failure actually prejudices the rights of Buyer. With respect If Buyer does not agree that such claim or demand is subject to indemnification under this Section 10.3 for claims for 8.07, and the failure of Buyer to satisfy parties do not resolve the Assumed Liabilitiesdispute promptly, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there matter shall be no minimum thresholdresolved by the Accounting Referee in accordance with Section 13.07. If Buyer agrees that such claim or demand is subject to indemnification under this Section 8.07, or if the Accounting Referee so determines, Buyer may discharge, at any time, its indemnification obligation by paying to Seller the amount of such Taxes and Seller's Expense, calculated on the date of such payment. Buyer may participate in and assume the defense of any such suit, action or proceeding at its own expense. If Buyer assumes such defense, Seller 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 Buyer, and Buyer shall not settle such claim without Seller's prior written consent (which shall not be unreasonably withheld). Whether or not Seller chooses to defend or prosecute any claim, the parties hereto shall cooperate in the defense or prosecution thereof. Buyer shall not be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation liable under this Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim 8.07 for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized Tax claimed or demanded by such party with respect theretoany Taxing Authority, the payment of which was made without Buyer's prior written consent (which shall not be unreasonably withheld) unless Buyer refused to participate in the proceedings and assume the defense, or (ii) any after-tax proceeds received by such party settlements entered into without the consent of Buyer (which shall not be unreasonably withheld), or resulting from any third partyclaim, including but suit, action, litigation or proceeding in which Buyer was not limited permitted an opportunity to any insurance carrierparticipate.

Indemnification by Buyer. The Buyer agrees to shall indemnify and defend Seller, its officershold harmless the Sellers and their Affiliates and the shareholders, directors, shareholdersofficers, employees, successors, permitted assigns and agents and of each of its and their Affiliates them (the “"Seller Indemnified Parties”Persons") against all liabilities, losses, damages, costs and expenses reasonably incurred by them as a result of: (a)Any liabilities or obligations of, or claims against, the Company based on any event occurring at any time after the Closing Date; (b)Any claim, liability or obligation which may be incurred by the Sellers or asserted against the Sellers which are based on any acts, events, conditions or omissions after the Closing Date and agrees to hold it which are based on the conduct of the Business by the Buyer or the Company; (c)Except as otherwise provided in Section 7.8, all liabilities and them harmless from, any Losses incurred claims of or suffered asserted against the Sellers by any federal, state or local taxing authorities, or relating to any tax liability of the Seller Indemnified Parties relating Buyer or the Company, to the extent that any such claim shall relate to the operations of or arising out transactions by Buyer or the Company after the Closing Date; (d)Any misrepresentation, breach of warranty or non- fulfillment of any agreement on the part of the following:Buyer under this Agreement, or any misrepresentation in any certificate or other instrument furnished or to be furnished by the Buyer to the Sellers under this Agreement; (e)Any failure or delay on the part of the Buyer in satisfying the conditions to the Closing as provided herein or in fulfilling its obligations to acquire the Shares in accordance with this Agreement; (f)The Additional Liabilities, except to the extent of Sellers' indemnity obligations under Section 8.1(e) hereof; (g)Any failure or delay on the part of the Buyer or the Company in satisfying the obligations and liabilities assumed by the Buyer or retained by the Company pursuant to Section 7.13; (h)The loss of any deduction or imposition of any tax or penalty pursuant to Section 280G of the Code resulting from any payment or other action by Buyer or the Company (other than the payment by the Company of the transaction bonuses described on Schedules 3.10 and 3.14 (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed the Sellers) in connection with the Business and arising after transactions contemplated hereby; (i)Any claim, liability or obligation which may be incurred by the Sellers or asserted against the Sellers following the Closing Date. Notwithstanding anything herein contained under any Government Contract Guarantees, LOCs/Bonds, Other Seller Guarantees or any ▇▇▇▇▇▇▇ Guarantees; (j)Any liability to the contraryU.S. Government relating to assets of the ESCO Retirement Plan transferred to the Buyer or an Affiliate under the Federal Acquisition Regulation, the Cost Account Standards or any other than indemnification with respect government procurement law or regulation; and (k)All actions, suits, proceedings, judgments, settlement payments, costs and expenses (including reasonable attorneys' fees and expenses) incident to claims for any of the failure of Buyer to satisfy the Assumed Liabilitiesforegoing; provided, Buyer that any such amounts shall have no indemnification obligation to Seller under Section 10.3: (i) with respect be computed considering the Tax benefit to the indemnified person arising from the indemnified matter, and (ii) not include or be recoverable by any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except Person to the extent reduced covered by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party insurance available to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierindemnified person.

Indemnification by Buyer. (a) Subject to the terms and conditions of this Agreement, Buyer agrees to will defend, indemnify and defend Sellerhold Seller and its Affiliates harmless from and against: (i) all claims, its officerslosses, directorsliabilities, shareholdersdamages, agents costs and each expenses (including without limitation reasonable fees and expenses of its attorneys incurred in investigation or defense of any third-party Action, but excluding fees, costs and their Affiliates expenses of attorneys, accountants, consultants or other experts or witnesses incurred in the investigation or prosecution of any non third-party Action) related to (the “Seller Indemnified Parties”A) against, and agrees to hold it and them harmless from, an Assumed Liability; (B) any Losses incurred or suffered by Buyer financing (including without limitation any of the Seller Indemnified Parties relating financing provided pursuant to or arising out under the Chase Commitment or the Natwest Commitment or any replacement financing); (C) any public or private offering of any of the following: debt or equity; or (aD) any breach of a representation and warranty or any inaccuracy covenant of Buyer in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; and (bii) any breach all costs and expenses of or failure by Buyer to perform any covenant or obligation Seller and its Affiliates (including without limitation reasonable fees and expenses of Buyer set out in this Agreement; (cattorneys) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed incurred in connection with the Business and arising successful enforcement of any rights of Seller or its Affiliates under the indemnity provided in this Section 9.02. (b) Promptly after receipt by Seller or its Affiliates of notice of any third-party Action in respect of which indemnity may be sought against Buyer hereunder (for purposes of this Section 9.02, a "Seller's Assertion"), Seller will notify Buyer in writing of the Closing Date. Notwithstanding anything herein contained Seller's Assertion, but the failure to so notify Buyer will not relieve Buyer of any liability it may have to Seller or its Affiliates, except to the contraryextent Buyer has suffered actual prejudice thereby. Buyer will be entitled to participate in the defense of such Seller's Assertion. If Buyer, other than indemnification by written notice to Seller within 30 days after receipt by Buyer of notice of such Seller's Assertion, acknowledges its responsibility to indemnify Seller based on the facts alleged in the third-party Action and the Seller's Assertion and if Buyer elects to do so, Buyer will also be entitled to assume the defense of such Seller's Assertion, at its own expense, with counsel chosen by it which will be reasonably satisfactory to Seller. With respect to claims for the failure of any such Seller's Assertion, Seller will promptly provide Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3with: (i) with respect to notice and copies of any claim of which documents served upon Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, or its Affiliates; and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by all reasonable cooperation which Buyer deems necessary to defend such party from any third partySeller's Assertion, including but not limited without limitation providing Buyer and its outside attorneys access to any insurance carrier.potentially-relevant documents, information, or individuals within the control of Seller or Seller's Affiliates, other than any privileged documents. If business information of Seller or its Affiliates other than that pertaining to the Business is contained in such documents or information, Seller and Buyer will enter into appropriate secrecy commitments to

Indemnification by Buyer. After the Closing, Buyer agrees to shall indemnify and defend Sellerhold Seller harmless against and with respect to, its officers, directors, shareholders, agents and each shall reimburse Seller for: 9.3.1 Losses resulting from any breach by Buyer of any representation or warranty set forth in Article 4; 9.3.2 Losses resulting from any breach by Buyer of any covenants and agreements contained in this Agreement; 9.3.3 Losses resulting from the Assumed Liabilities; and 9.3.4 (a) Losses resulting from Buyer’s breach of any of its covenants and their Affiliates agreements contained in Schedule 5.5, relating to the provision of services to Buyer by Leased Employees during the Lease Period, or any other Losses indemnifiable by Buyer under Schedule 5.5, (b) Losses related to the “Seller Indemnified Parties”) againstemployment of, or the termination of employment of, or the acts or omissions of, any Leased Employees during the Lease Period, and agrees to hold it and them harmless from, (c) any Losses incurred or suffered by any Seller that it would not have incurred or suffered if Buyer had hired the Business Employees as of the Seller Indemnified Parties relating to or arising out Closing Date rather than leasing the Business Employees during the Lease Period, except, in the case of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; clause (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; and clause (c) the Assumed Liabilities; (d) any claim by), or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: extent such Losses (i) are attributable to Seller’s failure to comply with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, covenants and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect theretoagreements in Schedule 5.5, or (ii) result from intentional wrongful acts on the part of Seller, any after-tax proceeds received by such party from of its Affiliates or any third partyof its employees who are not Leased Employees during the Lease Period; provided, including but not limited to that Seller shall pursue any insurance carrierrecovery available for such claimed Losses through applicable insurance policies and, to the extent Buyer already has reimbursed Seller for cash payments made by Seller in respect of such claims, Seller shall pay such third-party insurance proceeds to Buyer.

Indemnification by Buyer. Buyer agrees to shall defend, indemnify and defend Sellerhold Seller and its Trustees (collectively, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Seller’s Indemnified Parties”), harmless from any and all Third Party Claims, as defined in Section 3.2, Actions, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense (hereinafter individually, a “Loss” and collectively, “Losses”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: resulting from (a) any material breach or material inaccuracy of or any inaccuracy in any a representation or warranty made by of Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to contained in this Agreement; , the Promissory Note, or the Security Documents; (b) any breach of or failure by Buyer to perform or comply with any covenant or obligation of Buyer set out applicable to it contained in this Agreement; ; or (c) any action initiated that is in any way related to the Assumed Liabilities; (d) any claim by, Buyer’s ownership or on behalf operation of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising CTR after the Closing DateClosing. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such Buyer’s indemnification obligations shall continue indefinitely (except to terminate upon the extent reduced by applicable statutes date of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum payment in full of the Total Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for Buyer’s liability under this indemnification hereunder, no loss provision shall be deemed to have been sustained by such party specifically limited to the amount Buyer has paid to the Seller under this Agreement as of the time the indemnification claim arose (“Buyer’s Liability Limit”). To the extent Seller may have insurance coverage for the claim, Seller will use its best efforts to seek to recover insurance proceeds. If Seller receives notice from its insurer that the claim is denied, Seller will proceed to exhaust the insurer’s appeals process. If, at the conclusion of (i) the appeals process, the claim is still denied the Seller will have no further obligation to seek to recover insurance proceeds. If the claim is accepted, whether initially or on appeal, the amount of the insurance proceeds determined to be due will then be applied toward the claim. Any difference between the amount of the claim and any tax savings realized insurance proceeds determined to be due applied toward the claim shall be paid by such party with respect theretoBuyer, or (ii) any after-tax proceeds received by such party from any third party, including but not as limited to any insurance carrierthe aforementioned Buyer’s Liability Limit.

Indemnification by Buyer. (a) Subject to the terms and conditions of this Agreement, Buyer agrees to will defend, indemnify and defend Sellerhold Seller harmless from and against all claims, its officerslosses, directorsliabilities, shareholdersdamages, agents costs and each expenses (including without limitation reasonable fees and expenses of its attorneys incurred in investigation or defense of any third-party Action, but excluding fees, costs and their Affiliates (expenses of attorneys, accountants, consultants and other experts and witnesses incurred in the “Seller Indemnified Parties”investigation or prosecution of any non-third-party Action) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any or related to an Assumed Liability or breach of or any inaccuracy in any a representation or warranty made by or covenant of Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to in this Agreement;. (b) Promptly after receipt by Seller of notice of any breach Action in respect of or which indemnity may be sought against Buyer hereunder (for purposes of this Section 9.02, a "Seller's Assertion"), Seller will notify Buyer in writing of the Seller's Assertion, but the failure to so notify Buyer will not relieve Buyer of any liability it may have to Seller, except to the extent Buyer has suffered actual prejudice thereby. Buyer will be entitled to participate in and, to the extent Buyer elects by written notice to Seller within thirty (30) days after receipt by Buyer of notice of such Seller's Assertion, to perform assume the defense and investigation of such Seller's Assertion, at its own expense, with counsel chosen by it which will be reasonably satisfactory to Seller. With respect to any covenant such Seller's Assertion, Seller will promptly provide Buyer with: (i) notice and copies of any documents served upon Seller; and (ii) all reasonable cooperation which Buyer deems necessary to defend such Seller's Assertion, including without limitation providing Buyer and its outside attorneys access to any potentially-relevant documents, information, or obligation individuals within the control of Seller, other than any privileged documents. If business information of Seller other than that pertaining to the Norwich Plant and Chemical Operations is contained in such documents or information, Seller and Buyer set out will enter into appropriate secrecy commitments to protect such documents or information. Notwithstanding that Buyer may have elected by written notice to assume the defense of any Seller's Assertion, Seller will have the right to participate in this Agreement;the investigation and defense thereof, with separate counsel chosen by Seller, but in such event the fees and expenses of Seller (above those which would otherwise have been incurred) and such separate counsel will be paid by Seller. (c) Notwithstanding anything in this Section 9.02 to the Assumed Liabilities;contrary: (i) Buyer will have no obligation with respect to any Seller's Assertion if, in connection therewith, Seller, without the written consent of Buyer, settles or compromises any Action or consent to the entry of any judgment; and (ii) Buyer will not, without the written consent of Seller with respect to any Seller's Assertion: (A) settle or compromise any Action or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Seller of a duly executed written release of Seller from all liability in respect of such Action, which release will be reasonably satisfactory in form and substance to counsel for Seller; or (B) settle or compromise any Action in any manner that, in the reasonable judgment of Seller or its counsel, will materially adversely affect Seller other than as a result of money damages or other money payments. (d) Upon the payment of any claim by, settlement or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained judgment pursuant to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under this Section 10.3: (i) 9.02 with respect to any claim Seller's Assertion, Buyer will be subrogated to all rights and remedies of which Seller gives notice to Buyer later than the twelve-month anniversary against any third party in respect of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party Seller's Assertion to the extent of the amount so paid by Buyer. (ie) any tax savings realized The indemnity provided for by such party this Section 9.02 will be Seller's exclusive source of recovery against Buyer with respect theretoto matters covered hereby; provided, or (ii) any after-tax proceeds received by such party from any third partyhowever, including but this indemnity shall not limited to any insurance carrierbe the exclusive source of recovery where there is a judgment of fraud in the inducement.

Indemnification by Buyer. Buyer shall and hereby agrees to indemnify and defend Seller, its officers, directors, shareholders, agents hold Sellers harmless at all times against and each in respect of its any Liabilities and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: of, relating to, or resulting from (a) any breach by Buyer of any representation, warranty, covenant or any inaccuracy in any representation or warranty agreement made by Buyer pursuant in this Agreement; (b) the Assumed Liabilities; or (c) the nonperformance of any obligations to be performed on the part of Buyer under this Agreement or any certificateagreement executed pursuant hereto or in conjunction herewith. In addition, document, writing or instrument delivered by Buyer pursuant shall and hereby agrees to this Agreement; indemnify and hold Sellers harmless at all times against any Liabilities and Losses (bother than any Losses attributable to such customer being a lost customer for purposes of Section 2.2(b) any breach hereof) to the extent such Liabilities and Losses arise out of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c1) the Assumed Liabilities; failure of any Corporate Seller to obtain any consent to assign any Customer Contract or Office Lease (dexcept as set forth on Schedule 4.4) or any claim byother Contract to which any Corporate Seller is a party relating to the Work/Family Business, or on behalf of or or, with respect toto the Office Lease relating to 926-928 Commonwealth Avenue in Brookline, and Massachusetts (the "926 Office Lease"), to sublet a portion of the premises subject to such Office Lease or (2) the failure of any obligation Corporate Seller to satisfy any conditions with respect to the assignment of any such Customer Contract, Office Lease or liability other Contract (other than conditions relating to the Corporate Sellers' obligations under any such Customer Contract, Office Lease or loss other Contract relating toto any matters other than the assignment thereof) or, employees with respect to the 926 Office Lease, to sublet a portion of Buyer employed in connection with the Business and arising after the Closing Datepremises subject to such Office Lease. Notwithstanding anything herein contained in this Agreement to the contrary, other than indemnification with respect contrary (but subject to claims for the failure provisions of Buyer to satisfy the Assumed LiabilitiesSection 2.2(b)), Buyer expressly covenants and agrees that it shall have no indemnification obligation to Seller under Section 10.3: (i) with respect not be entitled to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except 10.1 to the extent reduced by applicable statutes that any Losses or Liabilities arise out of limitation)any termination of or other loss of benefits under or pursuant to, there shall be no minimum threshold, and any Customer Contract or Office Lease (except as set forth on Schedule 4.4) or other Contract to which any Corporate Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert is a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent arising out of (i1) the failure of any tax savings realized by Corporate Seller to obtain any consent to assign any such party Customer Contract, Office Lease or other Contract, or, with respect theretoto the 926 Office Lease, to sublet a portion of the premises subject to such Office Lease or (ii2) the failure of any after-tax proceeds received by Corporate Seller to satisfy any conditions with respect to the assignment of any such party from Customer Contract, Office Lease or other Contract (other than conditions relating to the Corporate Sellers' obligations under any third partysuch Customer Contract, including but not limited Office Lease or other Contract relating to any insurance carriermatters other than the assignment thereof) or, with respect to the 926 Office Lease, to sublet a portion of the premises subject to such Office Lease.

Indemnification by Buyer. (a) Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents and hold harmless each of its and their Affiliates (Sellers against any Loss, whether or not actually incurred prior to the “Seller Indemnified Parties”) againstdate referred to in Section 9.2(b), and agrees to hold it and them harmless arising from, relating to or constituting (i) any Losses incurred breach or suffered by inaccuracy in any of the Seller Indemnified Parties relating to or arising out representations and warranties of any of the following: (a) any breach of Buyer contained in this Agreement or any inaccuracy in any representation closing certificate delivered by or warranty made by on behalf of Buyer pursuant to this Agreement (any such breach or inaccuracy to be determined without regard to any certificate, document, writing qualification as to “materiality,” “in all material respects” or instrument delivered by similar qualifications) or (ii) any breach of any of the agreements of Buyer pursuant to contained in this Agreement;Agreement (“Seller Losses”). (b) If any breach Seller has a claim for indemnification under this Section 9.2, such Seller will deliver to Buyer one or more written notices of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained Seller Losses prior to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month second anniversary of the Closing Date. With Buyer will have no liability under this Section 9.2 unless the written notices required by the preceding sentence are given in a timely manner. Any written notice will state in reasonable detail the basis for such Seller Losses to the extent then known by Sellers and the nature of the Seller Losses for which indemnification is sought, and it may state the amount of Seller Losses claimed. If such written notice (or an amended notice) states the amount of Seller Losses claimed and Buyer notifies the Seller or Sellers asserting such claim that Buyer does not dispute the claim described in such notice or fails to notify such Seller or Sellers within 20 business days after delivery of such notice that Buyer disputes the claim described in such notice, Seller Losses in the amount specified in Sellers’ notice will be admitted by Buyer, and Buyer will pay the amount of such Seller Losses to the Seller or Sellers asserting such claim. If Buyer has timely disputed its liability with respect to such claim, Buyer and such Seller or Sellers will proceed in good faith to negotiate a resolution of such dispute. If a written notice does not state the amount of the Seller Losses claimed, such omission will not preclude any Seller from recovering from Buyer the amount of Seller Losses sustained by such Seller with respect to the claim described in such notice if any such amount is promptly provided once determined. In order to assert its right to indemnification under this Article Article IX, no Seller will be required to provide any notice except as provided in this Section 10.3 for claims for 9.2(b). (c) Buyer will pay the failure amount of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except any Seller Losses to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be or Sellers entitled to first dollar indemnification. In no event shall such payment ten (10) days following the determination of Buyer’s indemnification obligation under Section 10.3 exceed liability for and the sum amount of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by Seller Losses (whether such party determination is made pursuant to the extent of (i) any tax savings realized procedures set forth in this Section 9.2, by agreement between such party with respect theretoSeller or Sellers and Buyer, or (ii) by any after-tax proceeds received by such party from any third partyarbitration award or judicial determination that has, including but not limited to any insurance carrierin either case, become final and unappealable).

Indemnification by Buyer. Subject to the provisions of this Agreement, the Buyer agrees to indemnify shall defend, indemnify, and defend Seller, hold harmless the Seller and its officers, directors, shareholders, agents respective successors and each of its and their Affiliates permitted assigns (the “Seller Indemnified Parties”) againstfor, and agrees will pay to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to the amount of Damages suffered or incurred by Seller Indemnified Parties, arising out of from or in connection with any one or more of the following: (a) any Any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to of any of its covenants or agreements in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Ancillary Agreement; (b) any breach of or Any failure by Buyer to perform any covenant or obligation of Buyer set out its obligations in this Agreement or in any Buyer Ancillary Agreement; (c) Any breach of any warranty or the Assumed Liabilitiesinaccuracy of any representation of Buyer contained or referred to in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto; (d) any Any commingling by Buyer of Seller’s household goods shipments and Buyer’s freight; (e) Any Assumed Liabilities; or (f) Any claim by, or on behalf of or liability with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising to shipments loaded after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall the Buyer have any obligations under this Article 11 unless the aggregate Damages for which the Buyer would, but for this limitation, be liable exceed on a cumulative basis an amount equal to One Thousand and 00/100ths Dollars ($1,000.00) (the “Buyer’s indemnification obligation under Section 10.3 exceed Deductible Amount”). Further, notwithstanding anything in this Agreement, the sum aggregate liability of the Purchase Price. In case Buyer under this Article 11 shall in no event exceed Five Hundred Thousand and 00/100ths Dollars ($500,000.00) (the “Buyer’s Capped Amount”).The Buyer’s Deductible Amount and the Buyer’s Capped Amount will not apply to any event shall occur which would otherwise entitle either party intentional breach by the Buyer of any covenant or obligation contained herein or to assert a claim for indemnification hereunderthe Buyer’s obligations under any of the Buyer Ancillary Agreements, no loss it being specifically understood and agreed that the Buyer’s obligations under the Buyer Ancillary Agreements shall be deemed to have been sustained governed solely by such party to the extent terms of (i) each of said Buyer Ancillary Agreements and not by this Agreement in the event of any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierconflict between the two.