Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller, and shall reimburse Seller for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller, and shall reimburse Seller for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' 's aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four eighteen (2418) months after the Closing Date.

Indemnification by Purchaser. Purchaser shall hereby agrees to indemnify Seller and hold harmless Sellerits Affiliates and their respective officers, directors and employees (the “Seller Indemnified Parties”) against, and shall reimburse Seller for agrees to hold them harmless from, any Damages arising Loss to the extent such Loss arises from or in connection withwith the following: (ai) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered breach by Purchaser pursuant to this Agreement, or of any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under contained in this Agreement; (cii) any claim breach by Purchaser of any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated covenant contained in this Agreement; andor (diii) any Assumed Liability. Notwithstanding the foregoing, the indemnifications in favor of the Seller Indemnified Parties contained in this Section 7.3: (A) shall not be effective until the aggregate dollar amount of all Losses indemnified against under this Section 7.2 exceeds the Threshold Amount, in which event Purchaser shall be liable for all Losses including the Threshold Amount; and (B) shall terminate once the aggregate dollar amount of all Losses indemnified against under this Section 7.3 aggregates the Cap Amount and Purchaser shall thereafter have no further obligations or liabilities with respect to any product liability associated with the Equipment for the period after the Closing Dateof such Losses referred to in this Section 7.3; provided, however, that (i) Purchaser the foregoing limitations on Purchaser’s indemnification obligations pursuant to this Section 7.3 shall have no obligation not apply to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify any indemnification by Seller for any claims made breach of the representations and warranties contained in Sections 5.1 or 5.2 or any Losses asserted against, imposed upon or incurred by the Purchaser Indemnified Parties resulting from any Seller under this Section 7.2 after twenty four (24) months after the Closing DateAssumed Liability.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller, and shall reimburse Seller for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' ’ aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Sellerand indemnify each of the Shareholder Indemnitees from and against, and shall compensate and reimburse Seller for each of the Shareholder Indemnitees for, any Damages arising that are directly or indirectly suffered or incurred by the Shareholder Indemnitees or to which any of the Shareholder Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or in connection as a direct or indirect result of, or are directly or indirectly connected with: (a) any inaccuracy in Breach by the Purchaser of any representation or warranty of the representations and warranties of Purchaser contained in this Agreement or in any certificate delivered by Purchaser pursuant to this other Transactional Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Breach of any covenant of the Purchaser to perform contained in this Agreement or comply with any agreement made by it under this other Transactional Agreement;; or (c) any Proceeding relating directly or indirectly to any failure or Breach of the type referred to in clauses "(a)" or "(b)" above (including any Proceeding commenced by the Shareholders for the purpose of enforcing their rights under this Section 6). The Shareholder Indemnitees shall not be entitled to indemnification pursuant to the provisions of this Section 6.4 until the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties) exceeds the Basket Amount (it being understood and agreed that the Basket Amount is intended as a deductible, and the Purchaser will not be liable for the first $100,000 of Damages for which the Shareholder Indemnitees are entitled to indemnification). Notwithstanding the foregoing, no Basket Amount shall apply to claims based on fraud or any claim in the nature of fraud. All of the indemnification obligations of the Purchaser shall be satisfied exclusively by issuing shares of Purchaser Series 1 Stock to each of the Shareholders on a pro rata basis in accordance with the respective amounts set forth on Exhibit B; provided, that, the Purchaser may elect, at its sole option, to satisfy such indemnification obligation in cash; and, provided, further, that, no issuance of shares of Purchaser Series 1 Stock or cash, as the case may be, shall be issued to the Shareholders in respect of satisfaction of indemnification obligations on or prior the Rescission Termination Date. Notwithstanding the foregoing, any person for brokerage or finder's fees or commissions or similar payments based upon Breach of any agreement or understanding alleged to have been made by such person with Purchaser covenant (or any person acting on its behalf, regardless of whether Proceeding relating directly or indirectly to any such person purported to act on behalf of Sellerfailure or Breach) in connection with any of the transactions contemplated Purchaser contained in Sections 1.1, 1.2(b), 1.2(c), 1.4, 1.6, 4.1, 4.2(b), 6.1(e), 6.3, 6.4, 6.5, 6.6, 7.7, 7.8, 7.10 or 7.12 of this Agreement; and Agreement shall be satisfied exclusively by the payment in cash of the amount thereof. Any indemnification obligation that may be satisfied by issuance to the Shareholders of shares of Purchaser Series 1 Stock shall be satisfied by issuing that number of shares of Series 1 Stock with a value (dbased on the Series 1 Value) obligations with respect equal to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' the indemnification obligation. The aggregate liability number of shares of Purchaser Series 1 Stock that shall be issued by Purchaser on account of claims for Damages which indemnification shall in no event be satisfied by the issuance of shares of Purchaser Series 1 Stock pursuant to the provisions of this Section 6.4 shall not exceed the Purchase considerationnumber of Escrow Shares (as adjusted for stock splits, stock dividends, recapitalizations and (iii) Purchaser the like). Notwithstanding the foregoing, no limitation shall have no obligation apply to indemnify Seller for claims based on fraud or any claims made by any Seller under this Section 7.2 after twenty four (24) months after claim in the Closing Datenature of fraud.

Indemnification by Purchaser. Subject to the limits in Section 5.5, the Purchaser shall covenants and agrees with the Vendor to indemnify and hold save harmless Sellerthe Vendor, effective as and shall reimburse Seller for from the Time of Closing, from and against any Damages Claims which may be made or brought against Vendor, or which Vendor may suffer or incur as a result of, in respect of, or arising from or in connection without of: (a) any inaccuracy in non-fulfilment of any of the representations and warranties of Purchaser covenant on its part contained in this Agreement, the Investor Rights Agreement or in any other agreement, certificate or instrument delivered by Purchaser pursuant to this Agreement, it hereunder or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty)thereunder; (b) any failure by Purchaser to perform misrepresentation or comply with inaccuracy in any agreement made of its representations or warranties contained in this Agreement, the Investor Rights Agreement or in any other agreement, certificate or instrument delivered by it under pursuant to this Agreement; (c) any claim all liabilities and obligations arising out of or relating to ownership of Bralorne or the ownership or operation of, or activities conducted on, the Bralorne Mine Property by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged Bralorne following Closing, except those that are subject to have been made indemnification by such person with Purchaser Vendor pursuant to Section 5.3(d); (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Sellerd) in connection with any of the transactions contemplated in this AgreementReclamation and Rehabilitation Costs; and (de) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims Claim made by any Seller purchaser of Flow-Through Shares issued by Vendor pursuant to the tax indemnity given by Vendor to such purchaser under a FT Agreement, provided the indemnity in this Section 7.2 after twenty four (245.4(e) months after shall be limited to and only apply to any indemnity payments required to be made by Vendor to such purchaser which result solely from Bralorne’s failure to incur and renounce the Closing DateFT Expenses to Vendor.

Indemnification by Purchaser. Purchaser Dibz shall indemnify and hold harmless SellerGlobalnet, and shall reimburse Seller Globalnet for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser Dibz in this Agreement or in any certificate delivered by Purchaser Dibz pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser Dibz to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser Dibz (or any person acting on its behalf, regardless of whether such person purported to act on behalf of SellerGlobalnet) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser Dibz shall have no obligation to indemnify Seller for Globalnetfor Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' Dibz’s aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser Dibz shall have no obligation to indemnify Seller for Globalnetfor any claims made by any Seller Globalnet under this Section 7.2 after twenty four (24) months after the Closing Date.

Indemnification by Purchaser. (a) Purchaser hereby agrees that from and after the Closing it shall indemnify indemnify, defend and hold harmless SellerSellers, their Affiliates, and shall reimburse their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the “Seller for Indemnified Parties” and, collectively with the Purchaser Indemnified Parties, the “Indemnified Parties”), from, against and in respect of any Damages Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Seller Indemnified Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to, arising from out of or in connection withresulting from: (ai) Any breach of any inaccuracy representation or warranty made by Purchaser contained in Article V for the period such representation or warranty survives, it being understood that for purposes of this Section 8.3 any qualifications in the text of any such representation or warranty relating to materiality, material adverse effect, or Knowledge shall be disregarded for purposes of determining whether such representation or warranty was breached; provided that Purchaser shall only indemnify the Seller Indemnified Parties for the representations and warranties of Purchaser set forth in this Agreement or in Exhibit F to the extent any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty)Stock Consideration is delivered; (bii) any failure by breach of a covenant or agreement of Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated contained in this Agreement; and (diii) obligations any of the Assumed Liabilities except to the extent the Purchaser Indemnified Parties are entitled to indemnification with respect thereto under this Article VIII. (b) Purchaser shall not be liable to the Seller Indemnified Parties for (i) de minimis loss with respect to any product liability associated the matters contained in Section 8.3(a)(i) (other than with respect to a breach of the Equipment for the period after the Closing Date; providedrepresentations and warranties set forth in Sections 5.1, however5.2, that (iand 5.9) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, or (ii) Purchaser' aggregate liability for Damages shall any Losses with respect to the matters contained in no event exceed Section 8.3(a)(i) (other than with respect to a breach of the Purchase considerationrepresentations and warranties set forth in Sections 5.1, 5.2, and 5.9) unless the Losses therefrom exceed an aggregate amount (iiiincluding all Losses attributable to Purchaser other than any de minimis losses) Purchaser shall have no obligation equal to indemnify Seller $32,500,000, and then only for any claims made by any Seller under this Section 7.2 after twenty four (24) months after Losses in excess of that amount and up to an aggregate amount equal to 22.5% of the Closing DatePremium.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller, and shall reimburse Seller Seller, for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment Asset for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 20,000, each and, in such event, for the full amount of such Damages, (ii) Purchaser' 's aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any the Seller under this Section 7.2 Agreement after twenty four eighteen (2418) months after the Closing Date.

Indemnification by Purchaser. From and after the Closing Date, Purchaser shall indemnify indemnify, defend and hold Shareholder harmless Seller, from and shall against and reimburse Seller Shareholder for any Damages and all claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys' fees) (collectively, "Liabilities") that may be incurred by Shareholder arising from or in connection with: relating to: (a) any inaccuracy in any Purchaser's failure to cause the release of Shareholder from his guaranty of the representations and warranties of Purchaser in this Agreement BB&T Indebtedness on or in any certificate delivered by Purchaser pursuant to this Agreementbefore November 17, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); 2006; (b) any failure by breach of any representation, warranty, covenant, obligation or agreement of Purchaser to perform contained herein or comply with in any agreement made by it under this Agreement; document or instrument delivered pursuant hereto, and (c) any claim personal guaranty provided by Shareholder for the benefit of Fireline to any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any vendor of the transactions contemplated Business arising in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Datenormal course of business; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until Shareholder (i) unless the aggregate Damages exceed amount of Liabilities incurred by Shareholder exceeds $20,000 and100,000.00, in such event, whereupon Purchaser or Purchaser shall be required to indemnify Shareholder for the full amount of such DamagesLiabilities exceeding $100,000.00, (ii) Purchaser' aggregate liability for Damages shall subject to the limitations set forth below. Notwithstanding the foregoing, in no event exceed shall Shareholder claim an aggregate amount of losses otherwise subject to indemnification against Purchaser or Purchaser which exceeds the Purchase consideration, and (iii) Purchaser shall have no obligation Price actually paid to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing DateShareholder.

Indemnification by Purchaser. Subject to Sub-Sections 10.1 and 10.6, Purchaser shall indemnify agrees to indemnify, defend and hold harmless Seller and Seller's Affiliates, and shall reimburse Seller for their respective directors, officers, employees, shareholders, representatives, and agents from and against any Damages and all Losses arising from out of or in connection with: by reason of: (a) any inaccuracy facts, circumstances or events constituting an inaccuracy, misrepresentation or breach of any representation or warranty made by Purchaser in this Agreement or any document delivered by Purchaser to Seller pursuant to the terms of this Agreement in connection with the Closing of the representations transactions contemplated by this Agreement, regardless of whether the inaccuracy, misinterpretation or breach was deliberate, reckless, negligent, innocent or unintentional, except with respect to which Purchaser can demonstrate was Known to Seller at the time of delivery at Closing (and warranties Seller hereby agrees not to institute any action or make any claim with respect to such Known matters). Nothing in this Paragraph 10.3(a) shall relieve Purchaser of its indemnification obligations with respect to the items mentioned in Paragraphs 10.3(b), (c) and/or (d); (b) any facts, circumstances or events constituting a material breach or non-performance of any covenant (the indemnity obligation set forth in Paragraph 10.3(c) below to be deemed to be a covenant of Purchaser without expiration) or agreement made to be performed by Purchaser in this Agreement or in any certificate document delivered by Purchaser to Seller pursuant to the terms of this Agreement in connection with the Closing of the transactions contemplated by this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; providedbreach or non-performance was deliberate, howeverreckless, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 andnegligent, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.innocent or unintentional;

Indemnification by Purchaser. (a) Purchaser shall hereby agrees to indemnify and hold the Seller and its respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and assigns (the "Seller Indemnified Parties" and together with the Purchaser Indemnified Parties, "Indemnified Parties") harmless Sellerfrom and against, and shall reimburse pay to the Seller for Indemnified Parties the amount of any Damages and all Losses, to the extent arising from or in connection withrelated to: (ai) any inaccuracy in the breach of any of the representations and or warranties of made by Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Ancillary Agreement; (cii) the breach of any claim by any person for brokerage covenant or finder's fees or commissions or similar payments based upon any other agreement or understanding alleged to have been made by such person with on the part of Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in under this Agreement; and (diii) obligations with respect to any product liability associated with Taxes of the Equipment Company or its Subsidiaries for Post-Closing Tax Periods or the period after imposition, assessment or assertion of any Taxes of the Companies and its Subsidiaries for Post-Closing Date; provided, however, that Tax Periods. (ib) Purchaser shall have no obligation not be required to indemnify any the Seller for Damages until Indemnified Parties, and shall not have any Liability under Section 8.03(a)(i) in excess of the Indemnity Escrow Amount; provided that the Indemnity Escrow Amount limitation shall not apply to Losses related to any breach of Sections 4.01 (Organization) and 4.02 (Authorization), which shall be limited in the aggregate Damages exceed $20,000 and, in such event, for to the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing DateDeal Proceeds Cap.

Indemnification by Purchaser. After the Closing Date, Purchaser shall indemnify and hold harmless SellerSeller its successors and assigns, against and in respect of any liability resulting from: (i) any breach of any material representation, warranty, covenant or agreement of Purchaser hereunder; and (ii) any liabilities or obligations relating to the Assets or conduct of the Business after the Closing Date. Purchaser shall be liable to Seller under this Agreement pursuant to clause (i) only to the extent that such losses, liabilities or expenses are asserted within one (1) year following the Closing Date, and shall reimburse Seller for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a)ii) only to the extent such losses, each schedule and exhibit liabilities or expenses are asserted within the applicable statute of limitations period for the underlying claim of such losses, liabilities or expenses. Seller shall give written notice to this Agreement shall be deemed Purchaser within thirty (30) days from discovery by Seller of any matter which may give rise to a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it claim for indemnification under this Agreement; (c) . Failure to give such notice shall relieve Purchaser of any liability under this Agreement with respect to such matter. Purchaser may, at its own expense, participate in, direct or take over any legal proceeding and the negotiation and settlement of any claim by or demand for which it may have an obligation to indemnify Seller. Seller shall have the absolute right, in its sole discretion and without the consent of Purchaser, to settle any person for brokerage and all such legal proceedings, claims, or finder's fees demands; provided, however if Seller makes any settlement with respect to such legal proceedings, claims or commissions or similar payments based upon demands without the prior written consent of Purchaser, Purchaser shall be discharged from any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) indemnification obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; providedsuch legal proceedings, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Dateor demands.

Indemnification by Purchaser. From and after the Closing, except as set forth in Article VII with respect to Tax Matters, Purchaser shall indemnify indemnify, protect, defend and hold harmless SellerSeller and its Affiliates and their respective directors, officers, employees, agents and shall reimburse representatives and their successors and assigns (collectively, the “Seller for Indemnitees”), as the case may be, from and against all Damages asserted against, resulting to, imposed upon or incurred by any Damages arising Seller Indemnitee, directly or indirectly, resulting from or in connection with: (a) arising out of a breach of any inaccuracy in any of the representations and warranties representation, warranty, covenant, agreement or other obligation of Purchaser contained in this Agreement or in any certificate delivered by Purchaser made pursuant to this Agreement, each representation, warranty, covenant, agreement or obligation being read for this purpose without regard to any actionsqualifications or limitations relating to materiality, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by including the terms “material,” “materially,” “Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions Material Adverse Effect” or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Dateexpressions; provided, however, that in no event will the aggregate liability of Purchaser under this Section 6.3 exceed $450,000,000 (i) the “Purchaser shall have Cap”); and provided, further, that no obligation claims for indemnification can be made against Purchaser hereunder with respect to indemnify Seller for Damages breaches of representations and warranties unless and until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such DamagesDamages for which the Seller Indemnitees are entitled to indemnity under the terms hereof with respect to breaches of representations and warranties exceeds $35,000,000 (the “Purchaser Basket”). No De Minimis Claim relating to breaches of representations and warranties shall be aggregated for purposes of either (x) determining whether the Purchaser Basket has been met or (y) composing the portion of Damages that exceeds the Purchaser Basket, (ii) Purchaser' unless such De Minimis Claim constitutes or is part of a series of two or more related claims, in which case, such De Minimis Claims shall be aggregated for purposes of determining whether the $10,000 threshold has been exceeded. In the event the aggregate liability for amount of the Damages shall in no event exceed sustained by the Purchase considerationSeller Indemnitees hereunder with respect to breaches of representations and warranties exceeds the Purchaser Basket, and (iii) the indemnification obligations of Purchaser shall have no obligation apply only to indemnify those Damages sustained by the Seller Indemnitees in excess of the Purchaser Basket. Notwithstanding the foregoing, neither the Purchaser Basket nor the Purchaser Cap shall apply to Damages resulting from breaches by Purchaser with respect to the representations and warranties set forth in Section 3.2, Section 3.4(d) and Section 3.9 of this Agreement, for any claims made by any Seller under this Section 7.2 after twenty four (24) months after all of which Damages Purchaser shall be liable whether or not the Closing DatePurchaser Basket has been exceeded.

Indemnification by Purchaser. (a) Subject to the terms and conditions of this Article XII, Purchaser shall indemnify agrees to indemnify, defend and hold harmless Seller, its stockholders, officers, directors, employees and shall reimburse attorneys, all subsidiaries and affiliates of Seller, and the respective officers, directors, employees and attorneys of such entities (all such persons and entities being collectively referred to as the "Seller Group") from, against, for and in respect of any Damages and all Losses asserted against, relating to, imposed upon or incurred by Seller and/or any other member of the Seller Group by reason of, resulting from, based upon or arising from or in connection with: (a) any inaccuracy in out of any of the representations and warranties following (collectively, "Seller Losses"): (i) the breach, inaccuracy, untruth or incompleteness of any representation or warranty of Purchaser contained in this Agreement or in any certificate delivered by Purchaser made pursuant to this Agreement, any Ancillary Agreement or any actions, omissions certificate or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty)Schedule delivered by Purchaser in connection herewith; (bii) the breach or violation of any failure by covenant or agreement of Purchaser contained in or made in pursuant to perform or comply with any agreement made by it under this Agreement; (iii) its share of any Transfer Taxes; (iv) any Assumed Liability or any other liability which arises after the Closing with respect to Purchaser's ownership or operation of the Business; (v) any breach by Purchaser of this Article XII. (b) Purchaser shall not be required to indemnify Seller and/or any other member of the Seller Group for any Seller Losses arising principally from a breach of any representation or warranty of Purchaser contained in Article V of this Agreement unless and until the aggregate amount of the Seller Losses exceeds $50,000 for each event or series of events arising out of or with respect to, or resulting from a common set of facts (the "Article V Losses"). (c) Purchaser shall not be required to indemnify Seller and/or any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any other member of the transactions contemplated Seller Group for any Article V Losses unless the aggregate amount of all Article V Losses for which one or more of the Seller Group seeks indemnification hereunder exceeds the Basket Amount, in which event Purchaser shall be liable to indemnify the Seller Group for all Article V Losses, excluding Article V Losses within the Basket Amount. Notwithstanding anything to the contrary herein, Purchaser's obligations under this Agreement; andArticle XII for Article V Losses shall not exceed the sum of 25% of the Purchase Price plus $500,000. (d) The provisions of Section 12.3(a), 12.3(b) and 12.3(c) above shall not limit, in any manner, Purchaser's obligation to indemnify members of the Seller Group for Seller Losses arising from (i) fraud, willful misconduct or intentional misrepresentation on the part of Purchaser, (ii) any of the matters described in Section 12.3(a)(ii) through (a)(v), or (iii) any breach of any covenant or agreement of Purchaser to be performed by Purchaser following the Closing, including, without limitation, Purchaser's obligation to perform and discharge all Assumed Liabilities and pay any amounts contemplated by Sections 2.5 and 13.7, Purchaser's obligations with respect to Section 8.4(i) and Purchaser's obligations arising out of the Confidentiality Agreement. The provisions of Sections 12.3(b) and 12.3(c) above shall not apply to any product Seller Losses except Article V Losses. (e) Purchaser shall not be liable for damages in excess of the actual damages suffered by a member of the Seller Group as a result of the act, circumstance or condition for which indemnification is sought, net of any insurance proceeds received by Seller or Stockholder. (f) Purchaser shall have no liability associated or obligation to Seller or Stockholder with respect to claims made pursuant to Section 12.3(a)(i) unless Purchaser has received notice of such claim (describing the Equipment claim in reasonable detail, the amount thereof with reasonable certainty and the basis thereof) within the applicable survival period set forth in Section 12.1. (g) Seller's and Stockholder's exclusive remedy against Purchaser for the period after the Closing Dateany Seller Losses hereunder shall be indemnification under this Article XII; provided, however, that (i) Purchaser nothing contained in this Article XII shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 andlimit, in such eventany manner, for any remedy at law or in equity to which Seller or Stockholder or any other member of the full amount Seller Group shall be entitled against Purchaser as a result of such Damagesfraud, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) willful misconduct or intentional misrepresentation by Purchaser shall have no obligation to indemnify Seller for or any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Dateof its representatives or agents.

Indemnification by Purchaser. Subject to the limitations set ---------------------------- forth in this Agreement, from and after the Closing Date, Purchaser shall indemnify and hold harmless Seller, its subsidiaries, officers, shareholders and shall reimburse Seller for directors, from and against any Indemnifiable Damages which they or any of them may suffer or incur to the extent caused by or arising from out of any one or in connection withmore of the following: (a) any inaccuracy in any or breach of the Purchaser's representations and warranties set forth herein (or in any agreement, certificate, document or instrument delivered by or on behalf of Purchaser in this Agreement connection herewith) or Purchaser's failure to perform in all material respects any of its covenants or agreements set forth herein (or in any certificate agreement, certificate, document or instrument delivered by or on behalf of Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (ain connection herewith), each schedule including any failure to pay and exhibit to this Agreement shall be deemed a representation perform the Assumed Liabilities when and warranty)as due; (b) any failure allegation that any information contained in (i) the Proxy Statement, or (ii) any other materials used by Purchaser in connection with the Shareholder Approval which is not supplied by Seller expressly for inclusion therein is false or misleading with respect to perform any material fact contained therein, or comply with any agreement made by it under this Agreement;omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (c) any claim by any person for brokerage liabilities or finderobligations related to or arising out of Purchaser's fees ownership, use, possession or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any operation of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with Transferred Assets and the Equipment for the period Business after the Closing Date; provided, however, that (i) other than such liabilities or obligations for which Purchaser shall have no obligation has a right to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller be indemnified under this Section 7.2 after twenty four (24) months after the Closing DateAgreement.

Indemnification by Purchaser. Subject to the terms and conditions of this Article VI, Purchaser (also an “Indemnitor”) shall indemnify and hold harmless Seller, and shall reimburse Seller Shareholder (also an “Indemnitee”) for any Damages and all liabilities, losses, damages (including, without limitation, natural resource damages), claims, costs and expenses, interest, awards, judgments, fines and penalties (including, without limitation, legal costs and expenses, expert and attorneys fees) and interest thereon from the date suffered or incurred, but excluding consequential losses and punitive damages (collectively, “Losses”), directly or indirectly arising from out of, or in connection with: caused by (ai) any inaccuracy or misrepresentation in or breach of any of the representations and or warranties made by, or covenants or agreements of Purchaser contained in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or in any actionsexhibits or schedules attached hereto, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (bii) any failure by Environmental Conditions on, at, under or emanating from the Owned Property or Leased Property to the extent exacerbated by, caused by, or resulting from the conduct of operations by, Dock or Purchaser to perform or comply with at any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period time from and after the Closing DateDate or (iii) any action to enforce this indemnity (collectively, “SH Claims”); provided, however, that (i) Purchaser provided however no such indemnification shall have no obligation be payable to indemnify Seller for Damages Shareholder unless and until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such DamagesLosses in the aggregate exceeds the Claim Threshold, (ii) Purchaser' at which time Shareholder may make SH Claims against Purchaser for aggregate Losses exceeding the Claim Threshold. Notwithstanding any provision hereof to the contrary, the cumulative liability for Damages of Purchaser under Section 6.3 shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing DateIndemnity Cap.

Indemnification by Purchaser. (A) The Purchaser shall indemnify and hold harmless Sellerand indemnify the Seller from and against, and shall compensate and reimburse the Seller for for, any Damages arising that are directly or indirectly suffered or incurred by the Seller or to which the Seller may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or in connection as a direct or indirect result of, or are directly or indirectly connected with: (aI) any inaccuracy in any failure on the part of the representations Purchaser to perform and warranties discharge the Assumed Liabilities on a timely basis; (II) any Breach of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with the Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; andor (dIII) obligations with respect any Proceeding relating directly or indirectly to any product liability associated with failure or Breach of the Equipment for the period after the Closing Date; provided, however, that type referred to in clause (i) or (ii) above (including any Proceeding commenced by the Seller for the purpose of enforcing its rights under this Section 6.3). (B) Subject to Section 6.3(c), the Purchaser shall not be required to make any indemnification payment pursuant to Section 6.3(a) for any Breach of any of its representations and warranties until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have no obligation been directly or indirectly suffered or incurred by the Seller, or to indemnify which the Seller for have otherwise become subject, exceeds $25,000 in the aggregate. (If the total amount of such Damages until exceeds $25,000 in the aggregate Damages exceed $20,000 andaggregate, in such event, the Seller shall be entitled to be indemnified against and compensated and reimbursed for the full entire amount of such Damages, and not merely the portion of such Damages exceeding $25,000.) (iiC) Purchaser' aggregate liability for Damages The limitation on the indemnification obligations of the Purchaser that is set forth in Section 6.3(b) shall in no event exceed not apply to any Breach arising directly or indirectly from any circumstance of which the Purchase consideration, and (iii) Purchaser shall have no obligation had knowledge on or prior to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.

Indemnification by Purchaser. (a) The Purchaser shall indemnify and hold harmless Sellerand indemnify the Seller from and against, and shall compensate and reimburse the Seller for for, any Damages arising that are directly or indirectly suffered or incurred by the Seller or to which the Seller may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or in connection withas a direct or indirect result of, or are directly or indirectly connected with any: (ai) any inaccuracy in Breach of any of representation or warranty made by the representations and warranties of Purchaser in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement, Closing Certificate or any actions, omissions of the other Transactional Agreements; (ii) any Breach of any covenant or state obligation of facts inconsistent with the Purchaser contained in any such representation or warranty of the Transactional Agreements; or (for purposes iii) any failure on the part of this clause (a), each schedule the Purchaser to perform and exhibit to this Agreement shall be deemed discharge its obligations under Section 1.3 on a representation and warranty);timely basis. (b) The Purchaser shall not be required to make any failure by Purchaser indemnification payment pursuant to perform or comply with Section 6.3(a)(i) for any agreement Breach of the representations and warranties made by it under in this Agreement; Agreement or in the Closing Certificate until such time as the total amount of all Damages (cincluding the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to that have been made directly or indirectly suffered or incurred by the Seller, or to which the Seller has otherwise become subject, exceeds $25,000. (If the total amount of such person with Purchaser (or any person acting on its behalfDamages exceeds $25,000, regardless of whether such person purported the Seller shall be entitled to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment be indemnified against and compensated and reimbursed for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full entire amount of such Damages, (iiand not merely the portion of such Damages in excess of $25,000.) Purchaser' aggregate liability for Damages shall Notwithstanding the foregoing, in no event exceed shall the Purchase consideration, and (iii) Purchaser shall have no obligation be liable to indemnify the Seller for any claims made by any Seller under obligations pursuant to this Section 7.2 after twenty four (24) months after 6.3 in an amount greater than the Closing Dateaggregate amount of the purchase price and royalty payments payable by the Purchaser pursuant to the terms of this Agreement.

Indemnification by Purchaser. (a) Subject to the limitations contained in this Section 11 and in the other provisions of this Agreement (including the provisions of Section 5) after the Closing Date, Purchaser shall indemnify and hold harmless and indemnify Seller from and against any and all Damages actually incurred by Seller, and shall reimburse Seller for any Damages its Affiliates and/or Representatives arising from out of or in connection withresulting from: (ai) any inaccuracy in breach of any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure made by Purchaser to perform or comply with any agreement made by it under in Section 4 of this Agreement; (cii) any claim by breach of any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with covenant of Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated set forth in this AgreementAgreement (other than any covenant of Purchaser set forth in Section 2.4); (iii) any breach of any covenant of Purchaser set forth in Section 2.4; (iv) the Assumed Liabilities; and (dv) obligations with respect to any Liability arising from any product liability associated sold or distributed, or any services provided, in connection with the Equipment for operation of the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months Vuforia Business on or after the Closing Date. (b) Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be entitled to assert any claim for indemnification pursuant to Section 11.2(a)(i) or (ii) with respect to any breach by Purchaser of any of their representations, warranties or covenants set forth in this Agreement, and Purchaser shall not be required to make any indemnification payments hereunder with respect to any Damages actually incurred by Seller, its Affiliates and/or Representatives as a result of all breaches of such representations, warranties and covenants, until, and except to the extent that, the cumulative amount of such Damages actually exceeds the Threshold, in which event Purchaser shall be responsible for the aggregate amount of all Damages, regardless of the Threshold. Purchaser's cumulative liability for all breaches of its representations, warranties and covenants shall in no event exceed, and the total amount of the indemnification payments that Purchaser shall be required to make under Section 11.2(a)(i) or (ii) shall be limited in the aggregate to, a maximum of the Cap.

Indemnification by Purchaser. Purchaser shall P▇▇▇▇▇▇▇▇ agrees to indemnify and hold Seller harmless Sellerfrom and against all Losses suffered or incurred by Seller as a result of, and shall reimburse Seller for arising out of or relating to: 7.2.1 any Damages arising from violation, contravention, non-performance or breach of any covenant or Obligation of Purchaser contained in this Agreement or any other Transaction Document or in connection with:any certificate or document delivered pursuant hereto or thereto or contemplated hereby or thereby; (a) 7.2.2 any material incorrectness or inaccuracy in in, or breach of, any of the representations and warranties of representation or warranty made by Purchaser in this Agreement or any other Transaction Document or in any certificate or document delivered by Purchaser pursuant to this Agreement, hereto or any actions, omissions thereto or state of facts inconsistent with any such representation contemplated hereby or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreementthereby; and 7.2.3 the Operation of the Business (dincluding, without limitation, the performance of Purchaser’s obligations under the Customer Contracts) obligations with respect to any product liability associated with the Equipment for the period after the Closing Datedate hereof; provided, however, that that: (ia) Purchaser Seller shall have no obligation right to indemnify Seller be indemnified and no claim for Damages Losses may be made unless and until the aggregate Damages exceed $20,000 and, in such event, for the full amount of all Losses incurred by Seller in respect of claims under Section 7.2.2 exceeds Fifty Thousand Dollars in lawful currency of the United States (US$50,000 (“Seller Deductible”), after which the Seller is entitled to make claims for all such Damages, (ii) Purchaser' aggregate liability for Damages shall Losses in no event exceed excess of the Purchase consideration, Seller Deductible; and (iiib) the maximum aggregate amount of liability of Seller pursuant to a breach or contravention of Section 7.2.2 shall be the sum of Five Hundred Thousand Dollars in lawful currency of the United States (US$500,000) and Purchaser shall have no obligation not be required to indemnify or save harmless Seller for any claims made by any pursuant to Section 7.2.2 unless Seller under this shall have provided notice to the Purchaser in accordance with Section 7.2 after twenty four (24) months after 7.3 on or prior to the Closing Dateexpiration of the applicable time period as set out in Section 6.1.

Indemnification by Purchaser. Purchaser shall indemnify Purchasers shall, jointly and severally, indemnify, defend and hold harmless Sellerthe Sellers and their Affiliates and their respective employees, directors and officers (collectively, the "SELLERS GROUP") from and against, and shall reimburse Seller for pay or reimburse, as the case may be, the Sellers Group for, any and all Damages paid, incurred, accrued or sustained by the Sellers Group directly or indirectly based upon, arising from out of or otherwise in any way relating to or in connection withrespect of: (a) 11.4.1. any inaccuracy breach of any representation or warranty made by the Purchasers in any Transaction Document on the date of the representations and warranties of Purchaser in this Agreement or on the Closing Date; or 11.4.2. any breach or violation of any covenant or agreement by the Purchasers that should have been performed at or prior to the Closing as contained in any certificate delivered by Purchaser pursuant Transaction Document. 11.4.3. any and all Damages based on, arising under or resulting from any Purchased Asset or any Assumed Liability or for failure to pay to Sellers in full the purchase price for the Purchased Assets in accordance with this Agreement, ; provided that such indemnification shall not derogate from the right of the Buyer Group to seek indemnification from the Sellers in connection with such Purchased Asset or any actions, omissions or state Assumed Liability in the event of facts inconsistent with any such a breach of representation or warranty (for purposes of this clause (a)or covenant by Sellers in that regard, each schedule subject to and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply in accordance with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any Section 11.2. The indemnification obligations of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period Purchasers under Sections 11.4.1 and 11.4.2 shall terminate 18 months after the Closing Date; , provided, however, that (i) Purchaser any obligations to indemnify and hold harmless shall not terminate with respect to any Damages as to which the Person to be indemnified shall have no obligation given notice (stating in reasonable detail the basis of the claim for indemnification) to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, indemnifying party in such event, for accordance with Section 11.5 before the full amount termination of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date18-month period.

Indemnification by Purchaser. 8.1 The Purchaser shall, and shall procure that as of Closing each Group Company will, indemnify and hold harmless Seller(freistellen und schadlos halten) Sellers as well as any of their Affiliates (other than Group Companies), or any of the directors, officers, employees, advisors or other representatives of the foregoing parties (“Sellers’ Beneficiaries”) from any Losses asserted against, incurred or suffered by Sellers and Sellers’ Beneficiaries as a result of a breach of any representation, warranty, covenant or agreement by Purchaser contained in this Agreement. 8.2 The Purchaser shall, and shall reimburse Seller for procure that as of Closing each Group Company (as long as they are controlled by the Purchaser) will, further indemnify and hold harmless Sellers and Sellers’ Beneficiaries, from any Damages arising from liability (save to the extent such indemnification would defeat Sellers’ liability as agreed herein) vis-à-vis any Group Company relating to Sellers’ direct or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement indirect shareholding or in any certificate delivered by Purchaser pursuant to this Agreementinterest in, or any actionsaction taken as shareholder, omissions Affiliate, director or state officer of, any Group Company prior to the Closing Date unless such action was taken intentionally (vorsätzlich). 8.3 The Purchaser shall, and shall procure that as of facts inconsistent with Closing each Group Company will, further indemnify and hold harmless Sellers and Sellers’ Beneficiaries, without any such representation right of set-off or warranty (for purposes of this clause (a)withholding or other limitation and subject only to the maximum limitation period which can be agreed upon or is permitted under applicable law from any liability, each schedule obligation, commitment, cost and exhibit to this Agreement shall be deemed a representation expenses and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect all other damages and losses related to any product Environmental Contamination, except and to the extent that Sellers have assumed such liability associated with the Equipment for the period after the Closing Date; provided, however, that under Clauses 5.9 and 6unless such action was taken intentionally (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Datevorsätzlich).

Indemnification by Purchaser. (a) Subject to the other terms and conditions of this Agreement (including Section 8.3(b)), Purchaser shall indemnify indemnify, defend and hold the Sellers harmless Sellerfrom and against any and all Losses based upon, and shall reimburse Seller for any Damages arising out of, resulting from or in connection withrelating to: (ai) any inaccuracy breach of any representation or warranty of Purchaser contained in this Agreement or any Ancillary Agreement; or (ii) any breach of any agreement, covenant or obligation of Purchaser set forth in this Agreement or any Ancillary Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, the following limits of liability shall apply with respect to claims for indemnification under this Section 8.3: (i) Purchaser shall not be liable under Section 8.3(a)(i) unless and until the aggregate amount of Losses meets or exceeds the Basket, in which event Purchaser shall be liable for the full amount of each Loss without regard to the Basket; and (ii) The aggregate amount of liability of Purchaser under Section 8.3(a)(i) shall not exceed the Limitation. (iii) No claim may be asserted nor may any action be commenced against Purchaser pursuant to Section 8.3 unless written notice of such claim or action is received by Purchaser from the Seller Representative describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date; and (iv) For purposes of computing the aggregate amount of claims against Purchaser the amount of each claim by a Seller (or the Sellers) shall be deemed to be an amount equal to, and any payments by Purchaser pursuant to Section 8.3 shall be limited to, the amount of Losses that remain after deducting therefrom, any insurance proceeds and any indemnity, contributions or other similar payment payable by any Third Party with respect thereto that are actually received by the Seller Representative (on behalf of such Seller(s)). (v) For the purposes of establishing a breach as set forth in Section 8.3(a) or the satisfaction of the representations limitations set forth in Section 8.3(b)(i) or Section 8.3(b)(ii), the representations, warranties, covenants and warranties agreements of Purchaser in this Agreement or and in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement the Ancillary Agreements shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect read without giving effect to any product liability associated with the Equipment qualifications for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Datemateriality or Knowledge.

Indemnification by Purchaser. Purchaser shall indemnify and hold Seller harmless Seller, from and shall reimburse Seller for any Damages losses, damages, deficiencies, claims, causes of action or expenses of any nature (including reasonable attorneys' fees) incurred by Seller and arising from on or in connection withafter the Transfer Date that: (a) Result from any inaccuracy in any of the representations and warranties of material misrepresentation made by Purchaser in this Sale Agreement or in any schedule, written statement or certificate delivered furnished by Purchaser pursuant to this Sale Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) Result from any failure material breach or violation of any representation or warranty made by Purchaser in this Sale Agreement, or the material breach of any covenant of Purchaser contained in this Sale Agreement or in any schedule, written statement or certificate furnished by Purchaser pursuant to perform or comply with any agreement made by it under this Sale Agreement; (c) Result from the Servicing of any claim Mortgage on or after the Transfer Date, provided, however, that Purchaser shall not be liable to Seller for any deficiencies in the performance of any pool of Mortgages unless such deficiency is caused primarily by any person for brokerage Purchaser's (i) gross negligence, (ii) willful misconduct or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Selleriii) in connection with any breach of the transactions contemplated in this applicable Servicing Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date, Master Servicer, Investor or Agency requirements, or Federal, state or local statute or regulation; provided, however, that (i) Purchaser shall have no indemnification obligation to indemnify Seller for Damages until in connection with any servicer termination event that exists on or before the aggregate Damages exceed $20,000 and, in Transfer Date pursuant to any such event, for the full amount requirement or regulation; or (d) Result from litigation arising out of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months matters occurring on or after the Closing DateTransfer Date and involving the Servicing of any Mortgage.

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify Seller and hold Seller harmless Seller, from and shall reimburse against any Damage incurred by Seller for or any Damages arising from or in connection with: Affiliate as a result of (ai) any inaccuracy in or breach of any of representation or warranty on the representations and warranties part of Purchaser under this Agreement (except to the extent corrected or disclosed in writing to, and consented to by, Seller prior to the closing) or (ii) the nonperformance or breach, partial or total, or any covenant or agreement of Purchaser contained in this Agreement (except to the extent corrected or disclosed in writing to, and consented to by, Seller prior to Closing); or (iii) the failure to discharge any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty);Assumed Liabilities. (b) any failure by Purchaser The Seller's rights to perform or comply with any agreement made by it indemnification under this Agreement;SECTION 15.3 and the amount of any Damages incurred by Seller shall be reduced as follows: (i) by the net amount Seller recovers (after deducting all attorneys' fees, expenses and other costs of recovery), from any insurer or other third party liable for such Damages; and (ii) by an amount calculated by applying the applicable corporate tax rate to the portion of any such Damages which can be treated as a deductible charge by Seller. (c) any claim by any person for brokerage or finderSeller shall be entitled to indemnification under this SECTION 15.3 only to the extent that the aggregate amount of indemnification recovery in respect of such claims shall exceed the Deductible and Seller's fees or commissions or similar payments based upon any agreement or understanding alleged to have recovery shall not exceed the Cap. For purposes of determining whether the Deductible has been made by such person with Purchaser exceeded, Damages shall be adjusted as provided in clauses (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Sellerb) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, and (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Dateof SECTION 15.

Indemnification by Purchaser. Purchaser shall indemnify hereby agrees to indemnify, defend and hold save harmless SellerSeller and its directors, officers, employees, affiliates, agents, advisors, representatives, stockholders and shall reimburse assigns (collectively, the “Seller for Indemnified Parties”) from, against and in respect of any Damages and all Losses incurred or suffered by any Seller Indemnified Party arising from out of, or in connection with:related to, the following (each, a “Seller Claim”): (a) any inaccuracy misrepresentation or breach of warranty made by the Purchaser in any of the representations and warranties of Purchaser in this Agreement Transaction Document or in any document, certificate or other instrument required to be delivered by the Purchaser pursuant to this Agreement, or under any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty)Transaction Document; (b) any failure breach or non fulfillment of any covenant or agreement made or to be performed by the Purchaser to perform in any Transaction Document or comply in any agreement or instrument entered in connection with any agreement made by it under this AgreementTransaction Document; (c) any claim fraud or intentional misrepresentation with respect to, or intentional breach of, any Transaction Document by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this AgreementPurchaser; and (d) obligations the Assumed Liabilities. Except as set forth in Section 8.6 with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 andthird party Actions, in the event of any Seller Claim, Seller shall notify Purchaser and such event, for notice shall be in writing and shall describe with reasonable specificity the full nature and amount of such Damages, Seller Claim (ii) Purchaser' aggregate liability for Damages a “Seller Notice of Claim”). A delay on the part of a Seller Indemnified Party in giving Purchaser a Seller Notice of Claim shall in no event exceed the Purchase consideration, and (iii) relieve Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller from its obligations under this Section 7.2 after twenty four (24) months after 8.2 only to the Closing Dateextent that Purchaser is materially prejudiced thereby. A Seller Notice of Claim may be delivered at any time during the applicable survival period for such claim as set forth in Section 8.3 of this Agreement.

Indemnification by Purchaser. Subject to the provisions of this Article X and except with respect to indemnification for Taxes (which shall be governed exclusively by Article VII), effective as of and after the Closing, Purchaser and the Transferred Entities shall indemnify and hold harmless SellerSeller and its Affiliates (collectively, the “Seller Indemnified Parties”), from and shall reimburse against any and all Losses actually incurred or suffered by any of the Seller for any Damages Indemnified Parties, to the extent arising out of or resulting from or in connection with: (a) any inaccuracy in breach of any representation or warranty of Purchaser, at and as of the representations Closing as though made at and warranties as of Purchaser such time (unless made as of a specific date, in this Agreement or which case at and as of such date), contained in Article IV, provided that any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state breach of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement any Losses resulting therefrom shall be deemed a determined without giving effect to any limitations or qualifications contained in such representation and warranty); or warranty regarding materiality or Purchaser Material Adverse Effect; (b) any failure by breach of any covenant or agreement of Purchaser to perform or comply with any agreement made by it under contained in this Agreement; ; (c) any claim Liability arising out of or relating to the Business (including the ownership and operation thereof), the ownership, occupation or use by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any the Transferred Entities of the transactions contemplated in this AgreementBusiness Owned Real Property or the Business Leased Real Property, whether any such Liability arises before or after Closing, is known or unknown, contingent or accrued; and and (d) obligations with respect without duplication of any Liability described in the foregoing clause (c), the failure to pay any product liability associated with amounts when due of any Liability to the Equipment extent reflected in, reserved for or taken into account in the period after determination of Working Capital or Indebtedness on the Final Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, Working Capital and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing DateNet Indebtedness Statements.

Indemnification by Purchaser. Subject to the last sentence of this Section 11.2, Purchaser shall indemnify agrees to release, indemnify, defend and hold harmless SellerSeller and Affiliates (as defined below) and its and their directors, officers, employees, successors and assigns (collectively, "Seller Indemnified Parties") from and against any and all Damages sustained by such Seller Indemnified Parties, arising out of or attributable to a "Seller Indemnified Loss", as hereafter defined. "Seller Indemnified Loss" shall reimburse Seller for mean any Damages arising from or in connection with: both of (ai) any inaccuracy in any the ownership, use or operation of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this AgreementGulf Assets, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (bii) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any the conduct of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period Company's business from and after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) all income, franchise and other taxes of the Company, including penalties and interest thereon, for which Purchaser is liable under Article 10, or arising from the Purchaser's breach of Section 10.5, provided that the Seller Indemnified Loss arising from Purchaser's breach of its covenant in Section 10.5 shall be discounted to its present value as of the Closing Date using a discount rate of 10%. The indemnification set forth in this section shall be the sole remedy of the Seller Indemnified Parties with respect to each Seller Indemnified Loss. Notwithstanding the foregoing but except with respect to Purchaser's indemnification obligation under Section 6.3, Purchaser shall have no obligation not be obligated to indemnify the Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after Indemnified Parties unless and until the Closing Datehas occurred.

Indemnification by Purchaser. (i) Purchaser shall indemnify and hold harmless SellerSeller and its Affiliates and their respective officers, directors, employees, agents, successors and shall reimburse assigns (collectively, the “Seller for Indemnitees”) from and against any Damages and all Losses resulting from, arising from out of or in connection with: relating to (a) any inaccuracy in material breach of any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule made by Purchaser in Section 4; and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by of Purchaser to perform any covenant or comply with any agreement made by hereunder or under the other Sale Documents to which it under this Agreement;is a party. (cii) Purchaser shall indemnify, protect and hold harmless each Seller Party from and against (i) all Losses resulting from, arising out of or relation to Purchaser's failure to observe or perform any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (of its obligations under the Transaction Documents or any person acting on its behalfother obligations under or relating to any Transferred Interest from and after the Applicable Closing Date with respect to such Transferred Interest, regardless (ii) all Losses resulting from, arising out of whether such person purported or relating to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations actions, events or circumstances first occurring or existing with respect to any product liability associated with the Equipment for the period Transferred Interest after the Closing Effective Date relating to such Transferred Interest, and (iii) all ad valorem and non-ad valorem property Taxes and assessments with respect to any Property or Equipment to the extent such Taxes accrued or became due after the Effective Date; provided. Notwithstanding the foregoing, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller Indemnitees to the extent that any of the foregoing arise as a direct result of the gross negligence, bad faith or willful misconduct of any Seller Party or any breach by Seller of any of its obligations under this Section 7.2 after twenty four (24) months after the Closing DateAgreement.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller, and shall reimburse Seller Seller, for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment Assets for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 200,000, each and, in such event, for the full amount of such Damages, (ii) Purchaser' 's aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any the Seller under this Section 7.2 Agreement after twenty four nine (249) months after the Closing Date.

Indemnification by Purchaser. Purchaser shall indemnify indemnify, defend and hold harmless Sellereach of the Sellers and their respective Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) from and against, and shall pay or reimburse Seller Indemnitees for any Damages all Losses incurred by or imposed upon such Seller Indemnitee and resulting from, arising from out of or in connection withrelated to: (a) any inaccuracy in or breach of any of the representations and warranties of representation or warranty made by Purchaser herein or in this any Ancillary Agreement or in any other certificate or document delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty);; and (b) any failure by Purchaser to perform breach or comply with non-fulfillment of any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any covenant, agreement or understanding alleged to have been made by such person with obligation of Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated contained in this Agreement or in any Ancillary Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation not be liable to indemnify the Seller Indemnitees for Damages indemnification under Section 7.3(a) until the aggregate Damages exceed $20,000 andamount of all Losses in respect of indemnification under Section 7.3(a) exceeds the Basket, in such eventwhich case Purchaser shall only be required to pay or be liable for Losses in excess of the Basket. Further, for the full aggregate amount of such Damages, (iiall Losses for which Purchaser shall be liable pursuant to Section 7.3(a) Purchaser' aggregate liability for Damages shall in no event not exceed the Purchase considerationCap. Notwithstanding the foregoing, the Basket and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under Cap limitations set forth in this Section 7.2 after twenty four (24) months after the Closing Date7.3 shall not apply to Losses based on upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 5.1, Section 5.2 and Section 5.6.

Indemnification by Purchaser. Subject to the limitations set forth below, Purchaser shall hereby agrees that, notwithstanding the Closing, the delivery of instruments of conveyance, and regardless of any investigation at any time made by or on behalf of any party hereto or of any information any party hereto may have in respect thereof, it will indemnify and hold harmless Sellerthe Company -- but only up until Closing --, and shall reimburse Seller for the Stockholders, harmless from and against any Damages and all liabilities, losses, damages, claims, deficiencies, costs and expenses (including, without limitation, reasonable attorney fees and other costs and expenses incident to any suit, action or proceeding) arising out of or resulting from and will pay to the Indemnitees the amount of damages suffered thereby together with any amount which they or in connection withany of them may pay or become obligated to pay on account of: (a) the breach or inaccuracy of any inaccuracy in any of the representations and warranties of Purchaser in this Agreement warranty or in any certificate delivered representation by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty)herein; (b) any breach or failure to perform by Purchaser to perform of any material term, provision, or comply with any agreement made by it under this Agreementcovenant or condition hereunder; (c) any claim the failure by any person for brokerage Purchaser to state or finder's fees disclose a material fact herein necessary in order to make the facts herein stated or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreementdisclosed not misleading; and (d) obligations with respect any act performed, transaction entered into or state of facts suffered to exist by Purchaser in violation of the terms of this Agreement. In the event of any product liability associated with claim by the Equipment for Company or the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller Stockholders under this Section 7.2 after twenty four (24) months after 9.5, the Company and Stockholders, as applicable, shall be entitled to exercise all remedies provided by law and/or equity with respect thereto. If the Closing Datehereunder is held, the Company shall no longer benefit from the foregoing indemnification.

Indemnification by Purchaser. (a) Subject to the other terms and conditions of this Agreement (including, without limitation, Section 9.03(b)), Purchaser shall indemnify indemnify, defend and hold each of the Seller and each of the Seller's Representatives (the "Seller Indemnified Parties") harmless Sellerfrom and against any and all Losses directly or indirectly based upon, and shall reimburse Seller for any Damages arising out of, resulting from or in connection withrelating to: (ai) any inaccuracy in breach of any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under contained in this Agreement; (cii) any claim by breach of any person for brokerage agreement, covenant or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with obligation of Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated set forth in this Agreement; and; (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months the operation of KAC and/or SLC on and after the Closing Date. (b) Notwithstanding anything contained in Section 9.03(a) to the contrary, Purchaser's obligation to indemnify, defend and hold the Seller Indemnified Parties harmless shall be limited as follows: (i) No amounts of indemnity shall be payable pursuant to Section 9.03(a) unless and until the aggregate of all Losses suffered by Seller Indemnified Parties shall exceed $250,000 in the aggregate, and then only to the extent of any such excess (other than any amount of indemnity payable due to a breach of any representation or warranty contained in Section 3.02, for which the preceding sentence shall not apply); (ii) No claim may be asserted nor may any action be commenced against Purchaser pursuant to Section 9.03(a) unless written notice of such claim or action is received by Purchaser describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date; (iii) For purposes of computing the aggregate amount of claims against Purchaser, the amount of each claim by a Seller Indemnified Party shall be deemed to be an amount net of, and any payments by Purchaser pursuant to Section 9.03(a) shall be limited to, the amount of Losses that remain after deducting therefrom, any insurance proceeds and any indemnity, contributions or other similar payment received by any third party with respect thereto; (iv) No amount of indemnity shall be payable pursuant to Section 9.03(a) with respect to any Loss resulting from a misrepresentation, breach of warranty or breach of covenant or agreement that is disclosed in a written notice, setting forth in reasonable detail the specific facts and circumstances pertaining thereto, delivered by Purchaser to the Seller after the date of this Agreement and at or prior to the Closing, if the Seller nevertheless elects to close (regardless of whether the Seller waives such breach in writing or otherwise); (v) No amount of indemnity shall be payable pursuant to Section 9.03(a) with respect to the portion of any Loss as to which the Seller Indemnified Party had a reasonable opportunity, but failed in good faith to mitigate its Loss, including, without limitation, its failure to use commercially reasonable efforts to recover under a policy of insurance or under a contractual right of set-off or indemnity; and (vi) No amount of indemnity shall be payable pursuant to Section 9.03(a) with respect to any Loss to the extent it arises solely from or was caused solely by actions taken by the Seller or any of their Affiliates after the Closing.

Indemnification by Purchaser. Subject to the limitations set forth in this ARTICLE XII, the Purchaser shall indemnify and hold harmless the Sellers’ Indemnitees from and against any Indemnification Loss incurred by any Seller, and shall reimburse Seller for any Damages arising ’s Indemnitee to the extent resulting from or in connection with: (ai) any inaccuracy breach of any representation or warranty of the Purchaser in this Agreement, and/or (ii) any breach by the Purchaser of any of its covenants or obligations under this Agreement. The terms of this Section 12.3 shall survive Closing for the Survival Period. No claim for any of the representations and warranties of Purchaser foregoing shall be actionable or payable if the item in this Agreement question results from or in any certificate delivered by Purchaser pursuant to this Agreementis based on a condition, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit other matter which was actually known to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser Seller prior to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Closing. Purchaser shall have no obligation liability to indemnify any Seller for Damages until a breach of any covenant, representation or warranty or for any indemnification claim unless written notice containing a description of the aggregate Damages exceed $20,000 andspecific nature of such breach or indemnification claim shall have been given by such Seller to Purchaser prior to the expiration of the Survival Period and an action shall have been commenced by such Seller against Purchaser within the Action Period, in such event, for which event the full amount of such Damages, (ii) valid claims shall be actionable. Each Seller agrees to first seek recovery under any insurance policies and service contracts prior to seeking recovery from Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation not be liable to indemnify such Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Dateif such Seller’s claim is satisfied from such insurance policies or service contracts.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless SellerGVI and each of the Stockholders (the "GVI Indemnified Parties"), and shall reimburse Seller for the GVI Indemnified Parties for, any Damages loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys' fees) or diminution of value (collectively, "Damages") arising from or in connection with: with (a) any inaccuracy inaccuracy, in any material respect, in any of the representations and warranties of Purchaser and Purchaser Subsidiary in this Agreement or in any certificate delivered by Purchaser and Purchaser Subsidiary to GVI pursuant to this Agreement, or any actions, omissions or state statements of facts fact inconsistent with any such representation or warranty (for purposes of this clause (a)warranty, each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser or Purchaser Subsidiary to perform or comply in any material respect with any agreement made by it under in this Agreement; , (c) any claim by any person Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person Person with Purchaser or Purchaser Subsidiary (or any person Person acting on its their behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and Contemplated Transactions, (d) obligations Taxes attributable to any transaction or event occurring on or prior to the Closing to the extent such liabilities exceed the amount of the reserve for Taxes accrued on the Recent Balance Sheet, (e) any claim by any Person relating to or arising out of any liabilities reflected on the Purchaser Balance Sheet or with respect to Accounting Fees arising thereafter, excluding liabilities in respect of $195,000 of indebtedness of Purchaser to Europa International, Inc. or (f) any product liability associated with the Equipment for the period after the Closing Date; providedlitigation, howeveraction, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 andclaim, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made proceeding or investigation by any Seller under this Section 7.2 after twenty four (24) months after third party relating to or arising out of the Closing Datebusiness or operations of Purchaser, or the actions of Purchaser or any holder of Purchaser capital stock prior to the Effective Time.

Indemnification by Purchaser. From and after the Closing and subject to the limits set forth in this Article V, Purchaser agrees to indemnify, defend and hold Seller harmless from and in respect of any and all Losses that it may incur arising out of or due to (i) any misrepresentation or breach of any representation, warranty, covenant, undertaking or other agreement of Purchaser contained in this Agreement (provided, however, that Purchaser shall indemnify and hold harmless Seller, and shall reimburse have no liability to Seller for any Damages arising from such misrepresentation or in connection with: (a) breach of any inaccuracy in any of the representations and warranties such representation, warranty, covenant, undertaking or other agreement of Purchaser contained in this Agreement to the extent that Seller had knowledge of such any misrepresentation or breach of any representation, warranty, covenant, undertaking or other agreement of Purchaser contained in any certificate delivered by Purchaser pursuant this Agreement prior to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (athe Closing Date), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (bii) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any claims arising from the operations of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period Company after the Closing Date, or (iii) any claims or expenses (including settlement costs and other fees) relating to or resulting from any of the foregoing; provided, however, that (i) the Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller not be liable under this Section 7.2 after twenty four (245.1(b) months after unless and until the Closing Datetotal of all claims for indemnity or damages with respect to any inaccuracy or breach of any such representations or warranties or breach of any covenants, undertakings or other agreements, whether such claims are brought under this Article V or otherwise, exceeds $250,000 and then only for the amount by which such claims for indemnity or damages exceed $250,000; provided, further, that Seller shall not be entitled to recover from Purchaser under this Section 5.1(b) or otherwise more than $5,000,000 in the aggregate. The foregoing monetary limitations shall not apply with respect to any loss incurred by Seller arising under, related to, or resulting from Purchaser or Company's breach of their respective obligation under Section 4.4(b).

Indemnification by Purchaser. (i) Purchaser shall indemnify promptly indemnify, defend, and hold harmless Seller, (and upon demand shall reimburse Seller for reimburse) the Sellers against any Damages arising Loss resulting from or in connection with: (ai) any inaccuracy in breach by Purchaser of any of the its covenants, obligations, representations and or warranties or breach or untruth of Purchaser any covenant, obligation, representation, warranty, fact or conclusion contained in this Agreement or in any certificate or document of Purchaser delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty and (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (cii) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any arising out of the transactions contemplated in conduct of the Business after Closing, except for failure to obtain consents, if any, for the assignment of the Contracts and except those directly or indirectly resulting solely from a breach by the Company or the Sellers of any representations or covenants of this Agreement; and (d) obligations with respect . Any indemnification payment pursuant to any product liability associated with the Equipment for foregoing shall include interest at the period after Rate from the Closing Datedate the loss, costs, expenses or damages were incurred until the date of payment; provided, however, the Rate shall not be payable with respect to attorneys’ fees incurred until such date as the underlying claim is determined to be payable. (ii) Notwithstanding anything in this Agreement to the contrary, the Company and each Seller agree that (i) Purchaser shall to the extent the Company, any Seller or any of their respective Affiliates have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, incurred any losses or damages in such event, for the full amount of such Damagesconnection with this Agreement, (iiA) Purchaser' the maximum aggregate liability of Purchaser and its respective Representatives and Affiliates for Damages shall such losses or damages, if liable therefor, will be limited to an amount equal to Five Hundred Thousand Dollars ($500,000) in the aggregate, except liability for fraud or intentional misconduct and (B) in no event exceed will the Purchase considerationCompany, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under or any of their respective Affiliates seek to recover any money damages in excess of such amount from Purchaser, or its respective Representatives and Affiliates in connection therewith. The limitation contained in this Section 7.2 after twenty four (247.03(b) months after the Closing Dateshall not apply to recovery for inaccuracy in or breach of a representation or warranty contained in Section 4.07.

Indemnification by Purchaser. Subject to the terms and conditions of Section 2.1 above and of this Article 11, Purchaser shall indemnify and hold harmless save Seller, its shareholders, officers, directors or employees (collectively, the "Seller" as used in this Article 11) harmless from and shall reimburse Seller for against any Damages arising from and all losses, claims, damages, liabilities, costs, expenses or in connection with: deficiencies including, but not limited to, reasonable attorneys' fees and other costs and expenses reasonably incident to proceedings or investigations or the defense or settlement of any claim or claims, incurred by or asserted against Seller, due to or resulting from: (ai) Purchaser's ownership or use of the Selected Assets or Assumed Contracts at any time after the Effective Closing Date; (ii) any inaccuracy in incident, occurrence, condition or claim existing, arising or accruing after the Effective Closing Date and relating to Purchaser's ownership or use of the Selected Assets or Assumed Contracts; (iii) Purchaser's default of any of its obligations under the representations and warranties of Purchaser in this Agreement Assumed Liabilities or in any certificate delivered (iv) a breach by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated its representations, warranties or covenants contained in this Agreement. The foregoing are collectively referred to as "Indemnifiable Damages"; and provided however, that Seller shall not assert a claim against Purchaser for Indemnifiable Damages unless the aggregate of such damages exceeds $50,000.00 (d) obligations with respect the "Indemnity Threshold"). In the event the aggregate amount of claims exceeds the Indemnity Threshold, then Seller shall be entitled to any product liability associated with the Equipment for the period after the Closing Daterecover from Purchaser all of its Indemnifiable Damages; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate 's liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date11.2 shall not exceed $200,000.00.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller, and shall reimburse Seller for any Damages arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule schedule, appendix, and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 15,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller, its Affiliates and shall reimburse their respective directors, officers, agents, employees and shareholders (collectively, the “Seller for any Damages arising Indemnitees”) from and against all Claims which may be made or brought against the Seller Indemnitees, or which they may suffer or incur, directly or indirectly, as a result of or in connection with: (a) any inaccuracy in misrepresentation or any of the representations and warranties incorrectness in, or breach of, any representation or warranty of Purchaser contained in this Agreement or in any certificate delivered or other document furnished by or on behalf of Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure non-fulfillment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to perform or comply with any agreement made by it under this Agreement;; or (c) any claim by any person for brokerage all liabilities, debts and obligations of Purchaser, its predecessor in interest or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing DateAffiliates; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation not be obligated to indemnify Seller for any claims Claim to the extent such Claim results from Seller’s breach of this Agreement or the 2005 Purchase Agreement. Purchaser shall not be required to pay any Claim until the aggregate of all Claims made exceeds $50,000and then shall only be liable for the amount by any Seller under this Section 7.2 after twenty four (24) months after which the Closing DateClaims exceed such aggregate amount.

Indemnification by Purchaser. (a) Subject to Section 4.3(c), the Purchaser shall indemnify and hold harmless Sellerand indemnify each of the Seller Indemnities from and against, and shall compensate and reimburse each of the Seller for Indemnities for, any Damages arising that are suffered or incurred by any of the Seller Indemnitees or to which any of the Seller Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise from or in connection as a result of, or are connected with: (ai) any inaccuracy failure on the part of the Purchaser to perform and discharge the Assumed Liabilities on a timely basis; (ii) any material Breach of any representation or warranty made by the Purchaser in this Agreement or any of the Transactional Agreements to which it is a party; or (iii) any Proceeding commenced by any Seller Indemnitee for the purpose of enforcing their rights under this Section 4.3 provided such Seller Indemnitee is successful in such Proceeding. (b) Subject to Section 4.3(c), the Purchaser shall not be required to make any indemnification payment pursuant to Section 4.3(a) for any Breach of any of the representations and warranties of Purchaser made by them in this Agreement or in the Disclosure Schedule until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any certificate delivered other Breaches of any representations or warranties) that have been suffered or incurred by Purchaser pursuant to this Agreementany one or more of the Seller Indemnitees, or to which any actions, omissions one or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any more of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.Indemnitees

Indemnification by Purchaser. Purchaser shall indemnify and hold Company harmless Selleragainst and with respect to, and shall reimburse Seller Company for any Damages and all Losses arising from or in connection withrelated to: (a) Any breach of any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes or nonfulfillment of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty)any covenant by Purchaser contained herein; (b) any failure by Purchaser to perform or comply with any agreement made by it under this AgreementAny and all of the Assumed Liabilities; (c) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, 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; and provided that with respect to any claim for indemnification under this Section 10.3: (d) Except for claims arising under Sections 4.1 (Corporate Status and Authority), written notice of such claim shall be given by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Sellerthe Company to Purchaser, as the case may be, within eighteen (18) in connection with any months from the Closing Date; (i) the aggregate amount of all such Losses exceeds $100,000; (ii) the Purchaser shall have liability only to the extent that the aggregate amount of the transactions contemplated in this AgreementLosses under (ii) exceeds $100,000, and then only for the amount of any such excess; and (diii) obligations the aggregate amount of liability for all such Losses is limited to $4,000,000; provided that with respect to any product liability associated with claim for indemnification based upon a breach of a representation or warranty by the Equipment for the period after the Closing Date; providedPurchaser under this Agreement, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount written notice of such Damages, claim is given on behalf of the Company to the Purchaser within eighteen (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (2418) months after of the Closing Date.

Indemnification by Purchaser. Purchaser shall indemnify hereby agrees to indemnify, defend and hold save harmless SellerSeller and its directors, officers, employees, affiliates, agents, advisors, representatives, stockholders and shall reimburse assigns (collectively, the “Seller for Indemnified Parties”) from, against and in respect of any Damages and all Losses incurred or suffered by any Seller Indemnified Party arising from out of, or in connection with:related to, the following (each, a “Seller Claim”): (a) any inaccuracy misrepresentation or breach of warranty made by the Purchaser in any of the representations and warranties of Purchaser in this Agreement Transaction Document or in any document, certificate or other instrument required to be delivered by the Purchaser pursuant to this Agreement, or under any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty)Transaction Document; (b) any failure breach or non fulfillment of any covenant or agreement made or to be performed by the Purchaser to perform in any Transaction Document or comply in any agreement or instrument entered in connection with any agreement made by it under this Agreement;Transaction Document; 42 (c) any claim fraud or intentional misrepresentation with respect to, or intentional breach of, any Transaction Document by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this AgreementPurchaser; and (d) obligations the Assumed Liabilities. Except as set forth in Section 8.6 with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 andthird party Actions, in the event of any Seller Claim, Seller shall notify Purchaser and such event, for notice shall be in writing and shall describe with reasonable specificity the full nature and amount of such Damages, Seller Claim (ii) Purchaser' aggregate liability for Damages a “Seller Notice of Claim”). A delay on the part of a Seller Indemnified Party in giving Purchaser a Seller Notice of Claim shall in no event exceed the Purchase consideration, and (iii) relieve Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller from its obligations under this Section 7.2 after twenty four (24) months after 8.2 only to the Closing Dateextent that Purchaser is materially prejudiced thereby. A Seller Notice of Claim may be delivered at any time during the applicable survival period for such claim as set forth in Section 8.3 of this Agreement.

Indemnification by Purchaser. (a) Purchaser shall hereby agrees to indemnify and hold harmless SellerSeller and its affiliates and their respective officers, directors, partners, shareholders, members, managers, agents, employees, successors and shall reimburse assigns ("Seller for Indemnified Parties") from and against any Damages and all Loss and Expense suffered or incurred by it and arising from or in connection withfrom: (ai) any breach by Purchaser of any warranty or inaccuracy of any representation contained in this Agreement (including any Schedule or Exhibit hereto) or in any agreement or instrument executed and delivered by Purchaser at Closing pursuant to the terms of this Agreement; and (ii) any breach by Purchaser of any of its obligations or covenants contained in this Agreement or in any agreement or instrument executed and delivered by Seller at Closing pursuant to the terms of this Agreement. (b) Purchaser shall be required to indemnify and hold the Seller Indemnified Parties harmless under SECTION 6.3(a)(i) with respect to Loss and Expense only to the extent that the aggregate amount of such Loss and Expense exceeds the Threshold Limitation, in which event such indemnification shall be effective only for Loss and Expense in excess of the Threshold Limitation; and (y) the aggregate liability of Purchaser for Loss and Expense with respect to the indemnification described in SECTION 6.3(a)(i) shall not exceed, on an aggregate basis, the Amount Limitation; provided, however, that neither the Threshold Limitation nor the Amount Limitation shall apply to the indemnification described in SECTION 6.3(a)(i) with respect to the representations and warranties of Purchaser in this Agreement under SECTIONS 2.2.1 (Corporate Status) or in any certificate delivered by Purchaser pursuant to this Agreement2.2.5 (Brokers, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (aFinders), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.

Indemnification by Purchaser. (a) Subject to the provisions of Sections 7.2(b) and 7.4 below, Purchaser shall indemnify Sellers and their Affiliates and each of their respective stockholders, officers, directors, employees and representatives (each a "Seller Indemnitee") against, and hold each Seller Indemnitee harmless Sellerfrom, any and shall reimburse all Losses incurred, suffered, sustained or required to be paid, directly or indirectly, by or sought to be imposed upon, such Seller for any Damages Indemnitee resulting from, related to or arising from or in connection with: out of (ai) any inaccuracy in or breach of any of the representations and representations, warranties of or covenants made by Purchaser in or pursuant to this Agreement or in any certificate agreement, document or instrument executed and delivered by Purchaser pursuant to this Agreementhereto or in connection with the Closing of the transactions contemplated hereunder, or any actionsand (ii) operation of the Business following the Closing Date, omissions or state including assumption of facts inconsistent with any such representation or warranty (for purposes the Assumed Liabilities and operation of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty);the Purchased Assets. (b) No Seller Indemnitee shall be entitled to indemnification pursuant to this Section 7.2 in respect of an inaccuracy in or breach of any failure representation or warranty, until such time as the Losses of all Seller Indemnitees exceed Fifty Thousand Dollars ($50,000) ("Purchaser's Basket") in the aggregate; provided that all claims by Seller Indemnitees for indemnification shall accrue in the aggregate until the Losses of all Seller Indemnitees exceed the Purchaser's Basket and thereupon Purchaser shall become obligated to perform or comply with any agreement made indemnify the Seller Indemnitees only for the amount by it under which all such claims exceed Purchaser's Basket. In no event shall Purchaser's indemnification obligations in this Agreement;Section 7.2 in the aggregate exceed Five Hundred Thousand Dollars ($500,000) ("Purchaser's Cap"). (c) any claim Each Seller Indemnitee shall promptly give written notice to Purchaser of the assertion by any person for brokerage Person of any claim, action, suit or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations proceeding with respect to any product liability associated with the Equipment for the period after the Closing Datewhich Purchaser is obligated to provide indemnification hereunder; provided, however, that (i) the rights of a Seller Indemnitee to be indemnified hereunder shall only be affected by the failure to give such notice if and to the extent such failure prejudices Purchaser in the defense of such third party claim. Amounts due with respect to Losses covered by this Section 7.2 shall be paid promptly after delivery of reasonably documented written notice of the amount of Losses incurred, subject to the provisions of Section 7.2(b), if applicable. Purchaser shall have no obligation the right, but not the obligation, to indemnify contest, defend or litigate, and to retain counsel of its choice in connection with, any claim, action, suit or proceeding by any third party alleged or asserted against a Seller for Damages until Indemnitee that is subject to indemnification by Purchaser hereunder, and the aggregate Damages exceed $20,000 andcost and expense thereof shall be subject to the indemnification obligations of Purchaser hereunder; provided, in such eventthat each Seller Indemnitee shall have the right and option to participate in, for but not control, the full amount defense of such Damagesaction at its own expense; and provided, (ii) Purchaser' aggregate liability for Damages further, that if Purchaser elects not to defend any such action or if a Seller Indemnitee shall have defenses not available to Purchaser and if counsel to Seller shall in no event exceed a written opinion advise that common representation is not appropriate, then such Seller Indemnitee shall be entitled, at its option through counsel of its choice, but at Purchaser's expense, to assume and control the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by defense of such action. Neither any Seller under this Section 7.2 after twenty four (24) months after Indemnitee, on one hand, nor Purchaser, on the Closing Dateother hand, shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of such Seller Indemnitee or Purchaser, as the case may be, which consent shall not be unreasonably withheld.

Indemnification by Purchaser. From and after the Closing, except as set forth in Article VII with respect to Tax Matters, Purchaser shall indemnify indemnify, protect, defend and hold harmless SellerSeller and its Affiliates and their respective directors, officers, employees, agents and shall reimburse representatives and their successors and assigns (collectively, the “Seller for Indemnitees”), as the case may be, from and against all Damages asserted against, resulting to, imposed upon or incurred by any Damages arising Seller Indemnitee, directly or indirectly, resulting from or in connection with: (a) arising out of a breach of any inaccuracy in any of the representations and warranties representation, warranty, covenant, agreement or other obligation of Purchaser contained in this Agreement or in any certificate delivered by Purchaser made pursuant to this Agreement, each representation, warranty, covenant, agreement or obligation being read for this purpose without regard to any actionsqualifications or limitations relating to materiality, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by including the terms «material," «materially," «Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions Material Adverse Effect" or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Dateexpressions; provided, however, that in no event will the aggregate liability of Purchaser under this Section 6.3 exceed $450,000,000 (i) the «Purchaser shall have Cap«); and provided, further, that no obligation claims for indemnification can be made against Purchaser hereunder with respect to indemnify Seller for Damages breaches of representations and warranties unless and until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such DamagesDamages for which the Seller Indemnitees are entitled to indemnity under the terms hereof with respect to breaches of representations and warranties exceeds $35,000,000 (the «Purchaser Basket«). No De Minimis Claim relating to breaches of representations and warranties shall be aggregated for purposes of either (x) determining whether the Purchaser Basket has been met or (y) composing the portion of Damages that exceeds the Purchaser Basket, (ii) Purchaser' unless such De Minimis Claim constitutes or is part of a series of two or more related claims, in which case, such De Minimis Claims shall be aggregated for purposes of determining whether the $10,000 threshold has been exceeded. In the event the aggregate liability for amount of the Damages shall in no event exceed sustained by the Purchase considerationSeller Indemnitees hereunder with respect to breaches of representations and warranties exceeds the Purchaser Basket, and (iii) the indemnification obligations of Purchaser shall have no obligation apply only to indemnify those Damages sustained by the Seller Indemnitees in excess of the Purchaser Basket. Notwithstanding the foregoing, neither the Purchaser Basket nor the Purchaser Cap shall apply to Damages resulting from breaches by Purchaser with respect to the representations and warranties set forth in Section 3.2, Section 3.4(d) and Section 3.9 of this Agreement, for any claims made by any Seller under this Section 7.2 after twenty four (24) months after all of which Damages Purchaser shall be liable whether or not the Closing DatePurchaser Basket has been exceeded.

Indemnification by Purchaser. Subject to the other terms and conditions of this Article VII, Purchaser shall indemnify and hold harmless Sellerdefend each of Vendor and its Affiliates and their respective Representatives (collectively, the "Vendor Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse Seller for each of them for, any Damages and all Losses incurred or sustained by, or imposed upon, Vendor Indemnitees based upon, arising from out of, with respect to or in connection withby reason of: (a) any inaccuracy in or breach of any of the representations and or warranties of Purchaser contained in this Agreement or in any certificate or instrument delivered by or on behalf of Purchaser pursuant to this Agreement, 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfilment of any covenant, agreement or obligation to be performed by Purchaser pursuant to this Agreement. Notwithstanding the foregoing, Purchaser shall not be required to indemnify and defend any of the Vendor Indemnitees in respect of any Losses arising out of any inaccuracy in or breach of any actions, omissions of the representations or state warranties of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to Purchaser contained in this Agreement shall be deemed a representation and warranty); (b) or in any failure certificate or instrument delivered by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in Purchaser pursuant to this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation are based on or arise out of any action, fact or circumstance relating to indemnify Seller for Damages until the aggregate Damages exceed $20,000 andCorporation, in such eventits properties or assets or the Diablillos Project that arose or existed on or prior to April 20, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date2016.

Indemnification by Purchaser. Subject to the other terms and conditions of this Article VII, Purchaser shall indemnify and hold harmless Sellerdefend each of Vendor and its Affiliates and their respective Representatives (collectively, the “Vendor Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse Seller for each of them for, any Damages and all Losses incurred or sustained by, or imposed upon, the Vendor Indemnitees based upon, arising from out of, with respect to or in connection withby reason of: (a) any inaccuracy in or breach of any of the representations and or warranties of Purchaser contained in this Agreement or in any certificate or instrument delivered by or on behalf of Purchaser pursuant to this Agreement, 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Purchaser pursuant to this Agreement. Notwithstanding the above, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit the Purchaser shall not be liable to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it the Vendor Indemnitees under this Agreement; (c) section for any claim by matters arising from any person for brokerage Vendor Indemnitee’s own negligence, fraud, wilful misconduct, breach of Law or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless SellerSeller and Parent from, against and shall reimburse in respect of any and all claims, demands, Actions, assessments, judgments, losses, damages, Liabilities, costs and expenses, including reasonable attorneys' fees and amounts paid in settlement, suffered or incurred by Seller for any Damages and Parent by reason of or arising from or in connection with: out of (a) any inaccuracy in Purchaser's failure to pay or perform any of the representations and warranties Assumed Liabilities, (b) any Liability that arises after the Closing Date from Purchaser's operation of Purchaser the Seller's Business; (c) breach of any representation or warranty contained in this Agreement or in any certificate instrument, certificate, agreement, or writing delivered to Seller or Parent by or on behalf of Purchaser pursuant to this AgreementAgreement or in connection with the transactions contemplated herein; and (d) breach of any covenant or agreement of Purchaser contained in this Agreement or in any instrument, certificate or any actions, omissions agreement or state other writing delivered to Seller or Parent by or on behalf of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit Purchaser pursuant to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Dateherein; provided, however, that (i) nothing contained in this SECTION 8.5 shall obligate Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation or Parent with respect to any matter as to which Seller or Parent is obligated to indemnify the Indemnitees pursuant to SECTION 8.1. The procedures governing indemnification by Seller for any and Parent in SECTIONs 8.2 and 8.3 shall apply to claims made by any Seller brought under this Section 7.2 after twenty four (24) months after the Closing DateSECTION 8.5 mutatis mutandis.

Indemnification by Purchaser. (a) After the execution and delivery of this Agreement, Purchaser shall agrees to indemnify and hold harmless Sellerthe Shareholders, the General Partners, the Companies and their subsidiaries, affiliates, and shall reimburse Seller for all such person’s respective officers, directors, employees and agents (collectively, the “Companies’ Indemnified Persons”), against and in respect of any Damages incurred or sustained by any of them (i) as a result of any breach by Purchaser of the representations, warranties, covenants or agreements made by Purchaser contained herein, or (ii) related to, arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty);the Companies Assumed Liability. (b) any failure by Purchaser With respect to perform or comply with any agreement made by it claims for indemnification under clause (i) of Section 5.4(a) of this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any none of the transactions contemplated in this Agreement; and (d) obligations with respect Companies’ Indemnified Persons shall be entitled to make any product liability associated with the Equipment such claim for the period indemnification for any breach of representation or warranty after the Closing Date; date on which the same ceases to survive pursuant to Section 5.1 hereof, provided, however, that (i) if prior to such date Purchaser shall have no obligation received written notification of a claim for indemnity from the Companies’ Indemnified Person, which notice shall specify in reasonable detail the facts and circumstances which form the basis for such claim, then such claim, if diligently pursued, shall continue as a basis for indemnity until it is finally resolved. (c) With respect to indemnify Seller claims for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, indemnification under clause (ii) Purchaser' aggregate liability of Section 5.4(a) of this Agreement, any of the Companies’ Indemnified Persons shall be entitled at any time to make any claim for Damages shall in no event exceed the Purchase considerationindemnification thereunder, and (iii) the obligations of Purchaser thereunder shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Datebe perpetual.

Indemnification by Purchaser. Purchaser shall indemnify agrees to indemnify, defend and hold harmless Seller, Sellers after the date hereof from and shall reimburse Seller for against any Damages Adverse Consequences arising from out of or in connection withresulting from: (a) any inaccuracy in any misrepresentation or breach as of the representations and warranties date hereof of any representation or warranty of Purchaser contained in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (aeach a "Seller Warranty Claim"), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that the Sellers' rights to indemnification for Seller Warranty Claims shall be subject to the following limitations: (i) Purchaser such Seller Warranty Claims shall expire fifteen (15) months following the date hereof; provided, that if at the stated expiration of any indemnification obligation there shall then be pending any indemnification claim by a Seller, said Seller shall then continue to have no obligation the right to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of indemnification with respect to such Damages, claim notwithstanding such expiration; (ii) Purchaser' 's maximum aggregate liability to Sellers for Damages indemnification shall in no event not exceed the Purchase consideration, and Outstanding Preferred Stock Balance; and (iii) Sellers shall not be entitled to indemnification for Seller Warranty Claims unless and until the aggregate Adverse Consequences suffered by Sellers exceeds $50,000, whereupon Sellers shall be entitled to indemnification hereunder from Purchaser shall have no obligation for all Adverse Consequences suffered by Sellers in excess of such threshold amount. (b) the failure by Purchaser to indemnify Seller for perform any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Date.of its covenants or obligations hereunder;

Indemnification by Purchaser. Except as otherwise expressly provided in this Article 9, Purchaser shall defend, indemnify and hold harmless each Seller, LVI's officers, directors, employees, affiliates, successors and assigns (collectively, "LVI'S INDEMNIFIED PERSONS") and shall reimburse Seller for any Damages arising Sellers or LVI's Indemnified Persons, for, from and against all Losses imposed on or incurred by Sellers or LVI's Indemnified Persons, directly or indirectly, relating to, resulting from or in connection with: arising out of: (a) any material inaccuracy in any of the representations and warranties representation or warranty of Purchaser in this Agreement or any certificate, document or other instrument delivered or to be delivered pursuant hereto in any certificate respect whether or not Sellers' or LVI's Indemnified Persons relied thereon or had Knowledge thereof or (b) any material breach or nonperformance of any covenant, agreement or other obligation of Purchaser or any certificate, document or other instrument delivered or to be delivered pursuant hereto; this indemnification obligation set forth herein shall be subject to the following: (i) No amount shall be payable by Purchaser pursuant to this AgreementSection 9.02, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule unless and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Purchaser to perform or comply with any agreement made by it under this Agreement; (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with any of the transactions contemplated in this Agreement; and (d) obligations with respect to any product liability associated with the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of losses actually suffered or incurred by Sellers and LVI's Indemnified Persons exceeds $100,000.00 ("PURCHASER'S INDEMNITY BASKET") and then Purchaser shall indemnify Sellers and LVI's Indemnified Persons for such Damages, losses including the Purchaser's Indemnity Basket. (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) The maximum indemnity obligation of Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Datenot exceed $2,000,000.00.

Indemnification by Purchaser. From and after the Closing Date, Purchaser shall indemnify and hold harmless SellerSellers and their Affiliates, each of their respective directors, officers and employees, and shall reimburse Seller for each of the successors and assigns of any Damages of the foregoing (collectively, the “Sellers Indemnified Parties” and together with the Purchaser Indemnified Parties the “Indemnified Parties”) from and against any and all Losses resulting from or arising from out of or in connection with: (ai) any inaccuracy in breach of any of the representations and warranties of representation or warranty by Purchaser contained in this Agreement (each of which for purposes of this paragraph shall be read as though none of them contains any material adverse change or effect qualifier or other materiality qualifier) to the extent that a claim therefor is presented to Purchaser in any certificate delivered by Purchaser pursuant to accordance with this Agreement, or any actions, omissions or state of facts inconsistent with any Agreement before such representation or warranty (for purposes of terminates in accordance with this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty)Agreement; (bii) any breach of any covenant by Purchaser contained in this Agreement to the extent that a claim therefor is presented to Purchaser in accordance with this Agreement before such covenant terminates in accordance with this Agreement; (iii) anything herein to the contrary notwithstanding, any Required Consent Litigation instituted more than **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** after the Closing Date; (iv) any failure by Purchaser to perform or comply with otherwise fulfill any agreement made by it under this undertaking or obligation pursuant to the Assumption Agreement; (cv) any claim failure by any person for brokerage Purchaser to perform or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Purchaser (or any person acting on its behalf, regardless of whether such person purported to act on behalf of Seller) in connection with otherwise fulfill any of the transactions contemplated in this AgreementAssumed Liabilities; andor (dvi) obligations with respect any and all Actions and demands incident to any product liability associated with of the Equipment for the period after the Closing Date; provided, however, that (i) Purchaser shall have no obligation to indemnify Seller for Damages until the aggregate Damages exceed $20,000 and, in foregoing or such event, for the full amount of such Damages, (ii) Purchaser' aggregate liability for Damages shall in no event exceed the Purchase consideration, and (iii) Purchaser shall have no obligation to indemnify Seller for any claims made by any Seller under this Section 7.2 after twenty four (24) months after the Closing Dateindemnification.