Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from Each Seller shall jointly and after Closing, shall severally indemnify Acquiror and its subsidiaries (the “Acquiror Indemnified Parties”) against and hold them harmless Buyersfrom any loss, their Affiliatesliability, claim, damage or expense including legal fees and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives expenses (collectively, “Buyers Indemnified PartiesLosses”) from and against any and all Indemnifiable Losses that suffered or incurred by such Buyers Acquiror Indemnified Party incurs as a result of, or arising from, relating to or otherwise in respect of: (i) the any breach of any representation or warranty of Sellers contained in this Agreement or certificate delivered by or on behalf of Sellers pursuant thereto, in each case other than with respect to Section 2.07 (but only excluding Section 2.07 to the extent a breach of the representations applicable representation or warranties made by Sellers in this Agreement, warranty would give rise to an indemnification claim pursuant to Section 7.01(a)(iii) or Section 7.01(a)(iv)); (ii) any breach or non-fulfillment of any covenants or other agreements made by covenant of Sellers contained in this AgreementAgreement and any liability (whether known, unknown, accrued, unaccrued, contingent, matured or unmatured) of Kos Investments and Kos Holdings in existence at the Closing Date other than any item that would give rise to an indemnification claim pursuant to Section 7.01(a)(iii) or Section 7.01(a)(iv) and liability that is discharged in connection with the Closing; (iii) any all liability for Taxes of Kos Investments and Kos Holdings allocable to the Excluded Liabilities, and Preclosing Period as determined under Section 7.03(b); and (iv) all liability for the Preclosing Periods (as a result of Treasury Regulation § 1.1502-6(a), by contract or otherwise) for Taxes of any fraud, willful misconduct entity or criminal acts person (other than Kos Investments and Kos Holdings) which is or has ever been affiliated with Kos Investments or Kos Holdings if such Tax arises as a result of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;such affiliation. (b) In no event shall Acquiror be indemnified to the extent of any liabilities taken into account in the calculation of the Closing Payment. The indemnification provided in this Article VII shall be the sole and exclusive remedy of Acquiror against Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) for monetary relief under this Agreement or in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, transactions contemplated hereby. Each party hereto agrees that the foregoing limitation will previous sentence shall not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, limit or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the otherwise affect any non-monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at right or remedy which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification party may have under this Agreement will not exceed an amount equal or otherwise limit or affect any party’s right to seek equitable relief, including the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect remedy of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Capspecific performance. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject Sellers hereby, jointly and severally, agree to Article 11, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, the Subsidiaries and their respective equity holders, managers, membersaffiliates, officers, directors, principalsand employees and their heirs, attorneyssuccessors and assigns, agentsas the case may be, employees or other representatives (collectively, “Buyers Buyer Indemnified Parties”) harmless from and against any and all Indemnifiable Losses that Damages which any such Buyers Indemnified Party incurs as a result person may suffer or incur by reason of, or arising from, : (i) the breach of any of the covenants or agreements made by Sellers in this Agreement or any certificate delivered by Sellers hereto; (ii) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) Agreement or any breach or non-fulfillment of any covenants or other agreements made certificate delivered by Sellers in this Agreement, hereto; (iii) any of the all Excluded Liabilities, and ; (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorsall Pre-Closing Service Matters; (bv) Sellers will have no obligation to indemnify obligations or expenses of the Subsidiaries in connection with the Transaction, including legal and accounting fees and expenses and brokerage and finders’ fees due including obligations of any Subsidiary under its agreements and arrangements with ▇▇▇▇▇▇▇; (vi) all obligations of the Subsidiaries in respect of Closing Date Indebtedness; (vii) the environmental matters set forth on Schedule 7.2(a)(vii) (the “Specified Pre-Signing Environmental Matters”); (viii) any Environmental Condition or SWD Defect identified by Buyers Indemnified Parties pursuant to Section 11.1(a)(i5.1(d), as set forth on Schedule 7.2(a)(viii) in respect (which matters shall not be duplicative of Indemnifiable Losses arising from the breach ofSpecified Pre-Signing Environmental Matters) (the “Specified Pre-Closing Environmental Matters”), or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties schedule shall be entitled delivered to seek indemnification under Section 11.1(a)(iSellers by Buyers not less than three (3) for all claims over $350,000; provided, however, that business days prior to Closing; (ix) the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties matters set forth in Section 4.1 (Organization; Capacityon Schedule 7.2(a)(ix), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for Seller Indemnified Tax Liabilities. For purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no whether any Buyer Indemnified Parties shall be Party is entitled to indemnification under this Agreement with respect to Section 7.2(a) and in calculating the amount of Indemnifiable Damages, the parties shall ignore (i) any breach of requirement in any representationrepresentation or warranty contained herein that an event or fact be material, warranty have a Material Adverse Effect or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) otherwise have a material adverse effect on Sellers or the 20% Cap Business, taken as a whole, and (ii) any other reference to materiality contained in any such representation or the Purchase Price Cap in Section 11.1(c)warranty.

Indemnification by Sellers. (a) Subject to Article 11, Sellers, Each Seller hereby agrees that from and after Closingthe Closing it shall, shall indemnify severally and not jointly, indemnify, defend and hold harmless BuyersPurchaser, their its Affiliates, and their respective equity holdersdirectors, managersofficers, shareholders, partners, members, officersattorneys, directors, principals, attorneysaccountants, agents, representatives and employees or (other representatives than the Transferred Business Employees) and their heirs, successors and permitted assigns, each in their capacity as such (the “Purchaser Indemnified Parties”), from, against and in respect of any damages, losses, charges, Liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, interest, penalties, and costs and expenses (including removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring, reasonable attorneys’ fees, and reasonable out of pocket disbursements) (collectively, “Buyers Losses”) imposed on, sustained, incurred or suffered by, or asserted against, any of the Purchaser Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to or arising from, out of: (i) the Any breach of any representation or warranty made by a Seller contained in Article IV for the period such representation or warranty survives, it being understood that for purposes of this Section 8.2 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 Sellers shall only indemnify the Purchaser Indemnified Parties for the representations and warranties of Sellers set forth in Section 4.22 to the extent any Stock Consideration is delivered; (ii) (1) Any breach of any covenant or warranties made by Sellers agreement of a Selling Entity contained in Section 6.2 and (2) any breach of any other covenant or agreement of a Selling Entity contained in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, ; and (iii) any Any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;. (b) Sellers will have no obligation No Seller shall be liable to indemnify the Buyers Purchaser Indemnified Parties pursuant for (i) any Losses for any individual claim (or group of directly related claims) less than $50,000 (each, a “de minimis loss”) with respect to the matters contained in Section 11.1(a)(i8.2(a)(i) in (other than with respect to a breach of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 4.1, 4.2 and 4.20) and Section 4.1 8.2(a)(ii)(1) or (Organization; Capacity)ii) any Losses with respect to the matters contained in Section 8.2(a)(i) (other than with respect to a breach of the representations and warranties set forth in Sections 4.1, 4.2 and 4.20) and Section 4.2 8.2(a)(ii)(1) unless the Losses therefrom exceed an aggregate amount (Authorization; Noncontravention)including all Losses attributable to Sellers other than any de minimis losses) equal to $32,500,000, and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance then only for Losses in excess of doubt, claims for indemnification pursuant that amount and up to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the an aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “2022.5% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapPremium. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to the limitations and other terms and conditions of this Article 11IX, Sellersincluding the caps on liability set forth in Section 9.04, from Sellers and after Closingthe Seller Principals, jointly and severally, shall indemnify and hold harmless BuyersBuyer, their Affiliates, Parent and their respective equity holdersAffiliates (including, managersafter the Closing, members, officers, directors, principals, attorneys, agents, employees or other representatives the Companies) (collectively, the “Buyers Buyer Indemnified Parties”) against, and shall hold the Buyer Indemnified Parties harmless from and against against, any and all Indemnifiable Losses that such Buyers claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees and disbursements (a “Loss”), incurred or sustained by, or imposed upon, any of the Buyer Indemnified Party incurs as a result Parties based upon, arising out of, with respect to or arising from, by reason of: (ia) the any breach of any of the representations or warranties made by Sellers a Company contained in Article IV of this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify any breach of any of the Buyers Indemnified Parties pursuant to Section 11.1(a)(irepresentations or warranties made by a Seller contained in Article III of this Agreement; (c) in respect of Indemnifiable Losses arising from the any breach or violation of, or inaccuracy infailure to fully perform, any representation covenant, agreement, undertaking or warranty described therein unless obligation to be performed by Sellers or Company contained in Article II, Article VII, or Article XI of this Agreement; (d) any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (i) all Taxes of the aggregate amount Companies or a Seller or relating to the business of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) Companies for all claims over $350,000Pre-Closing Tax Periods, including the Known Tax Obligations; (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Companies (or any predecessor thereto) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iii) any and all Taxes of any person imposed on the Companies or a Seller arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date; provided, however, that this covenant shall expire on the foregoing limitation will third (3rd) anniversary of the Closing Date; (f) any Indebtedness or Transaction Expenses not apply to claims for indemnification pursuant to paid in accordance with Section 11.1(a)(i2.04 and Section 2.08(c) in respect of breaches of, or inaccuracies in, representations and warranties hereunder; (g) the matters set forth in Section 4.1 (Organization; Capacityon Schedule 9.02(g), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (yh) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as matters set forth in on Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c9.02(h).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closingthe Closing Date, shall the Sellers shall, jointly and severally, protect, defend, indemnify and hold harmless each of the Buyers, their Affiliates, the QNX Entities and their respective equity holders, managers, membersAffiliates, officers, directorsdirectors and employees (each party seeking indemnification, principals, attorneys, agents, employees or other representatives (collectively, a “Buyers Buyer Indemnified PartiesPerson”) from and against against: (a) any and all Indemnifiable Losses that such Buyers Loss of any Buyer Indemnified Party incurs as a result ofPerson resulting from, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach out of, or any inaccuracy in, of any representation or warranty described therein unless on the aggregate amount part of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, Sellers contained in which event this Agreement (without giving effect (other than in the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that case of the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 Sections 3.2 (Organization; Capacityfifth sentence only), Section 4.2 (Authorization; Noncontravention3.16, 3.17(d), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii3.22(a), 3.35 through 3.73 (iiiother than Sections 3.38(c), 3.43, 3.47, 3.52, 3.53(a) and 3.64), 3.87, 3.88, 3.107 and 3.111) to any “Material Adverse Effect” or “materiality” qualifications contained in such representations and warranties); (ivb) are not subject to any Loss of any Buyer Indemnified Person resulting from, or arising out of, any breach of any covenant on the monetary limitation set forth above part of the Sellers contained in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarAgreement; and (c) Sellersany Loss of any Buyer Indemnified Person resulting from or arising out of any derogation of, or limitation, restriction or detrimental impact on, the QNX Entities’ aggregate liability ownership of all rights, title and interest in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of copyright in the QNX Proprietary Software and in and to all rights to confidential information therein from claims by third Persons (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; providedBuyers and their Affiliates), howeverincluding any Losses from claims by third Persons for (i) copyright infringement or misappropriation of trade secrets by any QNX Entity in relation to, if or in connection with or arising out of the QNX Proprietary Software, (ii) misappropriation of confidential information embodied in the QNX Proprietary Software or (iii) any such breach royalty, license or other fee for the QNX Entities’ continued exploitation or use of representation or warranty is specific to a Facility or fewer than all Facilitiesthe QNX Proprietary Software. For the absence of doubt, then the foregoing calculations above provisions of this Section 9.2 shall be applied only not apply to the portion of the Purchase Price allocable to such Facility Tax Representations or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for other Tax matters, indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement by Sellers with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachTaxes being governed by Article VI. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11the limitations set forth in this Section 10.1, SellersSellers agree to indemnify, from and after Closing, shall indemnify defend and hold harmless Buyers, their Affiliates, Buyer and its respective Affiliates and their respective equity holders, managers, members, officers, directors, principalspartners, attorneysmembers, stockholders, employees, agents, employees or other representatives representatives, successors and permitted assigns (collectively, the “Buyers Indemnified PartiesBuyer Indemnitees”) ), harmless from and against in respect of any and all Indemnifiable Losses that such Buyers Indemnified Party incurs Losses, net of the proceeds from any insurance policies or other third party reimbursement for, or any tax benefit Buyer actually receives as a result of, such loss, and net of any Losses incurred by Seller Indemnitees and not previously paid pursuant to which they are entitled to indemnification under Article X that they may incur arising solely out of or arising from, related to: (i) the any breach of any of the representations representation or warranties warranty made by Sellers Sellers, Resource Partners or Agent (in each case without regard to any “Material Adverse Effect” or other “materiality” qualifier contained therein) in this Agreement, the Schedules, or any other Transaction Document delivered by Sellers or Agent pursuant to this Agreement; (ii) any breach or non-fulfillment of any covenants representation or other agreements warranty made by Sellers or Resource Partners (in each case without regard to any “Material Adverse Effect” or other “materiality” qualifier contained therein) in this Agreement, Agreement as if such representation or warranty were made on and as of the Closing Date; (iii) any breach by Sellers, Resource Partners or Agent of the Excluded Liabilitiesany covenant or obligation of Sellers, and Resource Partners or Agent in this Agreement or any other Transaction Document delivered pursuant to this Agreement; (iv) any fraud, willful misconduct claim by any Person for brokerage or criminal acts of finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorsany Acquired Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; (bv) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, Redemption and any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; andContingency Obligations; (cvi) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representationsany Buyer Indemnified Taxes; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap.or (dvii) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachSpecial Indemnity Matter. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject Except with respect to Pre-Closing Environmental Liabilities (which are exclusively the subject of Section 8.4) and Product Liability Claims (which are exclusively the subject of Section 8.5), and subject to all applicable terms and conditions of this Article 11VIII, Sellers, from Sellers hereby agree to indemnify Purchaser and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, its affiliates and their respective equity holders, managers, members, officers, directors, principalsemployees, attorneysstockholders, partners, members, agents, employees and Representatives (collectively, the “Purchaser Group”) against, and agrees to hold them harmless from, any loss, liability, claim, damage or other representatives reasonable expense (collectively, “Buyers Indemnified PartiesLosses”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or incurred to the extent arising from, relating to or otherwise in respect of (i) the any breach of any representation or warranty of the representations or warranties made by Sellers contained in this AgreementAgreement (determined for purposes of only this Article VIII without reference to any qualification in such representation or warranty of materiality or Material Adverse Effect), (ii) any breach or non-fulfillment of any covenants or other agreements made by covenant of Sellers contained in this Agreement, (iii) any Excluded Liabilities (other than Pre-Closing Environmental Liabilities and Product Liability Claims, which are exclusively the subject of the Excluded LiabilitiesSections 8.4 and 8.5, and respectively) or (iv) any fraud, willful misconduct claim or criminal acts Suit alleging that a Person other than the Purchaser Group is the owner of the Acquired GP Owned Computer Software or that a Person other than Sellers is the owner of the Included GP Owned Computer Software (or its officers, directors, members, shareholders, employees, agents any part or portion thereof) or otherwise challenging or contesting the Purchaser’s Group sole and independent contractors; exclusive ownership of the Acquired GP Owned Computer Software or the right of the Purchaser Group to use the Included GP Owned Computer Software (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation part or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000portion thereof); provided, however, that Sellers shall not have any liability under clause (i) of this Section 8.1 unless the foregoing limitation will not apply aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceed, on a cumulative basis, an amount equal to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 $7 million (Organization; Capacitythe “Deductible”), Section 4.2 in which case Sellers shall only be liable under clause (Authorization; Noncontravention), and Section 4.4 (Titlei) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when 8.1 for the amount of such claims in the aggregate exceeds $20,000 at which point the right excess over such Deductible, up to be indemnified shall apply to all claims from the first dollar; and a maximum total liability of Sellers under clause (ci) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product this Section 8.1 of (x) twenty fifteen percent (2015%) times (y) of the Purchase Price (not including any amounts excluded under the Deductible) (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations); provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilitiesthat no claim for Losses may be made, then the foregoing calculations and no Losses shall be applied only to against the portion Deductible, for any claim that is not in excess of $80,000; and provided, further, that the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining Deductible and the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) Cap shall not be subject limit the Purchaser Group’s right to indemnification for any breach of any covenant in the 20% Cap Agreement, for any claim or Suit described in clause (iii) of this Section 8.1 or for Excluded Liabilities (including, without limitation, Pre-Closing Environmental Liabilities and Product Liability Claims). Notwithstanding the Purchase Price Cap. (d) Anything herein to the contrary notwithstandingforegoing, no Buyer Indemnified Parties neither Purchaser nor any other Person shall be entitled to indemnification under this Agreement Section 8.1 for any Losses to the extent such Losses are reflected as a liability in the calculation of Closing Working Capital on the Final Working Capital Statement. (b) Purchaser acknowledges and agrees that, if the Closing occurs, the sole and exclusive remedy of the Purchaser Group with respect to any and all claims for any breach of any representation, warranty warranty, covenant or covenant if agreement set forth in this Agreement or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article VIII; provided, that Purchaser shall be entitled to seek an injunction or other equitable relief with respect to any officerclaims for breach of Section 5.8(b). In furtherance of the foregoing, director or equity holder Purchaser hereby waives, on behalf of Buyer or its affiliates had actual knowledgeitself and the other members of the Purchaser Group, at any time prior effective upon and subject to the occurrence of the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstandingfullest extent permitted under applicable law, obligations any and all rights, claims and causes of Seller under Section 10.1action for any breach of any representation, 10.2warranty, 10.7 and Section 10.13 shall not be subject to the monetary limitation covenant or agreement set forth in Section 11.1(b) this Agreement or otherwise relating to the 20% Cap subject matter of this Agreement it may have against Sellers and their respective affiliates, and each of their respective officers, directors, employees, stockholders, agents and Representatives arising under or based upon any Federal, state, local or foreign statute, law, ordinance, rule or regulation, except pursuant to the Purchase Price Cap indemnification provisions set forth in Section 11.1(c)this Article VIII.

Indemnification by Sellers. (a) Subject to Article 11the limitations set forth in this Agreement, Sellersincluding the limitations set forth in Section ‎6.5, from Sellers jointly and after Closingseverally agree to indemnify in full, shall indemnify defend and hold harmless BuyersBuyer, their Affiliates, Buyer’s Affiliates and their respective equity holdersdirectors, officers, managers, membersemployees, officers, directors, principals, attorneys, agents, employees or other representatives agents and owners (collectively, the “Buyers Buyer Indemnified Parties”) from and against any loss, Liability, Tax, settlement payment, award, judgment, fine, penalty, deficiency, damage, cost or expense (including arbitration fees or costs, witness fees, and all Indemnifiable Losses that such Buyers Indemnified Party incurs reasonable fees and disbursements of legal counsel), including any of the foregoing relating to, resulting from or arising out of any action, suit, administrative proceeding, investigation, defense, audit or other Proceeding brought by any Person and any settlement or compromise thereof, but excluding, except to the extent payable to a third party, consequential, special, indirect, and punitive damages (collectively, “Losses”) in connection with, arising from or as a result of, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, following: (iia) any breach of, or non-fulfillment failure to perform, any agreement or covenant of any covenants or other agreements made by Sellers contained in this Agreement, (iii) Agreement or any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorsAncillary Documents; (b) any fraud by Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; andtheir Affiliates; (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representationsany Excluded Asset or Excluded Liability; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap.or (d) Anything herein to any Taxes of SamCo for Pre-Closing Tax Periods. All indemnification rights hereunder shall survive the contrary notwithstandingexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, no regardless of any investigation, inquiry or examination made for or on behalf of, or any Knowledge of, Buyer and/or any of the other Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach or the acceptance by Buyer of any representation, warranty certificate or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachopinion. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to the provisions and limitations of this Article 11, SellersVIII, from and after Closingthe Closing Date, each Seller, severally and not jointly, shall indemnify and hold harmless Buyers, their Affiliates, Purchaser and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives its Affiliates (collectively, the “Buyers Purchaser Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers claims, liabilities, damages, losses, demands, obligations, deficiencies, costs, and expenses of any nature whatsoever, including, without limitation, reasonable attorneys’ fees, accountants’ fees, and all costs of investigation, and other expenses of defending any actions or claims, amounts of judgment and amounts paid in settlement, whether or not involving a Third Party Claim (collectively referred to as the “Damages”), suffered by Purchaser Indemnified Party incurs as a result of, Parties resulting from or arising from, out of (i) the any inaccuracy or breach of any of the representations or warranties made by Sellers either Seller in this AgreementAgreement or in any Transaction Document executed in connection herewith, (ii) any breach or non-fulfillment nonfulfillment of any covenants or other agreements made by Sellers either Seller in this AgreementAgreement or in any Transaction Document executed in connection herewith, (iii) any of Taxes owed by either Seller and any Taxes owed by either Company for or relating to the Excluded Liabilitiesperiod prior to the Closing, and (iv) any fraudIndebtedness or Selling Expenses not fully paid by either Seller on the Closing Date or not taken as a reduction to the Purchase Price at the Closing, save and except for Indebtedness disclosed on the Disclosure Schedules, (v) any fraud or willful misconduct or criminal acts of Sellers intentional misrepresentations or its officers, directors, members, shareholders, employees, agents and independent contractors;omissions by either Seller (each claim made by the Purchaser Indemnified Parties pursuant to this Section 8.2(a) shall be a “Purchaser Claim”). (b) Except as set forth in the last sentence of this Section 8.2(b), Sellers will shall not have no obligation to indemnify the Buyers Indemnified Parties liability for indemnification pursuant to clause (i) of Section 11.1(a)(i8.2(a) for any individual Purchaser Claim under clause (i) of Section 8.2(a) for which indemnification is provided hereunder unless the amount of all Purchaser Claims arising under clause (i) of Section 8.2(a) exceeds fifty thousand dollars ($50,000) in the aggregate (“Basket Amount”). Once the amount of all Purchaser Claims arising under clause (i) of Section 8.2(a) exceed the Basket Amount in the aggregate, Sellers shall be severally and not jointly responsible for the full amount of Purchaser Claims with respect to clause (i) of Indemnifiable Losses arising from Section 8.2(a) including the Basket Amount. The Basket Amount shall not be applicable to any Purchaser Claim for breach ofof Section 4.8 (Accounts Receivable). Notwithstanding the foregoing, the maximum aggregate liability of Sellers for Purchaser Claims under clause (i) of Section 8.2(a), other than Fundamental Representations, and Section 4.8 (Accounts Receivable), shall not exceed, in the aggregate, an amount equal to twenty percent (20%) of the Purchase Price (“Cap”). Furthermore, the maximum aggregate liability of Sellers for Purchaser Claims under Section 8.2(a) shall not exceed, in the aggregate, an amount equal to the Purchase Price. The limitations set forth in this Section 8.2(b) shall not apply to any Purchaser Claim related to clauses Section 8.2(a)(iii) through Section 8.2(a)(v). (c) For purposes of determining under Article IV the inaccuracy or inaccuracy in, breach of any representation or warranty described therein unless herein or in any instrument or document delivered hereunder and the aggregate amount of all any Damages that are indemnifiable hereunder, each such Indemnifiable Losses incurred representation and warranty shall be read without regard and without giving effect to any materiality or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Material Adverse Effect or similar qualification contained therein (as if such standard or qualification were deleted from such representation or warranty). (d) The Purchaser Indemnified Parties shall not be entitled to seek assert any Purchaser Claim for indemnification pursuant to this Section 8.2 for Purchaser Claims for indemnification with time restrictions under Section 11.1(a)(i8.1(a) for all claims over $350,000after the dates provided in Section 8.1(a); provided, however, that the foregoing limitation will not apply if on or prior to claims for indemnification such date a Notice of Claim (as defined below) shall have been provided pursuant to Section 11.1(a)(i) in respect of breaches of8.4 hereof for such indemnification, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant Purchaser Indemnified Parties shall continue to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point have the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty such indemnification claim until such claim for indemnification has been satisfied or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting otherwise resolved as provided in such breachthis Article VIII. (e) Anything herein All claims for indemnification by Purchaser Indemnified Parties shall be net of any insurance proceeds actually received as a result of the matter for which indemnification is claimed. (f) Once Damages are agreed to by the contrary notwithstandingIndemnifying Party or finally adjudicated to be payable pursuant to this Article VIII, the Indemnifying Party shall satisfy its obligations within thirty (30) days of Seller under Section 10.1such agreement or final, 10.2, 10.7 and Section 10.13 shall not be subject non-appealable adjudication by paying the amount of Damages by wire transfer of immediately available funds to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c)an account designated by such Purchaser Indemnified Party.

Indemnification by Sellers. (a) Subject The obligations of each Seller with respect to Article 11, Sellers, from indemnification hereunder are individual and after Closing, shall indemnify and hold harmless Buyers, their Affiliatesseveral, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000not joint; provided, however, that that, subject to the foregoing limitation will not apply to claims for indemnification pursuant to caps and limitations in this Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations 6 and warranties except as set forth in Section 4.1 6.6(d) with respect to the obligations of the Fundamental Sellers for Company Fundamental Representations, the Sellers’ obligations with respect to representations and warranties of the Company and the Sellers and with respect to Section 7.2 (Organization; CapacityCertain Tax Matters), shall be deemed to be joint and several up to the Standard Cap (defined below in Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”6.6). For the avoidance of doubt, claims for indemnification pursuant except to Sections 11.1(a)(iithe limited extent provided in the immediately preceding sentence, each Seller’s obligations with respect to its own Seller Fundamental Representations and with respect to each Seller’s obligations set forth in Section 7.1 (Non-competition; Non-solicitation) (as applicable), 7.3 (iiiMaintenance of Confidentiality by Sellers), and 7.4 (Trademarks) are individual, and such Seller shall be solely responsible for such amounts. (b) Subject to Section 6.2(a) and (iv) are not subject to the monetary limitation limitations set forth above in this Section 11.1(b6 (including, without limitation, the limitations set forth in Section 6.6); however, such claims each Seller agrees to indemnify, defend and hold harmless the Company, Buyer and its subsidiaries, and their respective officers, directors, employees, shareholders, controlling persons, Representatives and Affiliates (collectively, the “Buyer Indemnified Persons”) from and against and be liable for any and all Damages (excluding any Damages attributable to any Tax matter as to which Section 7.2 shall control) related to or arising, directly or indirectly, out of, caused by or resulting from the following: (i) any breach or inaccuracy, or any allegation by any third party which, if true, would be subject to indemnification only when the amount a breach or inaccuracy, of such claims any representation or warranty made in the aggregate exceeds $20,000 at which point the right Section 3 of this Agreement or in any certificate required to be indemnified shall apply delivered by the Company pursuant to all claims from Section 2.3, including the first dollarfailure of a representation or warranty made by the Company in this Agreement or in any such certificate to be true at the Closing; and (cii) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i(A) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its any breach of representationsor inaccuracy, warranties and covenants other than the Sellers Fundamental Representations; provided, howeveror any allegation by any third party which, if true, would be a breach or inaccuracy, of any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion made by such Seller in Section 4 of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal or in any certificate required to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims be delivered pursuant to Section 11.1(a)(iii2.3 by such Seller, or (B) shall not any breach or nonperformance by such Seller of any covenant, agreement or obligation in this Agreement to be subject performed by such Seller at or after the Closing. For purposes of clarification, except to the 20% Cap limited extent provided in Section 6.2(a), the parties agree that no Seller shall be liable for Damages caused by the breach or inaccuracy of any representation or warranty made by another Seller in Section 4 of this Agreement or in any certificate delivered by another Seller pursuant to Section 2.3 or the Purchase Price Capnonperformance by another Seller of its covenants, agreements or obligations hereunder. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closingthe Closing Date, except with respect to Taxes and Tax matters (indemnification claims in respect of which may be brought solely under Article IX), and subject to the provisions of this Article VIII (including the limitations set forth in Section 8.5), each Seller, severally (in proportion to its Seller Proportion, except to the extent subject to the proviso to this Section 8.2) but not jointly, shall indemnify and hold harmless Buyers, their Affiliates, harmless (a) the Company and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives its Subsidiaries (collectively, the “Buyers Company Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers actually incurred by the Company Indemnified Party incurs as a result of, or arising Parties to the extent resulting from, : (i) the any breach of any of a Fundamental Representation by the representations or warranties made by Sellers in this Agreement, Company; (ii) any breach or non-fulfillment of any covenants other representation or other agreements made warranty by Sellers the Company contained in this Agreement, Article IV; (iii) any breach of any covenant or agreement contained in this Agreement to be performed by the Excluded Liabilities, and Company prior to Closing; or (iv) any fraud, willful misconduct or criminal acts the matters set forth in Section 8.2(a)(iv) of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;the Purchaser Disclosure Schedule. (b) Sellers will have no obligation to indemnify the Buyers Purchaser and its Affiliates (other than the Company Indemnified Parties) (collectively, the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “Seller Indemnitees”) from and against any and all Losses actually incurred by the Purchaser Indemnified Parties pursuant to the extent resulting from: (i) any breach of a Fundamental Representation by such Seller; (ii) any breach of any other representation or warranty by such Seller contained in Section 11.1(a)(i3.1; (iii) any breach of any covenant or agreement contained in respect of Indemnifiable this Agreement to be performed by such Seller; or (iv) Seller Transaction Expenses to the extent they were incurred prior to the Closing and were not considered in calculating the Equity Value or the Distribution Amount. provided that, notwithstanding anything in this Agreement to the contrary, any indemnifiable Losses arising incurred by the Company Indemnified Parties or the Purchaser Indemnified Parties to the extent resulting from the breach of, or inaccuracy in, of any representation or warranty described therein unless made by a Seller or from the aggregate amount breach of all such Indemnifiable Losses incurred a covenant or suffered agreement made by a Seller shall be indemnified solely by the Buyers Indemnified Parties exceeds $700,000breaching Seller in accordance with this Article VIII, and not by any other Seller; provided further, notwithstanding anything in which event this Agreement to the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; providedcontrary, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach the Purchaser Indemnified Parties is intended to indemnify the Purchaser Indemnified Parties only for Losses suffered or incurred by them directly and is not intended to indemnify the Purchaser Indemnified Parties with respect to Losses suffered by a Company Indemnified Party or that they may suffer or incur solely by virtue of any representation, warranty their direct or covenant if any officer, director or indirect equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting ownership in such breacha Company Indemnified Party. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from and after After the Closing, shall each Seller severally agrees to save, defend and indemnify Buyer and hold harmless Buyers, their Affiliates, its Affiliates (including the Company Group after the Closing) and each of their respective equity holdersemployees, managers, membersdirectors, officers, directors, principals, attorneysrepresentatives, agents, employees or other representatives successors and assigns (collectively, the “Buyers Buyer Indemnified Parties”) from and against against, and hold each of them harmless from, any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result arising out of, based upon, resulting from or arising incident to any breach of or inaccuracy in any representation, warranty or covenant made by such Seller pursuant to Article III, the certificate delivered by Sellers’ Representative pursuant to Section 7.01(g)(ii)(A), or any Affidavit of Loss delivered by such Seller. (b) After the Closing, each Seller severally (in accordance with Section 10.02(c)(i)) agrees to save, defend and indemnify the Buyer Indemnified Parties from and against, and hold each of them harmless from, any and all Losses arising out of, based upon, resulting from or incident to: (i) the any breach of or inaccuracy in any representation or warranty made by any member of the representations Senior Management pursuant to Article IV or warranties made by Sellers in this Agreement, the certificates delivered pursuant to Section 7.01(g)(iii); (ii) any breach or non-fulfillment of any covenants covenant or other agreements agreement made by Sellers under this Agreement; (iii) any and all Company Debt to the extent not included in the Final Closing Date Indebtedness; or (iv) any and all Transaction Expenses to the extent not included in the Final Transaction Expenses. (c) Notwithstanding anything to the contrary in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation rights to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000this Article X are subject to the following limitations; provided, however, that the foregoing limitation will following limitations described in clauses (i), (ii), (iii), (iv) and (v) below shall not apply to claims Losses arising out of fraud, knowing misrepresentation or willful or criminal misconduct: (i) No Seller shall be responsible for the breach by any other Seller of any representation or warranty made by such other Seller pursuant to Article III or Article IV or Section 9.05. In the event that a Seller is required to indemnify a Buyer Indemnified Party for a Loss pursuant to Section 10.02(a), the responsibility for such Loss shall be allocated solely to such Seller. In the event that more than one Seller is required to indemnify a Buyer Indemnified Party for the same Loss pursuant to Section 10.02(b), the responsibility for such Loss shall be allocated between or among such Sellers in accordance with their respective Pro Rata Portions. (ii) Sellers shall not have any obligation to indemnify any Buyer Indemnified Party from and against any Losses arising out of breaches or inaccuracies indemnified under Section 10.02(a) or Section 10.02(b)(i) (other than as a result of a breach of or inaccuracy in a Fundamental Representation or any of the representations and warranties in Section 4.14 (Employee Benefit Plans) and Section 4.17 (Taxes)) until the Buyer Indemnified Parties have suffered aggregate Losses (including as a result of breaches of or inaccuracies in Fundamental Representations or any of the representations and warranties in Section 4.14 (Employee Benefit Plans) and Section 4.17 (Taxes)) in excess of Six Hundred Thousand Dollars ($600,000) (the “Threshold”), in which event the Buyer Indemnified Party shall be entitled to indemnification for the full amount of such Losses from the first dollar. For the avoidance of doubt, the rights of Buyer Indemnified Parties to indemnification pursuant to Section 11.1(a)(i10.02(a) or Section 10.02(b)(i) as a result of a breach of or inaccuracy in respect a Fundamental Representation or any of breaches of, or inaccuracies in, the representations and warranties set forth in Section 4.1 4.14 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), Employee Benefit Plans) and Section 4.4 4.17 (TitleTaxes) shall not be subject to the Threshold. (iii) The maximum amount which the Buyer Indemnified Parties may recover arising out of breaches or inaccuracies described in Section 10.02(a) and Section 10.02(b)(i) (collectively, other than as a result of a breach of or inaccuracy in a Fundamental Representation or any of the representations and warranties in Section 4.14 (Employee Benefit Plans) or Section 4.17 (Taxes)) shall be an aggregate of Nine Million Dollars ($9,000,000) (the “Sellers Fundamental RepresentationsCap”). For the avoidance of doubt, claims for the Buyer Indemnified Parties’ right to indemnification pursuant to Sections 11.1(a)(ii), under Section 10.02(a) or Section 10.02(b)(i) as a result of a breach of or inaccuracy in a Fundamental Representation and the representations and warranties in Section 4.14 (iiiEmployee Benefit Plans) and Section 4.17 (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iiiTaxes) shall not be subject to the 20% Cap or the Purchase Price Cap. (div) Anything herein Subject to the contrary notwithstandingother limitations contained herein, no the Buyer Indemnified Parties shall be entitled to satisfy any finally determined claim for indemnification under this Section 10.02 (A) first, from the Indemnity Escrow Account in accordance with the terms set forth in this Agreement with respect and the Escrow Agreement and (B) second, if the Escrow Funds in the Indemnity Escrow Account are insufficient to satisfy any breach of any representationor all such indemnification claims, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachthen from Sellers directly. (ev) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 Sellers shall not be subject have any obligation to indemnify any Buyer Indemnified Party from and against any Losses arising out of any action taken by the monetary limitation set forth Company Group or Buyer on the Closing Date after the Closing that is not in Section 11.1(b) or the 20% Cap or ordinary course of business consistent with past practices of the Purchase Price Cap in Section 11.1(c)Company Group.

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closingthe Closing (but subject to the provisions of this ARTICLE 9), shall Sellers shall, on a joint and several basis, indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees the Purchaser for any Losses suffered or other representatives (collectively, “Buyers Indemnified Parties”) incurred by Purchaser to the extent directly arising from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the any breach of any representation or warranty of the representations Sellers or warranties made by Sellers FPH contained in this Agreement, any certificate of Sellers delivered pursuant to this Agreement or any instrument of transfer executed in connection herewith, or (ii) any breach or non-fulfillment of any covenants covenant of the Sellers or other agreements made by Sellers FPH contained in this AgreementAgreement or any instrument of transfer executed in connection therewith. Notwithstanding the foregoing and notwithstanding anything herein or in any other agreement to the contrary, (iiix) any of the Excluded Liabilitiesno claims by Purchaser shall be so asserted, and (iv) any fraud, willful misconduct or criminal acts of the Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will shall have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach ofPurchaser, or inaccuracy in, any representation or warranty described therein unless and until the aggregate amount of all Losses of Purchaser indemnifiable hereunder exceeds on a cumulative basis an amount equal to $16,500,000, and then only to the extent of any such Indemnifiable excess and (y) the aggregate liability of the Sellers for Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not shall in no event exceed an amount equal to $100,000,000 in the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) and Purchaser shall not be subject assert any claims for indemnification for Losses in excess of such amount; provided that notwithstanding the foregoing, the limitations set forth in this sentence shall not apply to the 20% Cap or the Purchase Price Cap. (dA) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representationrepresentation or warranty made by Sellers in SECTION 4B (Target Companies Equity Interests), warranty SECTION 4C (Subsidiaries), the first sentence of SECTION 4D (Authorization), the last sentence of SECTION 4F(i) (Title to Timberlands Properties), SECTION 4F(iv) (Title to Timberlands Assets other than Timberlands Properties), SECTION 4J (ERISA), SECTION 4L (Taxes), SECTION 4M (Affiliate Transactions) and SECTION 4P (Brokerage) or (B) any breach of any covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. agreement (eI) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(bSECTION 3B (other than SECTIONS 3B(i) and SECTION 3B(iv), for which the limitations on indemnification set forth in clauses (x) and (y) of this SECTION 9A shall be applicable) or SECTION 3F hereof or (II) which requires performance by the 20% Cap or Sellers after the Purchase Price Cap in Section 11.1(c)Closing Date.

Indemnification by Sellers. (a) Subject to Article 11, Sellersthe limitations set forth in this ARTICLE VIII, from and after the Closing, shall each Seller shall, jointly and severally, defend and indemnify Purchaser, its Affiliates and hold harmless Buyers, their Affiliates, and each of their respective equity holders, managers, members, officers, directors, principalsemployees, attorneysstockholders, partners and agents, employees or other representatives as the case may be (collectivelythe “Purchaser Indemnitees”), “Buyers Indemnified Parties”) from and against save and hold each of them harmless against, any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result incurred by them to the extent arising out of, in connection with or arising from, related to: (i) the breach any failure of any of the representations representation or warranties warranty made by Sellers contained in this AgreementARTICLE III to be true and correct when made (or, with respect to those representations and warranties as of a specified date, as of such date) (it being agreed that any materiality or Material Adverse Effect qualification in a representation and warranty (other than the representation and warranty at Section 3.12(a)(xvi) hereof) shall be disregarded in determining whether any such representation and warranty has been breached); (ii) any breach or non-fulfillment of any covenants covenant or other agreements made agreement by Sellers contained in this AgreementAgreement (other than covenants contained in ARTICLE VII, which are addressed by ARTICLE VII exclusively); (iii) any Liability, whether arising out of facts or circumstances existing before or after the Closing, of the Excluded Conveyed Entities, Sellers or any of their Affiliates to the extent not related to the Business, including any Liability of Sellers or their Affiliates or Tyco or its Affiliates, and any Liabilities relating to the matters set forth in Schedule 8.2(a)(iii) hereof (any such Liabilities, and the “Unassumed Liabilities”); (iv) any fraud, willful misconduct or criminal acts Excluded Environmental Liabilities; and (v) any Unpaid Transaction Expense of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;the Conveyed Entities to the extent not included in the calculation of Closing Date Working Capital. (b) Sellers will have no obligation Subject to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations rights and warranties limitations set forth in Section 4.1 (Organization; Capacity8.2(c) and Section 8.4(b), Section 4.2 (Authorization; Noncontravention8.4(d), Section 8.6, Section 8.7 and Section 4.4 (Title) (collectively8.8, “Sellers Fundamental Representations”). For after the avoidance Closing, each Seller agrees, jointly and severally, to defend and indemnify the Purchaser Indemnitees and save and hold each of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject them harmless against any Losses incurred by to the monetary limitation set forth above extent arising out of, in this Section 11.1(b); howeverconnection with or related to: (i) the presence or release of, such claims shall be subject to indemnification only when the amount of such claims or human exposure to, Hazardous Substances in, on, or beneath any Leased Real Property or any Real Property, in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal each case, to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation extent existing or warranty is specific to a Facility occurring on or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the ClosingClosing Date; and (ii) any violation of any Environmental Law by the Business or any Conveyed Entity, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject extent relating to or arising from acts or omissions occurring on or prior to the monetary limitation set forth in Closing Date; provided it is understood that no Losses relating to or arising from any violation if occurring for the first time after the Closing Date are recoverable under clause (ii) of this Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c8.2(b).

Indemnification by Sellers. (a) Subject to Article 11Section 10.6, Sellers, from jointly and after Closingseverally, shall indemnify Purchaser and hold harmless Buyers, their its Affiliates, and its and their respective equity holders, managers, membersemployees, officers, directors, principals, attorneys, agents, employees or other representatives successors and assigns (collectively, “Buyers Indemnified PartiesPurchaser Indemnitees”) and agree to reimburse and hold them harmless from and against against, and in respect of, on a dollar for dollar basis, all claims, liabilities, damages, payments, obligations, losses, costs and expenses (including reasonable attorneys’ fees, court costs, expert witness fees, transcript costs and other expenses of litigation), and judgments (at law or in equity) (collectively, “Losses”) incurred or suffered by any of them and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result arising out of or resulting from any of the following: (i) any breach of, nonfulfillment of, or arising from, (i) the breach failure to perform any agreement or covenant of any Seller or any of their Affiliates contained herein or in any of the representations or warranties made by Sellers in this Agreement, Seller Ancillary Documents; (ii) any breach or non-fulfillment of any covenants warranty or other agreements representation of any Seller or any of their Affiliates contained herein or in any Seller Ancillary Document; provided that (A) representations and warranties made by Sellers by execution of this Agreement are made only as of the date hereof (other than those made as of a specified date, which are made as of such specified date), (B) the Closing Date Representations and Warranties as certified by Sellers pursuant to Section 8.1(b) are made only as of the date hereof and as of the Closing (other than those made as of a specified date, which are made as of such specified date), (C) for purposes of this Section 10.1, the Effective Time Representations and Warranties as certified by Sellers pursuant to Section 8.1(b) shall be deemed to be made only as of the date hereof and as of the Effective Time (other than those made as of a specified date, which are made as of such specified date), but not as of the Closing (and references in such certificate to the Closing or Closing Date shall be deemed to refer to the Effective Time for purposes of this AgreementSection 10.1(a)(ii)) and (D) for purposes of this Section 10.1, all representations and warranties in respect of the December 2007 Unaudited Financial Statements (including the Balance Sheet) shall be deemed to refer to the Audited Financial Statements (including the balance sheet included therein); (iii) any of the and all Excluded Liabilities, and regardless of whether the existence or assertion of an Excluded Liability constitutes a breach of any warranty, representation, or covenant of any Seller or any of their Affiliates contained in this Agreement or in any Seller Ancillary Document; (iv) all Environmental Claims with respect to Sellers’ facilities in Winton-Salem, North Carolina, Winter Garden, Florida, Bakersfield, California and Pittsburg, California, except those arising out of or resulting from any fraudacts or omissions of any Person from and after the Effective Time; (v) except with respect to Environmental Claims and claims which are the subject of Schedule 6.21, willful misconduct Sellers’ pro rata portion of those liabilities and obligations (other than Assumed Liabilities) arising out of or criminal acts resulting from any casualty, damage, event or condition in respect of the Purchased Assets or the Business first existing or occurring prior to the Effective Time and that continue through and after the Effective Time, which pro rata portion shall be calculated based upon the number of days prior to the Effective Time on which such casualty, damage, event or condition existed and continued, divided by the total number of days on which such casualty, damage, event or condition existed and continued (collectively, with all other indemnification obligations of Sellers or its officerscontained in this Section 10.1, directors, members, shareholders, employees, agents and independent contractors;the “Section 10.1 Indemnified Claims”). (b) Solely for the purposes of the indemnification obligations of Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) Article 10, in respect order to determine whether a breach of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of Sellers has occurred, all Materiality Qualifications contained in any such Indemnifiable Losses incurred representation or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties warranty shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000disregarded; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) there shall not be subject disregarded any Materiality Qualifications which are included in Section 4.7 or Section 4.9(a) or solely to the 20% Cap or extent such Materiality Qualification modifies the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach identification on a schedule of any representation, warranty or covenant if any officer, director or equity holder a list of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth material Permits in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c4.11(b).

Indemnification by Sellers. (a) Subject Each Seller jointly and severally agrees to Article 11, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) each Buyer Group Member from and against any and all Indemnifiable Losses that and Expenses incurred by such Buyers Indemnified Party incurs as a result of, Buyer Group Member in connection with or arising from: (i) any breach by any Seller of any of its covenants in this Agreement or in any Seller Ancillary Agreement; (ii) any failure of any Seller to perform any of its obligations in this Agreement or in any Seller Ancillary Agreement; (iii) any breach of any warranty or the inaccuracy of any representation of any Seller contained or referred to in this Agreement or any certificate delivered by or on behalf of any Seller pursuant hereto; (iv) any failure of any Seller to obtain prior to the Closing any consent set forth in SCHEDULE 5.3; (v) the failure of any Seller to comply with any applicable bulk sales law, except that this clause shall not affect the obligation of Buyer to pay and discharge the Assumed Liabilities; (vi) any claim by and third Person that the use of the trade names or Trademarks of any Seller by any Buyer Group Member in accordance with SECTION 8.2 infringes the Intellectual Property Rights of such third Person; or (vii) the failure of any Seller to perform any Excluded Liability. (b) The indemnification provided for in this SECTION 11.1 shall terminate as of April 1, 2002 (the "Indemnity Termination Date") (and no claims shall be made by any Buyer Group Member under this SECTION 11.1 thereafter), except that the indemnification by Sellers shall continue as to: (i) the breach obligations and representations of any each Seller under the Instrument of Assignment, the representations or representation and warranties made by Sellers of each Seller set forth in this Agreement, SECTION 5.17 and the covenants of each Seller set forth in SECTION 8.4 as to which no time limitation shall apply; (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity)SECTIONS 5.7, Section 4.2 (Authorization; Noncontravention)5.18 and 5.23 and the covenants of each Seller set forth in SECTIONS 8.3, 13.2, 13.6 and Section 4.4 (Title) (collectively13.13, “Sellers Fundamental Representations”). For the avoidance as to all of doubtwhich no time limitation shall apply, claims for indemnification pursuant subject to Sections 11.1(a)(ii), any applicable statute of limitation; (iii) and (iv) are not subject to the monetary limitation covenant set forth above in SECTION 8.1, as to which the indemnification provided for in this Section 11.1(b); however, such claims SECTION 11.1 shall be subject to indemnification only when terminate one year after the amount expiration of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarnoncompetition period provided for therein; and (civ) Sellers’ aggregate liability any Loss or Expense of which any Buyer Group Member has notified Sellers in respect accordance with the requirements of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation SECTION 11.3 on or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closingdate such indemnification would otherwise terminate in accordance with this SECTION 11.1, as to which the obligation of Sellers shall continue until the liability of Seller shall have been determined pursuant to this ARTICLE XI, and Sellers shall have reimbursed all Buyer Group Members for the full amount of such breach or of the events, circumstances or conditions constituting or resulting Loss and Expense in such breachaccordance with this ARTICLE XI. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject Sellers (being for this purpose, as to Article 11any particular Location, SellersSCI and that Location’s particular Subsidiary Owner, from jointly and after Closing, shall severally) agree to indemnify and hold each Indemnitee (as defined in Section 8.8), harmless Buyersfrom all Losses incurred, their Affiliatessuffered or paid, and their respective equity holdersdirectly or indirectly, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, of or arising from, out of: (i) any breach or default in the breach performance by Sellers of any covenant or agreement of the representations or warranties made by Sellers contained in this Agreement, Agreement or any related document executed pursuant hereto; (ii) any breach of warranty or non-fulfillment of any covenants inaccurate or other agreements erroneous representation made by Sellers herein (except to the extent that a Buyer Representative had actual knowledge thereof in this Agreement, breach of Section 4.4); (iii) any of the Excluded Retained Liabilities, and ; (iv) any fraudTaxes of Sellers, willful misconduct including, without limitation, (A) Transfer Taxes; (B) the portion of real and personal property Taxes for which Sellers are liable for pursuant to Section 1.7.; (C) Taxes on income earned (and recognized) by the Pre-Need Trust Funds and the Endowment Care Funds prior to delivery thereof to Buyer’s Trustee; and (D) Taxes payable by any trust (as an independent taxpayer entity) of or criminal acts relating to any Seller or any Affiliate of Sellers any Seller and to any or its officersall of the Business, directorsincluding, memberswithout limitation, shareholdersTaxes relating to or arising from income earned (and recognized) by the Pre-Need Trust Funds and the Endowment Care Funds prior to the delivery thereof to Buyer’s Trustee; (v) any (A) Taxes of the Pre-35 Funeral Home for any Pre-Closing Tax Periods and the portion of the Straddle Tax Period that ends on the Closing Date, employeesand (B) for the unpaid Taxes of any Person including under United States Treasury Regulation Section 1.1502-6 (or any similar provision of state, agents local or foreign law) as a transferee or successor, by Contract or otherwise; and (vi) that certain Mortgage and independent contractors;Security Agreement from Sylvan Heights Cemetery in favor of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ dated January 15, 1982 and recorded February 2, 1982 in Mortgage Book 615, Page 271 in Fayette County, Pennsylvania securing $272,000 recorded against the Sylvan Heights Cemetery and Mountain View Cemetery. (b) Sellers will Notwithstanding anything herein to the contrary, Buyer shall have no obligation claim for indemnification hereunder until the total amount of all Losses incurred which would otherwise be subject to indemnify indemnification hereunder exceeds $200,000, and then only to the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) extent of such excess, but in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless no event shall the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled subject to seek indemnification under this Section 11.1(a)(i) for all claims over $350,0008.3 exceed the Closing Purchase Price; provided, however, that the foregoing limitation will amounts set forth in this Section 8.3(b) shall not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches any Losses resulting from or arising out of, directly or inaccuracies inindirectly, representations and warranties set forth (i) any Special Claims, (ii) claims under Sections 8.3(a)(i), 8.3(a)(iii) (other than the Retained Liabilities identified in Section 4.1 (Organization; Capacity1.5(b)(vii)), Section 4.2 (Authorization; Noncontravention8.3(a)(iv), and Section 4.4 (Title8.3(a)(v) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), or 8.3(a)(vi) or (iii) and (iv) are not subject claims arising from any actual fraud on the part of Sellers, as to each of which Sellers shall have liability for the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the entire amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarLoss without any limitation; and (c) Sellers’ aggregate liability Except as provided in Section 8.7, the indemnification obligations of Sellers hereunder shall be exclusive remedy of Buyer with respect of claims for to any matter subject to indemnification pursuant hereunder. (d) Sellers will be entitled to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed receive as a credit against any indemnification amount owing to Buyer hereunder an amount equal to the product net proceeds of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) any insurance policy actually received by Buyer for its breach of representations, warranties and covenants other than the any Loss for which Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific agreed to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification indemnify Buyer under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap8.3. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Section 9.5 and the other provisions of this Article 11IX, Sellersthe Sellers and (prior to the Closing only) the Acquired Companies, from jointly and after Closingseverally, shall hereby agree to reimburse, defend, indemnify and hold harmless Buyers, their Affiliates, TOG and (after the Closing only) the Acquired Companies and their respective equity holders, managers, membersdirectors, officers, directorsemployees, principalsaffiliates, stockholders, agents, attorneys, agentsrepresentatives, employees or other representatives successors and assigns (collectively, the “Buyers Purchaser Indemnified Parties”) harmless from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as losses, liabilities, obligations, damages and expenses (including without limitation reasonable attorneys’ fees and court costs) (individually, a result of“Loss” and, collectively, “Losses”) based upon or arising resulting from, : (i) the any breach of any of the representations or warranties made by the Sellers in or the Acquired Companies under Article III of this Agreement, ; or (ii) any breach of or non-fulfillment of failure to perform any covenants covenant or other agreements agreement made by the Sellers or the Acquired Companies in this Agreement, Agreement (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;except for Section 5.1). (b) Sellers will have no obligation Subject to Section 9.5 and the other provisions of this Article IX, each Seller, severally and not jointly, hereby agrees to reimburse, defend, indemnify and hold the Buyers Purchaser Indemnified Parties pursuant harmless from and against any and all Losses based upon or resulting from: (i) any breach of any of the representations or warranties made by such Seller under Article III.A of this Agreement; or (ii) any breach of or failure to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, perform any covenant or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all agreement made by such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification Seller under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and5.1. (c) Sellers’ aggregate TOG acknowledges and agrees that the Sellers shall not have any liability in respect under any provision of claims this Agreement for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal any Loss to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any extent that such breach of representation or warranty is specific Loss relates solely to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer action taken by TOG or its affiliates had actual knowledgeafter the Closing Date. TOG shall take and shall cause its affiliates to take all reasonable steps required by law to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, at any time prior to the Closingor does, of such breach or of the events, circumstances or conditions constituting or resulting in such breachgive rise thereto. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to one or more provisions of this Article 119, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, Buyers and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives Affiliates (collectively, the “Buyers Seller Indemnified Parties”) shall be entitled to indemnification from and against Sellers for all Losses directly or indirectly incurred by or sought to be imposed upon the Seller Indemnified Parties arising out of or relating to any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations covenant or warranties agreement made by Sellers in or pursuant to this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements representations and warranties made by Sellers in this Agreement, (iii) any of the Excluded Retained Liabilities, (iv) Assumed Litigation in excess of $5,000,000 or (v) the contract provision described in item 2(a) of Schedule 4.25, and (ivvi) any fraud, willful misconduct post-Closing liabilities of Buyers to IBM relating to the Sold Business arising from Sellers’ actions or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; inactions prior to Closing that are not reflected on the Audited Balance Sheet (b) Sellers will unless Buyers have no obligation to indemnify the Buyers Indemnified Parties already been indemnified for such liabilities pursuant to sub-clause (1) below of this Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”9.2). For the avoidance of doubt“Losses” or “Loss” as used in this Agreement, claims for indemnification pursuant to Sections 11.1(a)(ii)means all liabilities, (iii) losses, damages, fines, fees, costs and (iv) are not subject expenses, including reasonable attorneys’ fees. In addition to the monetary limitation set forth above in this Section 11.1(b); howeverforegoing, such claims shall be subject to indemnification only when during the amount of such claims in period beginning on the aggregate exceeds $20,000 at which point Closing and ending on the right to be indemnified shall apply to all claims from one year anniversary thereof, the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Seller Indemnified Parties shall be entitled to indemnification under this Agreement from Sellers for all Losses directly or indirectly incurred by or sought to be imposed upon the Seller Indemnified Parties resulting from, arising out of or relating to (1) 100% of liabilities related to trade activities with respect to any breach suppliers of any representation, warranty the Sold Business arising from Sellers’ actions or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time inactions prior to Closing unrecorded on the ClosingAudited Balance Sheet (unless Buyers have already been indemnified for such liabilities pursuant to sub-clause (vi) of this Section 9.2) and (2) amounts not collectable from IBM for customer and debit claims, to the extent of (A) 80% of such breach or customer and debit claims that are aged less than six (6) months as of the eventsClosing Date, circumstances or conditions constituting or resulting (B) 90% of such customer and debit claims that are aged between six (6) months and twelve (12) months as of the Closing Date and (C) 100% of such customer and debit claims that are aged more than twelve (12) months as of the Closing Date; provided, however, that, in each case, Seller Indemnified Parties use commercially reasonable efforts to resolve such breachmatters during such period. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11Section 10.4, Sellerseach Seller, from jointly and after Closingseverally, shall agrees to indemnify Purchaser and hold harmless Buyers, their Affiliatesthe Purchaser Indemnified Persons against, and their respective equity holdersagrees to hold Purchaser and the Purchaser Indemnified Persons harmless from, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers incurred or suffered by Purchaser and the Purchaser Indemnified Party incurs as a result of, or Persons arising from, (i) the breach out of any of the representations following: (i) any breach of or warranties any inaccuracy in any representation or warranty made by Sellers any Seller (with respect to itself or any Initial Acquired Company and any Subsequent Acquired Company) and any Initial Acquired Company or any Subsequent Acquired Company in this AgreementAgreement or in the Additional Representations Certificate; (solely with respect to the representations and warranties set forth in Sections 4.10, 4.12 and 4.13, and subject to the limitations set forth in Section 10.4(a)(ii) and Section 10.4(a)(i)(B), disregarding for the purpose of this Section 10.2(a)(i) any limitation or qualification contained in such representations and warranties as to materiality or an Individual Material Adverse Effect (which instead will be read as any adverse effect)); provided, further, that such Seller shall have no liability under this Section 10.2(a)(i) for any breach of or inaccuracy in any representation or warranty unless (A) in the case of all representations and warranties (other than Tax Warranties, Labor Warranties, Environmental Warranties and Title and Authorization Warranties) a notice of Purchaser’s or a Purchaser Indemnified Person’s claim is given to the Seller Representative not later than the close of business on the eighteen (18) month anniversary of the Initial Closing Date or the applicable Subsequent Closing Date, as the case may be, (B) in the case of Tax Warranties, a notice of Purchaser’s or a Purchaser Indemnified Person’s claim is given to the Seller Representative not later than the close of business on the Tax Statute of Limitations Date and (C) in the case of Environmental Warranties and Labor Warranties, a notice of Purchaser’s or Purchaser Indemnified Person’s claim is given to the Seller Representative not later than the close of business on the third (3rd) year anniversary of the Initial Closing Date or any Subsequent Closing Date, as the case may be; (ii) any breach of or non-fulfillment failure by any Seller to perform any covenant or obligation of any covenants or other agreements made by Sellers such Seller set out in this Agreement; provided, that Sellers shall have no liability under this Section 10.2(a)(ii) for any breach or failure occurring on or prior to the applicable Closing Date unless a notice of Purchaser’s or a Purchaser Indemnified Person’s claim is given to the Seller Representative not later than the close of business on the eighteen (18) month anniversary of the applicable Closing Date; (iii) any claim by a Minority Equity Holder relating to (A) any breach or failure by Sellers to perform any covenant or obligation under this Agreement or the Minority Equity Agreements or otherwise arising from the actions, or failure to act, of Sellers under this Agreement or the Minority Equity Agreements during the period prior to the Initial Closing Date or any Subsequent Closing Date, as applicable, (B) any breach of or failure to perform by Sellers any obligations that Sellers have to such Minority Equity Holder and (C) the entering into this Agreement by Purchaser and the performance by Purchaser of its obligations hereunder with respect to such Minority Equity Holder in compliance with the terms hereof; provided, that Sellers shall have no liability under this Section 10.2(a)(iii) for any claim by a Minority Equity Holder arising from any breach, action or failure occurring on or prior to the applicable Closing Date unless a notice of Purchaser’s or a Purchaser Indemnified Person’s claim is given to the Seller Representative not later than the close of business on eighteen (18) month anniversary of the Excluded Liabilities, and applicable Closing Date; (iv) the amount of any fraudLoss Contingency and Impairment Losses Shortfall, willful misconduct as determined in accordance with Section 6.3(b); (v) any Taxes of the Acquired Companies arising out of the transactions described in Sections 6.31, 6.32, or criminal acts 7.2(f) or Taxes of Purchaser from the receipt of interest on any note required to be distributed pursuant to Section 6.35, provided that the indemnity under Section 6.35 shall (A) apply only to interest paid for a maximum of three (3) years, (B) apply to interest up to a maximum rate or yield of 4%, (C) be for a maximum principal amount equal to the current or accumulated earnings and profits existing as of the applicable Closing and reduced by any cash required to be distributed pursuant to Section 6.35, (D) be reduced by any Tax Benefit received by any Acquired Company for the interest paid on the note and (E) be increased by any Dutch capital duty if Purchaser, despite its best efforts, is unable to repay the note according to its terms and capitalize the note into equity after three (3) years; (vi) any Taxes imposed on any Initial Acquired Company or Subsequent Acquired Company in respect of its income, business, property or operations or for which it may otherwise be liable by reason of the several liability pursuant to U.S. Treasury Regulation Section 1.1502-6 or any analogous state, local or foreign law or regulation analogous to U.S. Treasury Regulation Section 1.1502-6; (vii) any payment by Purchaser to any Minority Equity Holder in respect of Minority Equity Interests that exceeds the payment that would otherwise have been required to be paid to such Minority Equity Holder solely in exchange for its Minority Equity Interests pursuant to the terms and conditions set forth in Articles II and III, which excess payment is made by Purchaser in connection with obtaining the Minority Equity Approval with respect to such Minority Equity Holder, but in any event solely to the extent that Seller Representative, in its sole discretion, shall have agreed in advance to such excess payments; and (viii) any Taxes imposed on a Venezuelan Acquired Company for tax periods or portions of tax periods ending on or before the applicable Closing Date and any cost or expense incurred by a Venezuelan Acquired Company in respect thereof. For purposes of this provision, any Taxes with respect to a tax period that includes the Closing Date will be measured based on an assumed closing of the books as of such Closing Date. Any amount payable under this provision shall be reduced by any refunds received by Purchaser after the applicable Closing Date with respect to such tax period and not paid to Sellers. There shall, however, be no credit to Sellers or its officersfor amounts reserved on the Financial Statements with respect to such Tax claims. Each Seller acknowledges that Purchaser shall be entitled, directorsas a result of the indemnification provided herein, members, shareholders, employees, agents to eliminate such reserve on financial statements prepared on and independent contractors;after the applicable Closing Date. (b) Sellers will have no obligation Seller Parent agrees to indemnify Purchaser and the Buyers Purchaser Indemnified Parties pursuant Persons against, and agrees to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from hold Purchaser and the breach of, or inaccuracy inPurchaser Indemnified Persons harmless from, any representation or warranty described therein unless the aggregate amount of and all such Indemnifiable Losses incurred or suffered by Purchaser or a Purchaser Indemnified Person arising out of the Buyers Indemnified Parties exceeds $700,000Venezuelan Arbitration which are required pursuant to the Venezuelan Arbitration Award to be satisfied by the Venezuelan Arbitration Entities, in which event following the Buyers Indemnified Parties shall be entitled applicable Closing with respect to seek indemnification under Section 11.1(a)(i) for all claims over $350,000the Venezuelan Arbitration Entities; provided, however, that Purchaser and the foregoing limitation will not apply Purchaser Indemnified Persons shall have the right to claims for indemnification pursuant to Section 11.1(a)(i) payment by Sellers solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, amount by which such claims shall be subject to indemnification only when Losses exceed the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; andany Venezuela Arbitration Loss Reserves. (c) Sellers’ aggregate liability in respect Seller Parent agrees to indemnify Purchaser and the Purchaser Indemnified Persons against, and agrees to hold Purchaser and the Purchaser Indemnified Persons harmless from, any and all Losses incurred or suffered by Purchaser or a Purchaser Indemnified Person arising out of claims for indemnification the Peruvian Arbitration which are required pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal the Peruvian Arbitration Award to be satisfied by the product of (x) twenty percent (20%) times (y) Peruvian Acquired Companies following the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement Closing with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachPeruvian Acquired Companies. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to the limitations and other terms and conditions of this Article 11IX, Sellersincluding the caps on liability set forth in Section 9.04, from Sellers and after Closingthe Seller Principals, jointly and severally, shall indemnify and hold harmless BuyersBuyer, their Affiliates, Parent and their respective equity holdersAffiliates (including, managersafter the Closing, members, officers, directors, principals, attorneys, agents, employees or other representatives the Companies) (collectively, the “Buyers Buyer Indemnified Parties”) against, and shall hold the Buyer Indemnified Parties harmless from and against against, any and all Indemnifiable Losses that such Buyers claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees and disbursements (a “Loss”), incurred or sustained by, or imposed upon, any of the Buyer Indemnified Party incurs as a result Parties based upon, arising out of, with respect to or arising from, by reason of: (ia) the any breach of any of the representations or warranties made by Sellers a Company contained in Article IV of this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify any breach of any of the Buyers Indemnified Parties pursuant to Section 11.1(a)(irepresentations or warranties made by a Seller contained in Article III of this Agreement; (c) in respect of Indemnifiable Losses arising from the any breach or violation of, or inaccuracy infailure to fully perform, any representation covenant, agreement, undertaking or warranty described therein unless obligation to be performed by Sellers or Company contained in Article II, Article VII, or Article XI of this Agreement; (d) any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (i) all Taxes of the aggregate amount Companies or a Seller or relating to the business of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) Companies for all claims over $350,000Pre-Closing Tax Periods, including the Known Tax Obligations; (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Companies (or any predecessor thereto) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iii) any and all Taxes of any person imposed on the Companies or a Seller arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date; provided, however, that this covenant shall expire on the foregoing limitation will third (3rd) anniversary of the Closing Date; or (f) any Indebtedness or Transaction Expenses not apply to claims for indemnification pursuant to paid in accordance with Section 11.1(a)(i2.04 and Section 2.08(c) in respect of breaches of, or inaccuracies in, representations and warranties hereunder; (g) the Excise Tax Liability; (h) the matters set forth in Section 4.1 (Organization; Capacityon Schedule 9.02(h), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (yi) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as matters set forth in on Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c9.02(i).

Indemnification by Sellers. (a) Subject In addition to Article 11, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach obligations of any of the representations or warranties made by Sellers indemnification contained in this Agreement, Sellers, jointly and severally (collectively, in their capacities as indemnifying parties, the "Indemnifying Party"), hereby agree, subject to the limitations set forth below, to indemnify Buyer and its Affiliates and their respective directors, officers and employees (including, without limitation, APC and each Subsidiary of APC from and after the Closing) (each in its capacity as indemnified party, an "Indemnitee"), regardless of any investigation conducted by or knowledge obtained by any of them, and hold each of Buyer and such Affiliates and their respective directors, officers and employees harmless, from, against and in respect of any and all Losses arising from or related to any of the following: (i) any breach of, untruth of or inaccuracy in (or any allegation by any third party of facts which, if true as alleged, would constitute such a breach or inaccuracy in) any representation or warranty made by or on behalf of PHL or either of the Sellers in this Agreement (including, without limitation, the Sellers' Disclosure Letter) or in any Closing Agreement or other document, instrument or certificate delivered pursuant hereto; (ii) any breach or breach, non-fulfillment or violation of any covenants covenant or other agreements agreement made by PHL or either of the Sellers in this Agreement or in any Closing Agreement or in any document, instrument or certificate delivered pursuant hereto; (iii) any Excluded Liability; (iv) subject to the limitations and conditions set forth elsewhere in this Agreement, (iii) any severance due and payable under any APC Plan or APC Benefit Arrangement, Contractual Obligation or Legal Requirement by reason of the Excluded Liabilitiesexecution and delivery of this Agreement, and (iv) any fraud, willful misconduct the Closing Agreements or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion consummation of the Purchase Price allocable to such Facility transactions contemplated hereunder or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”)thereunder, except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstandingincluding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement without limitation, severance due and payable with respect to any breach APC Headquarters Employee pursuant to Section 2.2.3; (v) any Liability (other than Tax Liability covered by the provisions of Section 5.7.2 hereof) that arises from or relates to the conduct of the APC Business during any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time period prior to the Closing, Closing Date unless such Liability was disclosed in the February 1999 APC Balance Sheet or in the Sellers' Disclosure Letter or incurred in the Ordinary Course of such breach or of Business since the events, circumstances or conditions constituting or resulting in such breach.dates thereof; (evi) Anything herein any Liability (other than Tax Liability covered by the provisions of Section 5.7.2 hereof) of APC or any of its Subsidiaries arising as a result of APC or any of its Subsidiaries being a member of a group of companies or other entities controlled by PHL or Holdings or any other Person (other than APC or any of its Subsidiaries) prior to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c)Closing Date.

Indemnification by Sellers. (a) Subject to Article 11the limitations herein, SellersSTR Sellers and STRG Seller hereby severally, from and after Closingbut not jointly, shall indemnify indemnify, defend and hold harmless Buyerseach Buyer, each Company, their Affiliates, respective Subsidiaries and Affiliates (other than STR Sellers and STRG Seller) and their respective equity holders, managers, members, officers, directors, principalsmanagers, attorneysemployees, agents, employees or other representatives representatives, members, partners and stockholders (collectively, the “Buyers Buyer Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or Loss arising from, from (i) any breach or inaccuracy in any of the representations and warranties contained in Article III, (ii) in the case of the STRG Seller, any breach or inaccuracy in any of the representations and warranties made by Worsley contained in Clause 5.1 or Clause 5.2 of the Minority STRG Agreement, (iii) any breach of any of the representations covenants or warranties made by Sellers other agreements of any STR Seller, STRG Seller or Holdings contained in this Agreement, (iiiv) any breach of any of the covenants or nonother agreements of any of the Companies to the extent performance thereof is required in the Pre-fulfillment Closing Period, (v) any breach of any covenants or other agreements made of STRG Seller or Worsley contained in the Minority STRG Agreement to the extent performance thereof is required in the Pre-Closing Period, or (vi) any Litigation commenced or threatened by Sellers Worsley in connection with the disbursement of any amounts owed to Worsley pursuant to this AgreementAgreement or the Minority STRG Agreement (clauses (i), (ii), (iii), (iv), (v) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacityvi), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, collectively “Sellers Fundamental RepresentationsBuyer Losses”). For the avoidance of doubt, claims for indemnification other than the Retention Escrow Amount payable pursuant to Sections 11.1(a)(ii)and in accordance with Section 2.7, STR Sellers and STRG Seller shall have no liability for any Loss arising from any breach or inaccuracy of any of the representations and warranties contained in Article IV and Buyer Indemnified Parties’ sole and exclusive remedy with respect to such Losses shall be against the Retention Escrow Amount and the RWI Policy. (iiib) Notwithstanding anything to the contrary in this Agreement, except for Buyer Losses arising from Fraud on the part of any STR Seller, STRG Seller or Worsley, in no event shall (i) the STR Sellers and the STRG Seller be liable for aggregate Buyer Losses in excess of the Purchase Price; and (ivii) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims no individual STR Seller shall be subject to indemnification only when the amount liable for Buyer Losses in excess of such claims Seller’s Pro Rata Share and STRG Seller shall not be liable for Buyer Losses in excess of the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; andof STRG Seller’s Pro Rata Share and Worsley’s Pro Rata Share. (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to If a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims Buyer Indemnified Party has a claim for indemnification under this Agreement Section 9.1, Buyers will not exceed an amount equal promptly deliver to Sellers’ Representative one or more written notices of Buyer Losses (i) in the case of a breach or inaccuracy of Article III, or a breach or inaccuracy of any representations and warranties made by Worsley under Article 5 of the Minority STRG Agreement, prior to the Purchase Price date that is 60 days following the expiration of the applicable statute of limitations, and (ii) in the “Purchase Price Cap”)case of any breach of any covenant or other agreement of a Seller contained in this Agreement or of Worsley or RCAS contained in the Minority STRG Agreement, except that or in connection with any Litigation commenced or threatened by Worsley in connection with the disbursement of any amounts owed to Worsley pursuant to this Agreement or the Minority STRG Agreement, at any time. STR Sellers and STRG Seller will have no liability for a Buyer Loss under this Section 9.1 unless the written notice required by the preceding sentence for such Buyer Loss is given by the applicable deadline, to the extent failure to so notify has actually and materially prejudiced the STR Sellers and STRG Seller. Any such written notice will state in reasonable detail the basis for such Buyer Loss to the extent then known by Buyers and the nature of the Buyer Loss for which indemnification is sought, and the amount of the Buyer Loss claimed, if then known by any of the Buyer Indemnified Parties. If such written notice (or an amended notice) states the amount of the Buyer Loss claimed and Sellers’ aggregate Representative notifies Buyers that STR Sellers and STRG Seller do not dispute the claim described in such notice or fail to notify Buyers within 20 Business Days after delivery of such notice by Buyers whether STR Sellers and STRG Seller dispute the claim described in such notice, the Buyer Loss in the amount specified in Buyers’ notice will be deemed admitted by the STR Sellers and STRG Seller, and the STR Sellers and STRG Seller will indemnify the applicable Buyer Indemnified Parties for such Buyer Loss in accordance with this Article IX. If Sellers’ Representative has timely disputed the liability of the STR Sellers and STRG Seller with respect to such claim, Sellers’ Representative and Buyers will proceed in good faith to negotiate a resolution of such dispute for at least 30 days after delivery of Sellers’ Representative’s notice after which the Parties may pursue any remedies available to them under this Agreement. During such thirty (30) day period, Buyers shall allow the Sellers’ Representative and its representatives to investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent any amount is payable in respect of claims pursuant the claim and Buyers shall use commercially reasonable efforts to Section 11.1(a)(iiiassist the Sellers’ Representative’s investigation by giving such reasonable information and assistance (including reasonable access to the Companies’ premises and personnel and the right to examine and copy reasonably necessary accounts, documents or records) shall as the Sellers’ Representative or any of its representatives may reasonably request. If a written notice does not state the amount of the Buyer Loss claimed, such omission will not preclude any Buyer Indemnified Party from recovering from the STR Sellers and STRG Seller the amount of the Buyer Loss with respect to the claim described in such notice if any such amount is promptly provided after it is determined. In order to assert its right to indemnification under this Article IX, Buyers will not be subject required to the 20% Cap or the Purchase Price Capprovide any notice except as provided in this Section 9.1(d). (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement Following a Seller Liability Determination with respect to any breach a Buyer Loss pursuant to Section 9(a)(i) or Section 9(a)(ii), Buyers (on behalf of any representationthe applicable Buyer Indemnified Party) shall recover such Buyer Loss, warranty or covenant if any officerfirst, director or equity holder from the Buyer Deductible, and second, only after the depletion of the Buyer or its affiliates had actual knowledgeDeductible, at any time prior from the Retention Escrow Amount, third, only after the depletion of the Retention Escrow Fund, from the RWI Policy to the Closingfullest extent of coverage available thereof in accordance with the terms thereof, and thereafter, severally from the breaching Seller(s) (with, for the avoidance of doubt, STRG Seller providing indemnity for Worsley’s Pro Rata Share), and such breach or of breaching Seller(s) shall pay Buyers such Buyer Losses in cash, in each case, in an aggregate amount equal to the events, circumstances or conditions constituting or resulting in applicable Buyer Loss and within 10 days following such breachSeller Liability Determination. (e) Anything herein Following a Seller Liability Determination with respect to a Buyer Loss pursuant to Section 9.1(a)(iii), Section 9.1(a)(iv), Section 9.1(a)(v) or Section 9.1(a)(vi), Buyers (on behalf of the applicable Buyer Indemnified Party), shall recover such Buyer Loss severally from the breaching Seller(s) (with, for the avoidance of doubt, STRG Seller providing indemnity for Worsley’s Pro Rata Share), and such breaching Seller(s) shall pay Buyers such Buyer Losses in cash, in each case, in an aggregate amount equal to the contrary notwithstanding, obligations of applicable Buyer Loss and within 10 days following such Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c)Liability Determination.

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from A From and after Closingthe Closing (but subject to the provisions of this Section .10), shall each Seller, severally and not jointly, agrees to defend, indemnify and hold harmless Buyersthe Purchaser Indemnitees (as defined below) from and against any damages, their losses, liabilities, obligations, claims of any kind, interest or expenses (including, without limitation, reasonable attorneys’ fees and expenses) (individually a “Loss” and collectively “Losses”), suffered, incurred or paid by Purchaser or any of its Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives agents (collectively, the “Buyers Indemnified PartiesPurchaser Indemnitees”) to the extent such Loss results from and against any and all Indemnifiable Losses or arises out of a breach by such Seller of a representation or warranty of such Seller contained in Section .3 or a covenant or agreement by such Seller contained in Section .1. In the event that such Buyers Indemnified Party incurs Seller’s liability under this Section ..2(a) for Losses to Purchaser Indemnitees exceeds the net cash proceeds such Seller receives pursuant to Section .1.1 (taking into account any adjustments as set forth in Section .1.2) with respect to such Seller’s Capital Stock, the Purchaser will have the right to indemnification for such excess Losses out of the Escrow Funds. For purposes of determining the amount of a result of, or arising from, (i) the Loss resulting from a breach of any representation or warranty of the representations or warranties made by Sellers any Seller contained in this Agreement, the terms “materiality” or “Material Adverse Effect” or words of similar import contained in such representation or warranty shall in each case be disregarded and without effect (as if such terms were deleted from such representation or warranty). All payments by or on behalf of individual Sellers under this Section .2(a) shall be treated by the Parties as an adjustment to the proceeds received by those respective individual Sellers pursuant to Section .1. .B From and after the Closing (but subject to the provisions of this Section .10), the Seller Representative on behalf of the Sellers jointly agrees to defend, indemnify and hold harmless the Purchaser Indemnitees against any Losses suffered by the Purchaser Indemnitees to the extent such a Loss results from or arises out of (i) a breach of any representation or warranty of the Company contained in this Agreement, in each case taking into account any disclosure made pursuant to Section .6.5, or (ii) any breach Losses or non-fulfillment liability of the Company for the payment of Taxes related to any covenants taxable period (or other agreements made by Sellers portion of such taxable period) ending on or before the Closing Date to the extent such income Taxes were not included as a liability in this Agreementthe calculation of Net Working Capital (“Tax Losses”), (iii) any Indebtedness (other than to the extent reflected in the calculation of the Excluded Liabilities, Aggregate Closing Consideration) and (iv) any fraudunpaid Transaction Fees (other than to the extent reflected in the calculation of the Aggregate Closing Consideration). Notwithstanding the immediately preceding sentence, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (bthe Seller Representative shall not have any liability to the Purchaser Indemnitees under Section 10.2(b)(i) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled relating to seek indemnification indemnifications under Section 11.1(a)(i10.2(b)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed on a cumulative basis an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price $175,000 (the “20% CapDeductible”) for its breach of representations), warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion extent such Losses exceed the Deductible. Additionally, the aggregate liability of the Purchase Price allocable Seller Representative to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal Purchaser Indemnitees relating to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any a breach of any representation, warranty or covenant if any officerof the Company contained in this Agreement shall in no event exceed, director or equity holder of Buyer or its affiliates had actual knowledgein the aggregate, at any time prior an amount equal to the Closing, Escrow Funds (disregarding any interest accrued on the Escrow Amount) (the “Cap”). For purposes of such determining the amount of a Loss resulting from a breach of any representation or warranty of the eventsCompany contained in this Agreement, circumstances the terms “materiality” or conditions constituting “Material Adverse Effect” or resulting words of similar import contained in such breachrepresentation or warranty shall in each case be disregarded and without effect (as if such terms were deleted from such representation or warranty). All payments made under this Section .2(b) shall be made from, but only from, the proceeds in the Escrow and shall be treated by the Parties as an adjustment to the proceeds received by the Sellers pursuant to Section .1 of this Agreement. Notwithstanding the foregoing, the Deductible shall not be applicable for Losses resulting from actual fraud, the Fundamental Representations or a breach of Section .2.B(ii). With respect to any claim for indemnification under this Section 10.2(b), a Purchaser Indemnitee may seek reimbursement pursuant to the terms of the Escrow Agreement solely to the extent of the Escrow Fund as may then be remaining. (ei) Anything herein the Purchaser Indemnitees must first seek reimbursement from the Escrow Funds pursuant to the contrary notwithstandingterms of the Escrow Agreement. To the extent the funds remaining in the Escrow Fund are insufficient to reimburse the Purchaser Indemnitees for such Tax Losses, obligations (A) the Purchaser Indemnitees may seek reimbursement from the Majority Sellers for the amount of Seller under Section 10.1such Tax Losses in excess of the remaining Escrow Funds (“Excess Tax Losses”), 10.2(B) the Majority Sellers agree to jointly and severally indemnify the Purchaser Indemnitees for all Tax Losses, 10.7 and Section 10.13 shall not be subject to the monetary limitation limitations set forth in 10.2(c)(ii) and (C) the Majority Sellers shall have the right to fund, or be reimbursed for, any Excess Tax Losses from reserves established pursuant to Section 11.1(b9.2(e) by the Seller Representative through the Paying Agent or otherwise, including reserves from future Earn-Outs; and (ii) the 20% Cap or maximum liability of the Purchase Price Cap in Section 11.1(c)Majority Sellers for all Tax Losses payable to the Purchaser Indemnitees shall not exceed on a cumulative basis an amount equal to $5,000,000, minus any Losses paid to the Purchaser Indemnitees out of the Escrow Funds.

Indemnification by Sellers. (a) Subject to the terms and conditions of this Article 11XI, SellersSellers agree, from jointly and after Closingseverally, shall indemnify to indemnify, defend and hold harmless BuyersPurchaser, their Affiliates, and their respective equity holders, managers, membersits stockholders, officers, directors, principals, employees and attorneys, agentsall subsidiaries and Affiliates of Purchaser, and the respective officers, directors, employees and attorneys of such entities (all such persons and entities being collectively referred to as the “Purchaser Group”) from, against, for and in respect of any and all Losses asserted against, relating to, imposed upon or incurred by Purchaser and/or any other representatives member of the Purchaser Group by reason of, resulting from, based upon or arising out of any of the following (collectively, “Buyers Indemnified PartiesPurchaser Indemnifiable Losses”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, ): (i) the breach breach, inaccuracy, untruth or incompleteness of any representation or warranty of the representations Sellers contained in or warranties made pursuant to this Agreement or any certificate or Schedule delivered by Sellers in this Agreement, connection herewith; (ii) any the breach or non-fulfillment violation of any covenants covenant or other agreements agreement of Sellers contained in or made by Sellers in pursuant to this Agreement, ; (iii) any of the Excluded Liabilities, and ; (iv) Sellers’ share of any fraud, willful misconduct Transfer Taxes; (v) any Encumbrance (other than Permitted Encumbrances) on the Purchased Assets existing at the Closing or criminal acts arising as a result of the transactions contemplated by this Agreement; (vi) the failure of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;to deliver the Purchased Assets to Purchaser; or (vii) any breach by Sellers of this Article XI. (b) Sellers will have no obligation shall not be required to indemnify Purchaser and/or any other member of the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Purchaser Group for any Purchaser Indemnifiable Losses arising from unless and only to the breach of, or inaccuracy in, any representation or warranty described therein unless extent that the aggregate amount of all such Purchaser Indemnifiable Losses incurred for which one or suffered by more of the Buyers Indemnified Parties Purchaser Group seeks indemnification hereunder exceeds $700,00075,000 (the “Purchaser Basket”), in which event the Buyers Indemnified Parties Sellers shall be entitled liable to seek indemnification under Section 11.1(a)(i) indemnify the Purchaser Group for all claims over $350,000Purchaser Indemnifiable Losses, excluding Purchaser Indemnifiable Losses within the Purchaser Basket; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) UPC codes are sold “as is” and the freezers included in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) Tangible Assets that are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be Accounts Payable assumed by Purchaser are sold “as is” (if located) and are not subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will obligations if they cannot exceed an amount equal be located. Notwithstanding anything to the product contrary herein, Seller’s obligation under this Article XI for Purchaser Indemnifiable Losses for any failure to deliver the Assigned Intellectual Property and the Inventory free and clear of any Encumbrance (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iiiPermitted Encumbrances) shall not be subject to the 20% Cap or Purchaser Basket and, except as set forth in Section 11.2(d), Sellers’ obligation under this Article XI for Purchaser Indemnifiable Losses shall not exceed the Purchase Price CapPrice. (c) The obligation of Sellers to indemnify members of the Purchaser Group for any Purchaser Indemnifiable Losses is subject to the condition that Sellers shall have received an Indemnification Claim for all Purchaser Indemnifiable Losses for which indemnity is sought on or before the first anniversary of the Closing Date. (d) Anything herein The provisions of Sections 11.2(b) and (c) above shall not limit, in any manner, Sellers’ obligation to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or indemnify members of the eventsPurchaser Group for Purchaser Indemnifiable Losses arising from (i) fraud, circumstances willful misconduct or conditions constituting intentional misrepresentation on the part of Sellers, or resulting in such breach(ii) Sellers’ failure to perform and discharge all Excluded Liabilities and pay any amounts contemplated by Sections 2.6 and 12.6. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 Sellers shall not be subject to liable for damages in excess of the monetary limitation set forth in Section 11.1(b) actual damages suffered by a member of the Purchaser Group as a result of the act, circumstance or condition for which indemnification is sought, net of any insurance proceeds received by the 20% Cap or the Purchase Price Cap in Section 11.1(c)Purchaser Group.

Indemnification by Sellers. (a) Subject to Article 11the limitations of Sections 10.1, Sellers10.5 and 10.7 and this Section 10.2, from and after the Closing, shall each Seller (severally and not jointly with the other Sellers) agrees to indemnify Buyer and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives its Representatives (collectively, the “Buyers Buyer Indemnified Parties”) from and hold them harmless against any and all Indemnifiable Losses which any of the Buyer Indemnified Parties actually suffer or incur that such Buyers Indemnified Party incurs as are caused by or are a result of, of or arising from, related to: (ia) the any inaccuracy in or breach of any representation or warranty of the representations Company or warranties made by Sellers such Seller contained in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the any breach of, or inaccuracy infailure to perform, any representation covenant or warranty described therein unless agreement of the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, Company contained in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) this Agreement in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject each case to the monetary limitation set forth above in this Section 11.1(b); however, extent such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right covenant or agreement is required to be indemnified shall apply performed prior to all claims from the first dollarClosing; and (c) Subject to Section 10.5(b), any Repurchase Liabilities (collectively, the “Buyer Losses”). Each Seller (severally and not jointly with the other Sellers’ aggregate liability ) shall indemnify the Buyer Indemnified Parties with respect to Buyer Losses resulting from (i) breaches of representations and warranties of the Company under Section 10.2(a), and (ii) all indemnification obligations under Section 10.2(b), Section 10.2(c), and 8.7, with respect to his or her proportional share of the applicable Buyer Loss, as such proportional share is determined in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal accordance with Schedule 1.1(f), without regard to the product fault or responsibility, if any, of (xany individual Seller for the Event giving rise to the Buyer Loss. Each Seller shall indemnify the Buyer Indemnified Parties severally and in full under Section 10.2(a) twenty percent (20%with respect to Buyer Losses resulting from breaches of representations and warranties of such Seller. For purposes of the determination of the Buyer Losses indemnifiable under Section 10.2(a) times (y) the Purchase Price (the “20% Cap”) for its only and attributable to a breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of a Company representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap Article III or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, Seller representation or warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) Article IV (as applicable), all qualifications in the applicable representation or the 20% Cap warranty as to materiality or the Purchase Price Cap in Section 11.1(c)Company Material Adverse Effect shall be disregarded.

Indemnification by Sellers. (a) Subject to the provisions of this Article 11, Sellers9, from and after the Closing: (a) each of the ▇▇▇▇▇▇ Seller Parties covenants and agrees, shall jointly and severally, to indemnify each of Purchaser and its Affiliates (including the Company), their successors and assigns, and each of their respective Representatives (the “Purchaser Indemnified Persons”) against, and defend and hold the Purchaser Indemnified Persons harmless Buyers, their Affiliatesfrom and against, and their respective equity holdersshall pay and reimburse each of them for, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers suffered by any Purchaser Indemnified Party incurs as a result Person based upon, arising out of, with respect to or arising from, by reason of (whether or not involving a third party claim): (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants covenant, agreement or obligation to be performed by any ▇▇▇▇▇▇ Seller Party, any ▇▇▇▇▇▇ Beneficiary or the Fidelity Charitable Gift Fund pursuant to this Agreement or any other agreements made by Sellers Transaction Document; (ii) any inaccuracy in or breach of any of the representations or warranties of the ▇▇▇▇▇▇ Seller Parties contained in Section 4.1 of this Agreement, any other Transaction Document or in any certificate or instrument delivered by or on behalf of any ▇▇▇▇▇▇ Seller Party pursuant to this Agreement or any other Transaction Document; (iii) any inaccuracy in or breach of any of the Excluded Liabilitiesrepresentations or warranties of the Fidelity Charitable Gift Fund contained in Section 4.3 of this Agreement, and any other Transaction Document or in any certificate or instrument delivered by or on behalf of the Fidelity Charitable Gift Fund pursuant to this Agreement or any other Transaction Document; and (iv) any fraud, willful misconduct or criminal acts out-of-pocket costs reasonably incurred in enforcing the indemnification rights of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorsthe Purchaser Indemnified Persons under this Section 9.2(a); (b) Sellers will have no each of the ▇▇▇▇▇ Seller Parties and the ▇▇▇▇▇ Additional Parties covenants and agrees, jointly and severally, to indemnify each of the Purchaser Indemnified Persons) against, and defend and hold the Purchaser Indemnified Persons harmless from and against, and shall pay and reimburse each of them for, any and all Losses suffered by any Purchaser Indemnified Person based upon, arising out of, with respect to or by reason of (whether or not involving a third party claim): (i) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any ▇▇▇▇▇ Seller Party, ▇▇▇▇▇ Additional Party, ▇▇▇▇▇ Beneficiary] or the Fidelity Charitable Gift Fund pursuant to this Agreement or any other Transaction Document; (ii) any inaccuracy in or breach of any of the representations or warranties of the ▇▇▇▇▇ Seller Parties contained in Section 4.2 of this Agreement, any other Transaction Document or in any certificate or instrument delivered by or on behalf of any ▇▇▇▇▇ Seller Party pursuant to this Agreement or any other Transaction Document; (iii) any inaccuracy in or breach of any of the representations or warranties of the Fidelity Charitable Gift Fund contained in Section 4.3 of this Agreement, any other Transaction Document or in any certificate or instrument delivered by or on behalf of the Fidelity Charitable Gift Fund pursuant to this Agreement or any other Transaction Document; and (iv) any out-of-pocket costs reasonably incurred in enforcing the indemnification rights of the Purchaser Indemnified Persons under this Section 9.2(b); (c) each of the ▇▇▇▇▇▇ Seller Parties, jointly and severally as among such ▇▇▇▇▇▇ Seller Parties, up to the ▇▇▇▇▇▇ Seller Parties’ applicable Seller Indemnity Percentage of any such Losses, and each of the ▇▇▇▇▇ Seller Parties and the ▇▇▇▇▇ Additional Parties, jointly and severally as among such ▇▇▇▇▇ Seller Parties and ▇▇▇▇▇ Additional Parties, up to the ▇▇▇▇▇ Seller Parties’ applicable Seller Indemnity Percentage of any such Losses, covenants and agrees to indemnify each of the Buyers Purchaser Indemnified Parties Persons against, and defend and hold the Purchaser Indemnified Persons harmless from and against, and shall pay and reimburse each of them for, any and all Losses suffered by any Purchaser Indemnified Person based upon, arising out of, with respect to or by reason of (whether or not involving a third party claim): (i) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company prior to the Closing pursuant to this Agreement or any other Transaction Document; (ii) any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement (including, without limitation, in Article 3), any other Transaction Document or in any certificate or instrument delivered by or on behalf of the Company pursuant to this Agreement or any other Transaction Document (other than in respect of the representations and warranties contained in Section 3.21 (Tax Matters), it being understood that the sole post-Closing remedy for any such inaccuracy in or breach thereof shall be pursuant to Article 7); (iii) any Seller Transaction Expenses or Company Employee Closing Payments (other than the ▇▇▇▇▇▇▇ Closing Bonus Payments) remaining unpaid after the Closing, regardless of when incurred, but only to the extent any such expenses or payments are not subtracted from the Base Purchase Price Amount for purposes of finally determining the Closing Cash Payment pursuant to Section 11.1(a)(i2.2 or are not reflected on the Net Working Capital Statement and treated as a liability for purposes of determining the final Closing Net Working Capital pursuant to Section 2.5; (iv) in respect any portion of Indemnifiable Losses arising Indebtedness or Non-Ordinary Course Liabilities of the Company that was outstanding and remained unpaid or unsatisfied as of the Closing Date (including any interest, penalties, charges or other fees accrued thereon), but only to the extent any such Indebtedness or Non-Ordinary Course Liabilities are not subtracted from the breach Base Purchase Price Amount for purposes of finally determining the Closing Cash Payment pursuant to Section 2.2 or are not reflected on the Net Working Capital Statement and treated as a liability for purposes of determining the final Closing Net Working Capital pursuant to Section 2.5; (v) any demand, Action or other claim from or by any Person with respect to any matter described on Schedule 9.2(c)(v), but only to the extent that such demand, Action or other claim is first made, asserted or filed prior to the date that is the eighteen (18)-month anniversary of the Closing Date; and (vi) any out-of, or inaccuracy in, any representation or warranty described therein unless -pocket costs reasonably incurred in enforcing the aggregate amount indemnification rights of all such Indemnifiable Losses incurred or suffered by the Buyers Purchaser Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000Persons hereunder; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining clarity, it is expressly understood and agreed by the 20% Cap. Seller’s aggregate Parties that in no event shall the liability in respect of claims the ▇▇▇▇▇▇ Seller Parties as a group, or the liability of the ▇▇▇▇▇ Seller Parties and the ▇▇▇▇▇ Additional Parties as group, for indemnification any Losses of Purchaser Indemnified Persons under this Agreement will not Section 9.2(c) exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, such group’s applicable Seller Indemnity Percentage of such breach or of the events, circumstances or conditions constituting or resulting in such breachLosses. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to the terms and conditions of this Article 11X, Sellerseach Seller shall severally ((i) with respect to any claim under Section 10.2(a) solely to the extent resulting from the failure of any representation or warranty made by such Seller or Section 10.2(b) solely to the extent resulting from a breach of covenant or agreement by such Seller, from and after Closing(ii) with respect to any other claim under this Section 10.2, shall indemnify based on such Seller’s Pro Rata Portion with respect to the Company to which the applicable indemnification claim relates) and not jointly, indemnify, defend, and hold harmless Buyersthe Buyer and its equity owners, their Affiliates, and their respective equity holdersdirectors, managers, members, officers, directorsemployees, principalsand Affiliates, attorneysand, agentsafter the Closing, employees or other representatives the Companies and their Subsidiaries (collectively, all of the foregoing the “Buyers Purchaser Indemnified Parties”) from and against any and all Indemnifiable Losses Damages actually incurred or suffered by the Purchaser Indemnified Parties to the extent resulting from: (a) any failure of any representation or warranty made by the Companies or the Sellers in this Agreement or any certificate delivered pursuant to this Agreement to be true and correct as of the date hereof and as of the Closing; provided, that such Buyers no Seller shall be required to indemnify, defend or hold harmless any Purchaser Indemnified Party incurs as with respect to a result of, or arising from, (i) the breach of any of the representations representation or warranties warranty made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorsanother Seller pursuant to Article III; (b) any breach of any covenant or agreement to be performed by the Companies or the Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000this Agreement; provided, howeverthat no Seller shall be required to indemnify, that the foregoing limitation will not apply defend or hold harmless any Purchaser Indemnified Party with respect to claims for indemnification a breach of any covenant or agreement made or to be performed by another Seller pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; andAgreement; (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation Pre-Closing Taxes or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap.unpaid Selling Expenses; (d) Anything herein NJ Seller will indemnify the Purchaser Indemnified Parties and hold them harmless against the imposition of any liability related to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled Engineers’ Union Local 68 Pension Fund (the “Multiemployer Plan”) (including any withdrawal liability related to indemnification under this Agreement with respect Multiemployer Plan) related to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time the services provided by the CBA Employees prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach.Closing Date; or (e) Anything herein to the contrary notwithstanding, obligations environmental matter described on Section 10.2(e) of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c)Sellers’ Disclosure Schedule.

Indemnification by Sellers. (a) Subject In addition to Article 11their Tax indemnification obligations under Section 6.7 hereof, Sellers, severally and not jointly, hereby agree to indemnify Buyer and its Affiliates (including, without limitation, Company and each Subsidiary of Company from and after the Closing) (each in its capacity as indemnified party for the purpose of this Section 10.1, shall indemnify a "Buyer Indemnitee"), and hold harmless Buyerseach Buyer Indemnitee harmless, their Affiliatesfrom, against and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against in respect of any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, from any of the following: (i) the any breach of any representation or warranty made by the Company in Article III of this Agreement (including, without limitation, the Company Disclosure Letter but excluding Section 3.13 and any other matters relating to Taxes, as to which Buyer's sole and exclusive remedy is provided in Section 6.7 and Section 6.8), provided, however, as to the representations in each of Section 3.1.2, the first sentence of Section 3.1.3 and Section 3.1.5, each Seller shall only provide indemnification hereunder to the extent that such representations as they relate to such Seller have been breached; or (ii) any breach, non-fulfillment or warranties violation of any covenant or agreement made by the Company or Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of . Notwithstanding the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, fact that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention)Article III hereof are made by the Company and not by the Sellers, and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation terms of Article X, each of the Sellers hereby agrees to and accepts: (i) liability for the indemnification obligations set forth above in this Section 11.1(b); however10.1 above; (ii) no limitation on the amount that Buyer is able to recover from a Selling Member with respect to an indemnification obligation solely on account of the fact that (1) the representations and warranties set forth in Article III hereof are made by the Company and not by the Selling Members, such claims shall be or (2) the indemnification obligation is subject to indemnification only when limitation or mitigation under the amount Company's Charter or applicable law, because the obligation arises from or relates to a Selling Member's actions as an officer or director of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarCompany; and (ciii) Sellers’ aggregate liability in respect this indemnification obligation is one of claims for indemnification pursuant payment and not of collection, and Buyer shall have no duty, obligation or requirement to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal exhaust any other remedy available to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants it from any other than the Sellers Fundamental Representations; provided, however, if Person prior to seeking satisfaction from any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities Selling Members of the required indemnification obligation, except as expressly set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of requirement for Buyer or to use its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller set-off rights under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).Article X.

Indemnification by Sellers. (a) Subject to Article 11, Each of the Sellers, from jointly and after Closingseverally, shall agrees to indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) each Buyer Group Member from and against any and all Indemnifiable Losses that and Expenses incurred by such Buyers Indemnified Party incurs as a result Buyer Group Member in connection with or arising from: (i) any breach, or alleged breach, by any Seller of, or arising from, (i) the breach any other failure of any Seller or any Restricted Person to perform, any of the representations its covenants, agreements or warranties made by Sellers obligations in this Agreement or in any other agreement executed and delivered by or on behalf of such Seller pursuant to this Agreement, ; and (ii) any breach breach, or non-fulfillment alleged breach, of any covenants warranty or the inaccuracy, or alleged inaccuracy, of any representation of Seller contained or referred to in this Agreement or any certificate or other agreements made document delivered by Sellers in or on behalf of any Seller pursuant to this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, without in any way limiting the Sellers’ indemnification obligations under clause (i) of Section 5.1(a) or under clause (ii) of Section 5.1(a) with respect to the Seller Designated Representations (as hereinafter defined), (x) the Sellers shall indemnify the Buyer Group Members under clause (ii) of Section 5.1(a) (other than with respect to the Seller Designated Representations as to which no such limitation shall apply) only in the event that the foregoing aggregate amount (without duplication) of Loss and Expense borne by the Buyer Group Members with respect thereto exceeds $150,000 but if in excess of such amount, then for the amount of such excess. Sellers’ aggregate indemnification liability under clause (ii) of Section 5.1(a) (other than with respect to the Seller Designated Representations as to which no such limitation will shall apply) shall be an amount equal to twenty five percent (25%) of the Purchase Price. Each Seller’s (other than Mostafa Group, LLC, as to which this limitation shall not apply apply) indemnification liability under clause (ii) of Section 5.1(a) (other than with respect to the Seller Designated Representations as to which no such limitation shall apply) shall be an amount equal to twenty five percent (25%) of such Seller’s pro rata portion of the Purchase Price. (b) The indemnification provided for in clause (ii) of Section 5.1(a) shall terminate on June 30, 2006 (and no claims for shall be made by Buyer under clause (ii) of Section 5.1(a) thereafter), except that the indemnification pursuant to Section 11.1(a)(iby the Sellers shall continue in any event as to: (i) in respect of breaches ofany breach, or inaccuracies inalleged breach, representations of any warranty or the inaccuracy, or alleged inaccuracy, of any representation of the Sellers set forth in Sections 2.1, 2.3, 2.4, 2.5, 2.21, 2.25, or 2.31 (together with Section 2.10, the “Seller Designated Representations”), as to which no time limitation shall apply, and warranties any breach, or alleged breach, of any warranty or the inaccuracy, or alleged inaccuracy, of any representation of the Sellers set forth in Section 4.1 2.10, which shall survive for sixty (Organization; Capacity60) days after the expiration date of the applicable statute of limitations (including any extensions thereof); (ii) any Loss or Expense as to which Buyer has notified the Sellers in accordance with the provisions of Section 5.3 on or prior to the date such indemnification obligation would otherwise terminate in accordance with this Section 5.1, Section 4.2 (Authorization; Noncontravention)as to which the indemnification obligations of the Sellers shall continue until the liability of the Sellers shall have been determined pursuant to this Article V, and the Sellers shall have indemnified and reimbursed Buyer for the full amount of such Loss and Expense in accordance with this Article V. (c) If, at the time Buyer is obligated to make a Subsequent Cash Payment in accordance with Section 4.4 (Title) (collectively1.4 hereof, “Sellers Fundamental Representations”). For the avoidance of doubtany Claim Notice given by a Buyer Group Member remains unresolved, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims Buyer shall be subject entitled to indemnification only when reduce the amount of such claims Subsequent Cash Payment by Buyer’s good faith reasonable estimate of the maximum aggregate amount of Loss and Expense exposure of the Buyer Group Member to matters reflected in all such unresolved Claim Notices, pending final determination of such matters. If it is finally determined that the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will Buyer Group Members were not exceed an amount equal entitled to the product full amount of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representationsindemnification reflected in such Claim Notices, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations Buyer shall be applied only promptly thereafter pay to the Seller Representative the appropriate portion of the Purchase Price allocable to applicable Subsequent Cash Payments that had been withheld together with Interest thereon. Otherwise Buyer shall retain such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Capamount. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to the other terms and conditions of this Article 11VII, Sellersthe Sellers shall, from following the Closing Date, indemnify Buyer, the Acquired Companies and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, and each of their respective equity holdersdirectors, officers, employees, stockholders, members, managers, members, officers, directors, principals, attorneys, agents, employees partners and Affiliates (“Buyer Indemnified Party” or other representatives (collectively, the “Buyers Buyer Indemnified Parties”) ), against, and shall hold the Buyer Indemnified Parties harmless from and against against, and shall pay and reimburse each of them for, any and all Indemnifiable Losses that such Buyers incurred or sustained by, or imposed upon, ▇▇▇▇▇ Indemnified Party incurs as a result based upon, arising out of, with respect to or arising fromby reason of, directly or indirectly: (i) the any breach of any of the representations or warranties made by Sellers of the Company or the Stockholder Representative contained in this AgreementAgreement or in any certificate or instrument delivered by or on behalf of the Company or any Seller pursuant hereto (provided that, in determining whether a breach of any such representation or warranty has occurred for purposes of this Section 7.02(a)(i) or the amount of Losses arising therefrom, any and all references to materiality qualifications such as “Material Adverse Effect,” “material,” “materially,” “in all material respects” or similar qualifiers contained in any such representation or warranty shall be ignored); or (ii) any breach or non-fulfillment of any covenants covenant, agreement or obligation to be performed by the Company or the Stockholder Representative pursuant to this Agreement; or (iii) the fire incident of January 31, 2014, at the Company’s Defiance, Ohio facility that consist of, in each case to the extent not payable by Target’s insurance policies, (A) costs to restore the “DJ” spray dryer and related equipment to operation; (B) costs relating to personal injuries; and (C) OSHA fines or citations alleging willful intent or wrongdoing and fifty percent (50%) of all other agreements OSHA fines and citations issued during the six months after the incident; or (iv) any Indebtedness (other than AFCO Indebtedness) or Company Transaction Costs, to the extent not accounted for in the Final Adjustment Amount; or (v) any liability or obligation under or associated with any of the Terminated Agreements or the termination thereof; or (vi) any claim for indemnification made by Sellers in this Agreementpast or present directors, managers, officers or employees of any of the Acquired Companies relating to or arising out of acts, omissions, events or circumstances occurring or existing prior to the Closing, whether pursuant to the organizational documents of an Acquired Company, indemnification agreements between such Persons and an Acquired Company, applicable Laws or otherwise; (iiivii) any of the Excluded Liabilities, and (ivmatters or circumstances identified in Section 7.02(a)(vii) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;the Disclosure Letter. (b) Sellers will have no obligation Subject to the other terms and conditions of this Article VII, each Seller (or an individual basis, and not jointly and severally with others) shall indemnify the Buyers Buyer Indemnified Parties pursuant to Section 11.1(a)(i) in respect against, and shall hold the Buyer Indemnified Parties harmless from and against, and shall pay and reimburse each of Indemnifiable Losses arising from the breach of, or inaccuracy inthem for, any representation or warranty described therein unless the aggregate amount of and all such Indemnifiable Losses incurred or suffered sustained by, or imposed upon, any Buyer Indemnified Party based upon, arising out of, with respect to or by reason of, directly or indirectly: (i) any breach of the Buyers Indemnified Parties exceeds $700,000Several Representations of such Seller; or (ii) any breach of any covenant, in which event the Buyers Indemnified Parties shall agreement or obligation to be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification performed by such Seller pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”)this Agreement. For the avoidance of doubt, claims for indemnification pursuant the Company shall have no liability to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability any party hereto in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product subject matter of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to after the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closingthe Closing Date, and subject to the limitations set forth in this Agreement, each Seller shall severally, and not jointly and severally, indemnify and hold harmless Buyersthe Acquiror, their Affiliates, and its Affiliates and/or their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives Representatives (collectively, the “Buyers Acquiror Indemnified Parties”), for and will pay to the Acquiror Indemnified Parties the amount of, any Losses (other than (i) Losses resulting from a breach or inaccuracy of the representations and against any and all Indemnifiable Losses warranties of the Company contained in Section 4.15 with respect to taxable periods other than Pre-Closing Tax Periods or (ii) that are described in the exception to the definition of Indemnified Taxes) that such Buyers Acquiror Indemnified Party incurs as a result ofmay suffer or incur based upon, attributable to or arising from, : (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (iia) any breach or non-fulfillment inaccuracy of any covenants representation or other agreements made by Sellers warranty of such Seller contained in ARTICLE III of this Agreement, (iii) Agreement or in any of the Excluded Liabilities, and certificates or other instruments or documents furnished by such Seller hereunder (iv) without giving effect to any fraud, willful misconduct “material,” “materially,” “materiality,” “Material Adverse Effect” or criminal acts of Sellers similar qualifications contained in any such representation or its officers, directors, members, shareholders, employees, agents and independent contractorswarranty); (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the any breach of, or inaccuracy in, of any representation or warranty described therein unless of the aggregate amount Company contained in ARTICLE IV of all such Indemnifiable Losses incurred this Agreement or suffered in any of the certificates or other instruments or documents furnished by the Buyers Indemnified Parties exceeds $700,000, Company hereunder (without giving effect to any “material,” “materially,” “materiality,” “Material Adverse Effect” or similar qualifications contained in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, any such representation or inaccuracies in, representations and warranties set forth warranty (other than those contained in Section 4.1 4.06 (Organization; CapacityAbsence of Certain Changes), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and; (c) any breach of any covenant or agreement contained in or made pursuant to this Agreement of (i) the Company prior to the Closing or (ii), the Sellers or the Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap.Representative; (d) Anything herein to the contrary notwithstanding, no Buyer any Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach.Taxes; (e) Anything herein any claims relating to the contrary notwithstanding, obligations allocation of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) Estimated Consideration or Final Consideration among the 20% Cap or the Purchase Price Cap in Section 11.1(c).Sellers;

Indemnification by Sellers. (a) Subject to the limitations and other terms and conditions of this Article 11IX, Sellersincluding the caps on liability set forth in Section 9.04, from Sellers and after ClosingSeller Principals, jointly and severally, shall indemnify and hold harmless BuyersBuyer, their Affiliates, Parent and their respective equity holdersAffiliates (including, managersafter the Closing, members, officers, directors, principals, attorneys, agents, employees or other representatives Gravitas) (collectively, the “Buyers Buyer Indemnified Parties”) against, and shall hold the Buyer Indemnified Parties harmless from and against against, any and all Indemnifiable Losses that such Buyers claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees and disbursements (a “Loss”), incurred or sustained by, or imposed upon, any of the Buyer Indemnified Party incurs as a result Parties based upon, arising out of, with respect to or arising from, by reason of: (ia) any breach of any of the representations or warranties contained in Article IV of this Agreement; (b) any breach of any of the representations or warranties made by Sellers a Seller contained in Article III of this Agreement, (iic) any breach or nonviolation of, or failure to fully perform, any covenant, agreement, undertaking or obligation to be performed by Gravitas or Sellers contained in Article II, Article VII, or Article XI of this Agreement; (d) (i) any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (i) all Taxes of Gravitas or a Seller or relating to the business of Gravitas for all Pre-fulfillment Closing Tax Periods; (ii) all Taxes of any covenants member of an affiliated, consolidated, combined or other agreements made unitary group of which Gravitas (or any predecessor of Gravitas) is or was a member on or prior to the Closing Date by Sellers in this Agreementreason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iii) any and all Taxes of any person imposed on Gravitas or a Seller arising under the Excluded Liabilitiesprinciples of transferee or successor liability or by contract, and (iv) any fraud, willful misconduct relating to an event or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify transaction occurring before the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000Closing Date; provided, however, that this covenant shall expire on the foregoing limitation will third (3rd) anniversary of the Closing Date; or (f) any Indebtedness or Transaction Expenses not apply to claims for indemnification pursuant to paid in accordance with Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), 2.04 and Section 4.4 (Title2.08(c) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Caphereunder. (dg) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation matters set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(con Schedule 9.02(f).;

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closingthe Closing (but subject to the provisions of this Article 7), shall Sellers shall, jointly and severally, defend and indemnify and hold harmless BuyersBuyer, their Affiliates, its Affiliates and their respective equity holderssuccessors and permitted assigns, managers, and the respective members, officers, employees, directors, principalsmanagers, attorneys, agents, employees or other agents of each of the foregoing and each of their heirs and personal representatives (collectively, “Buyers Buyer Indemnified Parties”) against, and hold Buyer Indemnified Parties harmless from and against against, and pay to the applicable Buyer Indemnified Parties the amount of, any and all Indemnifiable Losses that such Buyers which any Buyer Indemnified Party incurs may suffer, sustain or become subject to, as a result of, in connection with, or arising from, relating to: (i) the a breach of any representation or warranty (without giving effect to materiality, Material Adverse Effect or similar phrases in each of the such representations or warranties made by and warranties) of Sellers contained in this Agreement, Article 3; (ii) any breach or non-fulfillment violation by Sellers or the Principals of any covenants covenant or other agreements made by agreement of Sellers or the Principals contained in this Agreement, ; (iii) any of the Excluded Liabilities, and Asset; or (iv) any fraudExcluded Liability. All payments made pursuant to this Section 7.03 shall, willful misconduct to the extent permitted by Applicable Law, be deemed to be adjustments for Tax purposes to the aggregate purchase price paid by Buyer for the Purchased Assets pursuant to Article 1 hereof. Except (y) in the case of fraud and (z) actions seeking specific performance or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties similar equitable relief pursuant to Section 11.1(a)(i9.14, including with respect to any breach of the covenants or agreements contained in Section 5.01 (Confidentiality) in respect of Indemnifiable or Section 5.02 (Non-Competition and Non-Solicitation), recovery pursuant to this Section 7.03 constitutes Buyer Indemnified Parties’ sole and exclusive remedy for any and all Losses or other claims relating to or arising from this Agreement or in connection with the breach oftransactions contemplated hereby, including in any Section of the Disclosure Schedule or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”)certificate delivered hereunder. For the avoidance of doubt, claims for indemnification this subsection (and this Agreement) shall not limit any Buyer Indemnified Parties’ remedies under the other Transaction Documents or any other agreement. (b) Notwithstanding anything herein to the contrary, the rights of Buyer Indemnified Parties pursuant to Sections 11.1(a)(ii), (iiiSection 7.03(a) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the following limitations: (i) Buyer Indemnified Parties shall not be entitled to receive amounts pursuant to Section 7.03(a)(i) (other than for Losses relating to breaches of the Fundamental Representations) for any individual item or series of related items based on substantially the same facts and circumstances where the Losses relating to such item or series of related items based on substantially the same facts and circumstances are less than $5,000, and such Losses shall not be applied against the Deductible Amount; (ii) Buyer Indemnified Parties shall not be entitled to receive amounts pursuant to Section 7.03(a)(i) (other than for Losses relating to breaches of the Fundamental Representations) unless and until the aggregate amount of such claims in the aggregate Losses relating thereto exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed on a cumulative basis an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price $50,000 (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price CapDeductible Amount”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no and then Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior receive amounts only to the Closing, extent such Losses exceed the Deductible Amount (subject to the other provisions of such breach or of the events, circumstances or conditions constituting or resulting in such breach.this Agreement); (eiii) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 Buyer Indemnified Parties shall not be subject entitled to receive amounts pursuant to Section 7.03(a)(i) (other than for Losses relating to breaches of the Fundamental Representations) in excess of $1,600,000; and (iv) The aggregate liability of Sellers pursuant to Section 7.03(a) for breaches of the Fundamental Representations shall not exceed an aggregate amount equal to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c)Price.

Indemnification by Sellers. (a) Subject to the limitations and other terms and conditions of this Article 11IX, Sellersincluding the caps on liability set forth in Section 9.04, from Sellers and after ClosingSeller Principals, jointly and severally, shall indemnify and hold harmless BuyersBuyer, their Affiliates, Parent and their respective equity holdersAffiliates (including, managersafter the Closing, members, officers, directors, principals, attorneys, agents, employees or other representatives Gravitas) (collectively, the “Buyers Buyer Indemnified Parties”) against, and shall hold the Buyer Indemnified Parties harmless from and against against, any and all Indemnifiable Losses that such Buyers claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees and disbursements (a “Loss”), incurred or sustained by, or imposed upon, any of the Buyer Indemnified Party incurs as a result Parties based upon, arising out of, with respect to or arising from, by reason of: (ia) any breach of any of the representations or warranties contained in Article IV of this Agreement; (b) any breach of any of the representations or warranties made by Sellers a Seller contained in Article III of this Agreement, (iic) any breach or nonviolation of, or failure to fully perform, any covenant, agreement, undertaking or obligation to be performed by Gravitas or Sellers contained in Article II, Article VII, or Article XI of this Agreement; (d) (i) any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (i) all Taxes of Gravitas or a Seller or relating to the business of Gravitas for all Pre-fulfillment Closing Tax Periods; (ii) all Taxes of any covenants member of an affiliated, consolidated, combined or other agreements made unitary group of which Gravitas (or any predecessor of Gravitas) is or was a member on or prior to the Closing Date by Sellers in this Agreementreason of a liability under Treasury Regulation Section 1.1502- 6 or any comparable provisions of foreign, state or local Law; and (iii) any and all Taxes of any person imposed on Gravitas or a Seller arising under the Excluded Liabilitiesprinciples of transferee or successor liability or by contract, and (iv) any fraud, willful misconduct relating to an event or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify transaction occurring before the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000Closing Date; provided, however, that this covenant shall expire on the foregoing limitation will third (3rd) anniversary of the Closing Date; or (f) any Indebtedness or Transaction Expenses not apply to claims for indemnification pursuant to paid in accordance with Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), 2.04 and Section 4.4 (Title2.08(c) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Caphereunder. (dg) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation matters set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(con Schedule 9.02(f).;

Indemnification by Sellers. (a) Subject to Article 11Sellers hereby indemnify Purchaser, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, its Affiliates and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, officers and employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that damage, loss, liability, judgment, fine, penalty, charge and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) incurred or suffered by any such Buyers Indemnified Party incurs as a result of, or Person arising from, out of (i) the any breach by Sellers of any of the representations representation or warranties made by Sellers warranty contained in this Agreement (other than any representation or warranty contained in Article VIII of this Agreement), (ii) any breach failure by Sellers to perform or non-fulfillment comply with any of any their respective covenants or other agreements made in each case to be performed or complied with by Sellers in pursuant to this Agreement or any Seller Ancillary Agreement (other than any covenant or agreement made or to be performed pursuant to Article VIII of this Agreement), and (iii) any Excluded Liability; provided that with respect to indemnification by Sellers for any misrepresentations or breaches pursuant to clause (i) of the Excluded LiabilitiesSection 11.2(a), and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (bx) Sellers will have no obligation shall not be liable for such misrepresentations or breaches (other than misrepresentations or breaches of Sections 4.1, 4.4, 4.15(d), 4.15(e) or 4.22, as to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(iwhich this proviso shall not apply) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all Damages with respect to such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds breaches exceed $700,000500,000, in at which event the Buyers Indemnified Parties time Sellers shall be entitled to seek indemnification under Section 11.1(a)(i) responsible for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims Damages in the aggregate exceeds excess of $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and 500,000, and (cy) Sellers’ maximum aggregate liability in respect of claims for indemnification all such misrepresentations or breaches pursuant to Sections 11.1(a)(iclause (i) and 11.1(a)(iiof Section 11.2(a) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; providedmisrepresentations or breaches of Sections 4.1, however4.4, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”4.15(d), except that Sellers’ aggregate liability in respect of claims pursuant 4.15(e) or 4.22, as to Section 11.1(a)(iiiwhich this proviso shall not apply) shall not be subject to the 20% Cap or the Purchase Price Capexceed $21 million. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from Each of the Sellers shall jointly and after Closing, shall severally indemnify Purchaser and hold harmless Buyers, their its Affiliates, and their respective equity holders, managers, members, officers, directors, principalspartners, attorneysagents and employees (each, agentsa "Purchaser Indemnitee") and hold each of them harmless, employees from any and all losses, liabilities, claims, Taxes, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, counsel fees and disbursements, expert fees and costs and expenses incurred in the investigation, defense or other representatives settlement of any of the foregoing (collectively, “Buyers Indemnified Parties”the "Indemnifiable Damages") from and against any and all Indemnifiable Losses that which such Buyers Indemnified Party incurs as a result Purchaser Indemnitee may suffer or incur by reason of, arising from or arising from, in connection with: (i) the inaccuracy or breach of any representation or warranty of the representations or warranties made by Sellers any Seller contained in this Agreement, Agreement or any other Transaction Document; (ii) the breach by any breach or non-fulfillment Seller of any covenants or other agreements covenant made by Sellers it in this Agreement, Agreement or in any of the Transaction Documents; (iii) any the ownership, operation, use or transfer of the Excluded Liabilities, Assets prior to and on the applicable Closing Date; (iv) any fraudTaxes of or attributable to any Seller; (v) the Excluded Assets; (vi) the actions or omissions of any Seller or any of its agents, willful misconduct or criminal acts of Sellers or its officersrepresentatives, directors, membersofficers, shareholderspartners, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach ofagents, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000employees; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (ivvii) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims any Excluded Liabilities. The foregoing obligation of Sellers shall be subject to indemnification only when and limited by each of the amount of such claims qualifications set forth below. No Seller shall be liable for any indirect, special, incidental or consequential damages. Notwithstanding anything contained in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal this Agreement to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representationscontrary, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”)Section 11.1(i) only, except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties Purchaser shall be entitled to indemnification under this Agreement hereunder only in the event that such breach of any representation or warranty of Sellers (regardless of whether such representation or warranty contains a materiality qualifier) results in Indemnifiable Damages to any Purchaser Indemnitee in an amount of [*] or more and in such event Sellers shall be liable for all such amounts of Indemnifiable Damages including such [*]. With respect to any Indemnifiable Damages arising out of inaccuracies or breaches of Section 5.1(f) and matters which are covered by title insurance obtained by Purchaser in connection with its purchase of Assets hereunder, Purchaser shall, simultaneously with the making of any such claim for indemnification hereunder, seek payment from the title insurance company, if any, that has issued title insurance with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior the Property to the Closing, of which such breach or of the events, circumstances or conditions constituting or resulting in such breachrelates. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to the limitations set forth in this Article 11, SellersVIII, from and after the Closing, shall each Seller (severally and not jointly) agrees to indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) each Buyer Group Member from and against any and all Indemnifiable Losses that and Expenses incurred by such Buyers Indemnified Party incurs as a result of, Buyer Group Member in connection with or arising from, from (i) the any breach of any warranty or the inaccuracy of the representations any representation of such Seller contained in Article IV or warranties made by Sellers in this Agreement, (ii) any breach by such Seller of, or non-fulfillment failure by such Seller to perform, any of any such Seller’s respective covenants or other agreements made by Sellers obligations contained in this Agreement, Agreement (iii) any of other than the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;covenants set forth in Section 7.1). (b) Subject to the limitations set forth in this Article VIII, from and after the Closing, Sellers will have no obligation (jointly and severally) agree to indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from (x) any breach of any warranty or the Buyers Indemnified Parties inaccuracy of any representation of Sellers contained in Article V, (y) the covenants in Section 7.1 or (z) any certificate delivered by or on behalf of Sellers pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000this Agreement; provided, however, that Sellers shall be required to indemnify and hold harmless Buyer Group Members under this Section 8.1(b) with respect to Losses and Expenses incurred by such Buyer Group Members only to the foregoing limitation will not apply extent that: (i) the amount of such Losses and Expenses suffered by Buyer Group Members related to each individual claim or series of related claims exceeds $100,000 (it being understood that such amount shall be a deductible for which Sellers shall bear no indemnification responsibility); (ii) the aggregate amount of such Losses and Expenses exceeds $2,000,000 (it being understood that such amount shall be a deductible for which Sellers shall bear no indemnification responsibility); and (iii) the aggregate amount required to be paid by Sellers pursuant to Section 11.1(a)(i8.1(b) shall not exceed the Cap; provided further, however, that the foregoing clauses (i), (ii) and (iii) shall not apply with respect to Losses and Expenses incurred by Buyer Group Members in respect of breaches of, (A) any breach or inaccuracies in, inaccuracy of the representations and warranties set forth in Section 4.1 Sections 5.1(b) (Organization; CapacityCapital Structure of the Company) and 5.26 (No Brokers), (B) the covenants in Section 4.2 7.1 or (Authorization; Noncontravention)C) fraud by any Seller. (i) The indemnification provided for in Section 8.1(a)(i) shall terminate upon the expiration of the statute of limitations period applicable to the matters covered thereby, and (ii) the indemnification provided for in Section 4.4 (Title8.1(a)(ii) (collectively, “Sellers Fundamental Representations”). For shall terminate in accordance with the avoidance expiration of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii)the terms of the covenants covered thereby, (iii) and (ivthe indemnification provided for in Section 8.1(b) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if the inaccuracy of any officerrepresentation contained in Section 5.6 and the covenants in Section 7.1 shall terminate upon the expiration of the statute of limitations period applicable to the matters covered thereby, director (iv) the indemnification provided for in Section 8.1(b) with respect to matters not subject to the foregoing clause (iii) shall terminate upon the eighteen (18) month anniversary of the Closing Date, and no claims shall be made by any Buyer Group Member under Sections 8.1(a)(i), 8.1(a)(ii) or equity holder 8.1(b) thereafter, except that the indemnification by Sellers shall continue as to any Losses or Expenses with respect to which any Buyer Group Member has validly given a Claim Notice to the Stockholder Representative in accordance with the requirements of Buyer Section 8.3 on or its affiliates had actual knowledge, at any time prior to the Closingdate such indemnification would otherwise terminate in accordance with this Section 8.1(c), as to which the obligation of Sellers shall continue solely with respect to the specific matters in such Claim Notice until the liability of Sellers shall have been determined pursuant to this Article VIII, and Sellers shall have reimbursed all Buyer Group Members for the full amount of such breach or of Losses and Expenses that are payable with respect to such Claim Notice, in accordance with and subject to the events, circumstances or conditions constituting or resulting limitations set forth in such breachthis Article VIII. (d) No claims for Losses and Expenses for which Buyer Group Members are determined to be entitled to indemnification pursuant to Section 8.1(a) shall be satisfied and paid from the Escrow Fund. (e) Anything herein All claims for Losses and Expenses for which Buyer Group Members are determined to be entitled to indemnification pursuant to Section 8.1(b) shall be satisfied and paid solely from the Escrow Fund pursuant to the contrary notwithstandingterms of the Escrow Agreement, obligations except in respect of fraud by any Seller. (f) Notwithstanding anything contained in this Agreement to the contrary, from and after the Closing Date, the maximum aggregate liability of any Seller under Section 10.1, 10.2, 10.7 and Section 10.13 pursuant to this Article VIII shall not be subject to exceed the monetary limitation set forth in Section 11.1(b) or amount of the 20% Cap or the net Purchase Price Cap in Section 11.1(c)actually received by such Seller.

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after the Closing, shall and subject to the provisions of this Article IX, Sellers jointly and severally (except as expressly provided in this Article IX) agree to pay and to indemnify and fully, hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers defend each Purchaser Indemnified Parties”) Party from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result ofProceedings, charges, complaints, Judgments, decrees, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, Taxes, Liens, losses, expenses and fees, including court costs and reasonable attorneys’ fees and expenses (collectively, “Damages”), arising out of or arising from, relating to: (ia) the any inaccuracy in or breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless of the aggregate amount Company or Sellers contained in this Agreement; (b) any breach of any covenant or agreement of Sellers contained in Sections 2.03 (Working Capital Adjustment), 2.06 (Allocation of Purchase Price), 5.04 (Publicity), 5.08 (Financial Information Cooperation), 5.09 (Non-Competition Undertaking), 10.01 (Transaction Expenses), 10.14 (Transfer Taxes) and this Article IX of this Agreement; or (c) all such Indemnifiable Losses incurred Liabilities for Taxes of the Company, Holding or suffered by Sellers arising with respect to periods (or partial periods) prior to and including the Buyers Indemnified Parties exceeds $700,000Closing Date, in which event and (d) the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000Excluded Liabilities and the Claw-Back Liabilities; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining whether there is an inaccuracy or breach in Sellers’ or the 20% Cap. SellerCompany’s aggregate liability in respect of claims for representations and warranties and, therefore, any indemnification obligation under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”Section 9.01(a), except that Sellers’ aggregate liability all qualifications as to materiality contained in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties such representations and warranties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachignored. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to the terms and conditions of this Article 116, Sellerseach Seller Indemnitor, from severally and after Closingnot jointly, shall indemnify based on such Seller Indemnitor’s Indemnity Pro Rata Percentage, will indemnify, defend and hold harmless BuyersBuyer, the Company, each of their respective Subsidiaries, each of their respective Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives successors and assigns (collectively, the “Buyers Indemnified PartiesBuyer Indemnitees”) from and against the entirety of any and all Indemnifiable Losses Adverse Consequences that any Buyer Indemnitee may suffer or incur (provided that an indemnification claim with respect to such Buyers Indemnified Party incurs as a result Adverse Consequence is made pursuant to this Article 6 prior to the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or arising from, caused by (i) the any breach or inaccuracy of any of the representations representation or warranties warranty made by Sellers in this Agreement, Article 3 or (ii) any breach or non-fulfillment of any covenants covenant or other agreements made by Sellers agreement of the Company, any of its Subsidiaries, or the Representative in this Agreement. (b) Subject to the terms and conditions of this Article 6, (iii) any of the each Seller Indemnitor, severally and not jointly, based on such Seller Indemnitor’s Indemnity Pro Rata Percentage, agrees that they shall pay and otherwise fully satisfy and discharge all Designated Excluded Liabilities, and (iv) shall severally and not jointly, based on such Seller Indemnitor’s Indemnity Pro Rata Percentage, indemnify, defend and hold all Buyer Indemnitees harmless from, and shall reimburse all Buyer Indemnitees for, all Adverse Consequences that any fraud, willful misconduct Buyer Indemnitee may suffer or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;incur in connection with any Designated Excluded Liabilities. (bc) Sellers Subject to the terms and conditions of this Article 6, each Seller, severally and not jointly, will have no obligation indemnify, defend and hold harmless the Buyer Indemnitees from and against the entirety of any Adverse Consequences that any Buyer Indemnitee may suffer or incur (provided that an indemnification claim with respect to indemnify the Buyers Indemnified Parties such Adverse Consequence is made pursuant to Section 11.1(a)(ithis Article 6 prior to the end of any applicable survival period) resulting from, arising out of, relating to, in respect of Indemnifiable Losses arising from the breach nature of, or caused by (i) any breach or inaccuracy in, of any representation or warranty described therein unless the aggregate amount of all made by such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth Seller in Section 4.1 2.1 or (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Titleii) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty covenant or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, agreement of such breach or of the events, circumstances or conditions constituting or resulting Seller in such breachthis Agreement. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. Subject to the terms and conditions of this Section, each of the Sellers, jointly and severally, agrees to indemnify, defend and hold harmless Buyer and any parent, subsidiary or affiliate companies of Buyer, including, without limitation, each of the Transferred Subsidiaries (hereinafter the "Buyer Companies"), from and against all demands, claims, actions or causes of action, 133 140 assessments, payments, losses, damages, liabilities, environmental clean-up, restoration and natural resource damages costs, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and expenses (collectively "Damages") asserted against, resulting to, imposed upon or incurred by the Buyer Companies or any member thereof, by reason of or resulting from: (a) Subject to Article 11any costs, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees expenses or other representatives liabilities (collectively, “Buyers Indemnified Parties”including Taxes) from and against of Sellers or any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, of the Transferred Subsidiaries arising out of or arising from, relating (i) to the Non-Filter Businesses or any other activities unrelated to the conduct of the Filter Business; or (ii) the transfers of the Non-Filter Businesses and other transactions referred to in Section 6.08; (b) any liabilities of Sellers or any of the Transferred Subsidiaries which are Excluded Liabilities; (c) any liabilities of any of the Transferred Subsidiaries to any of its officers and directors who have resigned pursuant to the provisions of this Agreement and who do not continue in the employment of the Transferred Subsidiaries immediately after the Closing Date; (d) any liabilities for payment to current or former employees of any of the Transferred Subsidiaries of pension benefits payable to such employees under the terms of the Master 134 141 Defined Benefit Plan or of retirement benefits payable to such employees under the terms of the Master 401(k) Plan; (e) any breach by any of the Sellers or the Transferred Subsidiaries of any of their respective covenants contained herein; (f) any breach of any of the representations Title Warranties or warranties the Tax Warranties; and (g) a breach of any representation or warranty of Sellers (other than the Title Warranties and the Tax Warranties) contained in or made by Sellers in pursuant to this Agreement. For purposes of this Agreement, (iithe claims described in Section 11.03(a) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreementthrough and including Section 11.03(g) and Section 11.04(a), (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) and (c) shall be referred to individually as a "Claim" and collectively as "Claims". The obligation of Sellers will to indemnify and hold Buyer harmless from and against any Damages incurred as a result of Claims described in Sections 11.03(a) through and including 11.03(f) hereof shall apply with respect to the full amount of any and all Damages incurred by Buyer and the Buyer Companies as a result of such Claims. With respect to Damages incurred by Buyer or any member of the Buyer Companies and arising from any Claim or Claims described in Section 11.03(g) hereof, Sellers shall have no liability or obligation to indemnify and hold Buyer or any member of the Buyer Companies harmless from any Damages incurred by Buyer or any member of the Buyer Companies except to the extent that the aggregate amount of the Damages incurred by Buyer and the Buyer Companies arising from any such Claim or from all prior Claims described solely in Section 11.03(g) hereof, exceeds One Million Five Hundred Thousand Dollars ($1,500,000) and then, only to the extent that the amount of such Damages exceeds One Million Five Hundred Thousand Dollars ($1,500,000). Notwithstanding anything to the contrary contained in this Section 11.03, Sellers shall have no obligation to indemnify Buyer or the Buyers Indemnified Parties pursuant Buyer Companies with respect to any Damages incurred as a result of Claims described in Section 11.1(a)(i11.03(g) in respect of Indemnifiable Losses arising from hereof to the breach of, or inaccuracy in, any representation or warranty described therein unless extent that the aggregate amount of all such Indemnifiable Losses the Damages incurred by Buyer or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event Buyer Companies with respect to the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth Claims described solely in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title11.03(g) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate hereof exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of Twenty Five Million Dollars (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c$25,000,000).

Indemnification by Sellers. (a) Subject to the terms and conditions of this Article 11VIII, Sellersif the Closing occurs, from Sellers jointly and after Closingseverally shall indemnify, shall indemnify defend, and hold harmless Buyers, Buyers and their Affiliates, and its and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives Representatives (including each of the foregoing Person’s successors and permitted assigns) (collectively, the “Buyers Buyer Indemnified Parties”) ), from and against against, for and in respect of the full amounts (including any accrued interest) of, and shall pay and reimburse each of them for, any and all Indemnifiable Losses suffered, sustained, incurred or required to be paid at any time from and after the Closing by the Buyer Indemnified Parties, to the extent based upon, arising out of, resulting from or because of: (a) any breach or inaccuracy of any of the Seller Surviving Representations; (b) any breach or default in, or failure of any Seller to carry out, perform, satisfy and discharge, any of its covenants, agreements or obligations under this Agreement, the Closing Documents or any other certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement; (c) any Excluded Liability; (d) as provided by Section 5.13(c)(B), any uncured breach or default by any Seller of any Real Property Lease or Third Party Lease that such Buyers is disclosed in a Lease Estoppel or Seller Estoppel; (e) any enforcement of this Article VIII resulting from the failure of any Seller to indemnify any Buyer Indemnified Party incurs as a result of, in accordance with the terms hereof; (f) any breach or arising from, (i) the breach inaccuracy of any of the representations and warranties of TCFS Holdings, Inc. and SSP BevCo, LLC made in any of the Divisive Merger Unit Purchase Agreements or warranties made any breach or default in, or failure of either TCFS Holdings, Inc. or SSP BevCo, LLC to carry out, perform, satisfy and discharge, any of its covenants, agreements or obligations under any of the Divisive Merger Unit Purchase Agreements; (g) (i) any Third Party Claim brought by Sellers in this Agreementor on behalf of any Supertest Party based upon, arising out of, resulting from or because of the acts or omissions of any Seller or any of its Affiliates with respect to the Sunoco Supertest Properties, including any Third Party Claim by any Supertest Party pursuant to Section 11 of the Supertest Master Lease and (ii) any breach Third Party Claim by or non-fulfillment on behalf of any covenants Supertest Party based upon, arising out of, resulting from or other agreements made because of a default under the Supertest Master Lease by Sellers in this Agreement, (iii) any Seller or any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarAffiliates; and (ch) Sellers’ the failure of the Specified Landlord to have to have fee simple title to, or any defect or infirmity in the Specified Landlord’s title to, the Specified Leased Property in the aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal up to the product Assigned Drop Value of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach Specified Leased Property plus all reasonable out of representations, warranties pocket costs and covenants other than the Sellers Fundamental Representationsexpenses incurred by any Indemnified Party in connection therewith; provided, however, if that in no event will Sellers have any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification obligations under this Agreement will not exceed an amount equal to Article VIII, from and after the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapEnvironmental Liability Assumption Date for any Assumed Environmental Liabilities. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject From and after the Closing, subject to Article 11the limitations set forth in Section 8.7, each of Sellers, from jointly and after Closingseverally, shall agree to indemnify and hold Buyer harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of(not covered and paid by insurance) paid, suffered or incurred by Buyer in connection with or arising from, : (i) the any inaccuracy in or breach of any representation and warranty of the representations or warranties made by Sellers contained in this Agreement; provided, however, that any such claim may be made only during the Applicable Survival Period of the representation and warranty in question, and to the extent that a claim under this Section 8.2(a)(i) arises out of or relates to facts and circumstances that would entitle Buyer to assert a valid claim of indemnification under Section 8.2(a)(iii) below, such claim must, and may only, be asserted pursuant to Section 8.2(a)(iii) below and, provided further that, no claim for indemnification may be made under this Section 8.2(a)(i) to the extent such claim for indemnification is for a Legacy Liability, it being the intention of the Parties that any such claim for indemnification be subject to the limitations on indemnification contained in Section 8.7; (ii) any breach by Sellers or non-fulfillment the Company (prior to the Closing) of, or failure by Sellers or the Company (prior to the Closing) to perform, any of any their respective covenants or other agreements made by Sellers obligations contained in this Agreement, ; (iii) any Losses of the Excluded Liabilities, and Company or Buyer related to Legacy Liabilities (subject to Section 8.7); and (iv) any fraud, willful misconduct Losses of the Company or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation Buyer related to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000Bad Boy Acts; provided, however, that the foregoing limitation will not apply Parties’ indemnity obligations with respect to Taxes shall be governed by Section 5.1, rather than by this Article VIII. (b) The indemnification provided for in Section 8.2(a) shall terminate as follows: (x) with respect to claims for indemnification pursuant to Section 11.1(a)(ibreaches of representations and warranties, other than the Seller Fundamental Representations, 18 months after the Closing Date; and (y) in respect the case of breaches ofany claim made under Section 8.2(a)(ii), or inaccuracies in, representations the survival period applicable to the covenant and warranties agreement in question as set forth in Section 4.1 8.1(b); and (Organization; Capacityz) with respect to any claim for breach of a Seller Fundamental Representation, or any claim made under Section 8.2(a)(iii) or 8.2(a)(iv), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities survival period as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability Section 8.1(a), and, in respect of each case, no new claims for indemnification shall be made by any Buyer under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”)Section 8.2 thereafter, except that Sellers’ aggregate liability the indemnification by Sellers shall continue as to any Losses of which any Buyer has validly given a Claim Notice to Sellers in respect accordance with the requirements of claims pursuant to Section 11.1(a)(iii) shall not be subject 8.4 or 8.6, as applicable, on or prior to the 20% Cap date that is the applicable date referred to in clauses (x), (y) or (z) of this Section 8.2(b), as to which the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties obligation of Sellers shall be entitled to indemnification under this Agreement continue solely with respect to any breach the specific matters in such Claim Notice until the liability of any representationSellers shall have been determined pursuant to this Article VIII, warranty or covenant if any officer, director or equity holder of and Sellers shall have reimbursed Buyer or its affiliates had actual knowledge, at any time prior to for the Closing, full amount of such breach or of the eventsLosses, circumstances or conditions constituting or resulting if any, that are payable with respect to such Claim Notice in such breachaccordance with this Article VIII. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11the provisions of -------------------------- Sections 9.1, Sellers10.3, from and after Closing10.4 hereof, the Sellers shall indemnify and hold harmless BuyersBuyer and Buyer Subsidiary for (a) any and all monetary damages, their Affiliatescharges, losses, deficiencies, liabilities, obligations, costs, fees, and their respective equity holdersexpenses (including, managerswithout limitation, members, officers, directors, principals, attorneys, agents, employees reasonable fees and disbursements of counsel incident to the enforcement of rights under Section 10.1 or other representatives 10.2 hereof) (collectively, “Buyers Indemnified Parties”"Damages") resulting from and against or relating to any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result ofbreach by the Sellers of any representation, warranty, covenant, or arising from, (i) the breach of any of the representations or warranties agreement made by the Sellers in this Agreement, (b)(i) any Taxes of CNL with respect to taxable periods ending on or before the Closing Date; (ii) any breach Taxes imposed on or non-fulfillment in respect of any covenants or other agreements made by Sellers in this Agreement, CNL with respect to taxable periods including but not ending on the Closing Date which are allocable to the portion of such taxable period ending on the Closing Date; and (iii) any Taxes imposed on or in respect of any corporation (other than any Taxes imposed on CNL or Buyer or any affiliate of Buyer for any Tax period) with which CNL filed a Tax Return on a combined or consolidated basis for any taxable period that includes the Closing Date, or that ends on, as of the Excluded Liabilitiesclose of or before the Closing Date (including, without limitation, any Taxes for which CNL would be liable pursuant to the provisions of Treasury Regulation Section 1.1502-6), and (ivc) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; Direct Economic Loss (bas defined below) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to Buyer as a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion result of the Purchase Price allocable to such Facility rejection by Charter or Facilities as set forth in Schedule 2.6 for purposes ILIC of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder a recommendation of Buyer or its affiliates had actual knowledgeBuyer Subsidiary, at any time prior as the case may be (a "Recommendation"), pursuant to the Closing, of such breach or Article II(D) of the eventsCharter Coinsurance Agreement, circumstances Article II(D) of the ILIC Coinsurance Agreement or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(cArticle II(D).

Indemnification by Sellers. (a) Subject to Article 11, Sellersthe provisions and limitations of this Article, from and after Closingthe Closing Date, each Seller, jointly-and-severally, shall indemnify and hold harmless Buyers, their Affiliates, Purchaser and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives its Affiliates (collectively, “Buyers the "Purchaser Indemnified Parties”") from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result ofTaxes, claims, liabilities, damages, losses, demands, obligations, deficiencies, costs, and expenses of any nature whatsoever, including, without limitation, reasonable attorneys' fees, accountants' fees, or diminution in value, and all costs of investigation, and other expenses of defending any actions or claims, amounts of judgment and amounts paid in settlement, whether or not involving a third party claim, together with interest thereon at the rate provided by Law, compounded annually from the date incurred until paid (collectively referred to as the "Damages"), suffered by such Purchaser Indemnified Parties resulting from or arising from, out of (i) the any breach of any of the representations or warranties made by Sellers in this AgreementAgreement or in any document executed in connection herewith, (ii) any breach or non-fulfillment nonfulfillment of any covenants or other agreements made by Sellers in this AgreementAgreement or in any document executed in connection herewith, or (iii) any of event arising from the Excluded Liabilitiesoperation and ownership of, and or conditions occurring with respect to, Partnership or the Business (ivincluding but not limited to the Hospital) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;before 11:59 p.m. on the Closing Date (each claim made by the Purchaser Indemnified Parties pursuant to this Section 9.2(a) shall be a "Purchaser Claim"). (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers The Purchaser Indemnified Parties shall not be entitled to seek assert any Purchaser Claim for indemnification under pursuant to this Section 11.1(a)(i) for all claims over $350,0009.2 after the dates provided in Section 9.1; provided, however, that the foregoing limitation will not apply if on or prior to claims for indemnification such date a Notice of Claim (as defined below) shall have been given pursuant to Section 11.1(a)(i) in respect of breaches of9.4 hereof for such indemnification, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant Purchaser Indemnified Parties shall continue to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point have the right to be indemnified shall apply with respect to all claims from the first dollar; andsuch Purchaser Claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article. (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations All Purchaser Claims shall be applied only to the portion net of any insurance proceeds actually received as a result of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 matter for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for which indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Capis claimed. (d) Anything herein Sellers shall have no recourse against Partnership in the event the Sellers are required to indemnify the contrary notwithstanding, no Buyer Purchaser Indemnified Parties shall be entitled pursuant to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachAgreement. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from Sellers shall jointly and after Closing, shall severally indemnify and hold harmless Buyers, their Purchaser and its Affiliates, and their respective equity holders, managers, members, officers, managers, directors, principals, attorneysemployees, agents, employees or "control persons" and other representatives (collectively, “Buyers "Seller Indemnified Parties”) from and against Persons"), in respect of any and all Indemnifiable Losses that such Buyers incurred by, imposed upon or asserted against any Seller Indemnified Party incurs as a result of, or arising from, Person in connection with: (ia) the breach of any of the representations representation or warranties warranty made by Sellers (or any of them) in this Agreement, (ii) Agreement or in any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000Transaction Document; provided, however, that (i) no claim for Losses may be brought by any Seller Indemnified Person under this Section 7.2(a) with respect to the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect breach of breaches of, or inaccuracies in, any representations and warranties set forth contained in Section 4.1 (Organization; Capacity), 3.3 through Section 4.2 (Authorization; Noncontravention), 3.16 and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For 3.19 unless and until the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the aggregate amount of such claims in all Losses incurred by the aggregate Seller Indemnified Persons exceeds $20,000 at 100,000, in which point event the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Seller Indemnified Parties Persons shall be entitled to indemnification under this Agreement for any and all Losses in excess of the first $100,000, and (ii) the maximum amount of Losses for which Sellers shall be obligated to indemnify the Seller Indemnified Persons in connection with respect to any breaches of the representations and warranties contained in Section 3.3 through Section 3.5 and Section 3.7 through Section 3.16 and Section 3.19 only shall equal $2,000,000; (b) the material breach of any representationcovenant or other obligation of Sellers (or any of them) contained in this Agreement or in any other Transaction Document, warranty or covenant if any officerincluding, director or equity holder of Buyer or its affiliates had actual knowledgewithout limitation, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 covenants and Section 10.13 shall not be subject to the monetary limitation agreements set forth in Article V; (c) any misrepresentation or inaccuracy contained in any certificate or other statement furnished by or on behalf of Sellers (or any of them) pursuant to this Agreement or any other Transaction Document (provided that, in the event that clause (a) of this Section 11.1(b7.2, on the one hand, and this clause (c), on the other, are applicable to such misrepresentation or inaccuracy, the provisions of clause (a) shall govern); and (d) any Retained Liabilities, including, without limitation, any claims asserted against Purchaser or the 20% Cap or the Purchase Price Cap in Section 11.1(c)any of its Affiliates by third parties with respect thereto.

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closingthe Closing Date, Sellers jointly and severally shall indemnify and hold harmless BuyersPurchaser and its Affiliates (including the Company after the Closing), each of their Affiliatesrespective directors, officers and employees, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives each of the successors and assigns of any of the foregoing (collectively, the “Buyers Purchaser Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result oflosses, claims, deficiencies, liabilities, damages, assessments, judgments, costs and expenses, including reasonable attorneys’, accountants’ and experts’ fees (both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, “Losses”), resulting from or arising from, out of or in connection with: (i) the any breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless by any Seller contained in this Agreement (each of which,other than the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity3.4, Section 3.6(a)(iii)(A), Section 4.2 (Authorization; Noncontravention3.8(a), the introductory paragraph of Section 3.9, Section 3.14(a)(x) and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii3.15(a), (iiifor purposes of this paragraph shall be read as though none of them contains any Company Material Adverse Effect, Parent Material Adverse Effect or other materiality qualifier) and (iv) are not subject to the monetary limitation set forth above extent that a claim therefor is presented to Sellers in accordance with this Section 11.1(b); however, Agreement before such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth terminates in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under accordance with this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap.Agreement; (dii) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if by any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior Seller contained in this Agreement to the Closingextent that a claim therefor is presented to Sellers in accordance with this Agreement before such covenant terminates in accordance with this Agreement; (iii) Excluded Assets; (iv) Retained Liabilities, of such breach to the extent that any claim therefor is presented to Sellers during the **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** period after the Closing Date; (v) any claim or pending litigation, suit or action against the Company or relating to the Acquired Business disclosed in Section 3.17 of the events, circumstances or conditions constituting or resulting in such breach.Disclosure Schedule; (evi) Anything herein any Required Consent Contract Litigation instituted during the **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** period after the Closing Date; or (vii) any and all Actions and demands incident to any of the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) foregoing or the 20% Cap or the Purchase Price Cap in Section 11.1(c)such indemnification.

Indemnification by Sellers. (a) Subject to Sections 7.1 and 7.3(b), and except as otherwise provided in Article 11VIII, SellersSellers hereby agree to jointly and severally indemnify, from and after Closing, shall indemnify defend and hold harmless Buyers, their Affiliates, Acquiror and their respective equity holders, managers, membersits directors, officers, directorsemployees, principalsrepresentatives, attorneysadvisors, agents, agents and Affiliates (other than employees or other representatives of the PEPL Companies) (collectively, “Buyers the "Acquiror Indemnified Parties”") from from, against and against in respect of any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result arising out of, relating to or arising resulting from, directly or indirectly: (i) any breach of any representation or warranty made by Sellers contained in this Agreement; (ii) the breach of any covenant or agreement of the representations or warranties made by Sellers contained in this Agreement; provided, (ii) any breach or non-fulfillment of any covenants or other agreements made by that with respect to the covenant contained in Section 5.14, Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will shall have no obligation to indemnify the Buyers Acquiror Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, for any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by due to Acquiror's decision to voluntarily undertake any of the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000Work; and provided, howeverfurther, that (A) if Sellers refuse to complete the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties Work notwithstanding the covenant set forth in Section 4.1 5.14 or (OrganizationB) if Acquiror or the PEPL Companies are ordered by a Governmental Authority to undertake any investigation or remediation that is encompassed in the Work, and, after giving Sellers reasonable and timely notice of the Governmental Authority's order, the Sellers have refused to undertake such part of the Work encompassed by the Governmental Authority order, then Sellers shall have an obligation to indemnify the Acquiror Indemnified Parties for Losses they reasonably incur with respect to any portion of the Work undertaken by Acquiror or the PEPL Companies under such circumstances; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) any liabilities and expenses attributable to Employee Benefit Plans (other than PEPL Employee Benefit Plans) and Employee Arrangements (other than PEPL Employee Arrangements), except for liabilities and expenses to be paid by Acquiror and/or PEPL pursuant to Section 5.9; (iv) are not subject any liabilities and expenses of the PEPL Companies attributable to the monetary limitation Wattenberg System; (v) any liabilities and expenses attributable to (A) Anadarko Petroleum Corporation v. PanEnergy Pipe Line Company, Panhandle Eastern Pipe Line Company, PanEnergy Corporation and Panhandle Eastern Corporation, et al. (Cause No. 97-25497) and (B) Riverside Pipeline Company, L.P., Kansas Pipeline Partnership, The ▇▇▇▇▇▇ Pipeline Company, Syenergy Pipeline Company, L.P., Kansas Natural Partnership, Kansok Partnership, Riverside Pipeline Partnership and Margasco v. Wolverine Eastern Pipe Line Company (Case No. 97-0642-CV-W-4); provided, that Sellers shall have no obligation to indemnify the Acquiror Indemnified Parties for any Losses pursuant to clause (A) of this Section 7.3(a)(v) in excess of the Losses which would be incurred under the "Order On Compliant" issued October 20, 1998 by the FERC (85 FERC paragraph 61,090) as in effect at the Closing, without giving effect to any subsequent change, modification, or amendment which may be made by the FERC by any subsequent order issued on or after the Closing, unless Acquiror and/or the PEPL Companies have taken all reasonable steps to oppose the issuance of the subsequent order effecting such change, modification or amendment, or, if issued, to seek rehearing of the subsequent order before the FERC or the appeal courts, and despite such efforts such subsequent order remains in full force and effect; (vi) any liabilities and expenses attributable to the contracts set forth above in Section 7.3(a)(vi) of the Disclosure Schedule; (vii) any Environmental Costs and Liabilities attributable to the Superfund Claims; provided, that Acquiror and the PEPL Companies have complied with their obligations under Section 5.17 of this Agreement; (viii) any fines assessed by the Illinois Environmental Protection Agency and actually incurred by the PEPL Companies (after a good faith attempt to obtain a reduction in any assessment) as a result of the currently alleged violations by PEPL of the existing air permit at the Glenarm, IL, compressor station, but not any other costs, expenses, liabilities or obligations of any nature relating thereto, including, without limitation, the costs of any required capital improvements necessary to bring the Glenarm, IL, compressor unit into compliance with current or future air regulation; and (ix) the liability, if any, for customer refunds owed by TGC pursuant to Article VIII ("Provisions Respecting the LNG Terminal") of "the Offer of Settlement" dated July 15, 1992 (the "LNG FERC Settlement") approved by the FERC Order dated August 28, 1992 (60 FERC paragraph 61,209) to the extent such refunds are in fact made in accordance with the LNG FERC Settlement. (b) Sellers shall not be liable to the Acquiror Indemnified Parties for any Losses with respect to the matters enumerated in Sections 7.3(a)(i) unless the Losses therefrom exceed an aggregate amount equal to the Deductible, and then only for such Losses in excess of the Deductible, and only up to an aggregate amount equal to $250 million. For purposes of this Section 7.3 only, the representations and warranties of Sellers contained in this Section 11.1(b); however, such claims Agreement shall be subject read without giving effect to indemnification only when the amount any "Material Adverse Effect" or "materiality" exceptions; provided, that Losses relating to any single breach or series of related breaches of such claims in representations and warranties shall be deemed to not constitute a Loss, and therefore shall not consume the aggregate exceeds Deductible or be indemnifiable hereunder, unless such Losses relating to any single breach or series of related breaches exceed $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and1 million. (c) Sellers’ aggregate liability Notwithstanding any other provision in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal this Agreement to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representationscontrary, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) 7.3 shall not be subject apply to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to any claim of indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior Tax matters. Claims for indemnification with respect to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachTax matters shall be governed by Article VIII. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11the limitations set forth in Section 10.4, Sellersthe Principal ------------ Stockholders, from jointly and after Closingseverally, shall indemnify agree to indemnify, defend and hold harmless BuyersPurchaser, their Affiliates, the Company and their respective equity holders, managers, members, officers, directors, principalsshareholders, attorneys, agentsAffiliates, employees or other representatives and agents (collectively, “Buyers the "Purchaser Indemnified Parties”--------------------- Persons") after the Closing from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, Adverse Consequence ------- arising out of or arising resulting from, : (iA) the breach untruth, inaccuracy or incompleteness as of the date hereof or on the Closing Date of any representation or warranty of the representations or warranties made by Sellers Principal Stockholders contained in this Agreement (or in any document or certificate delivered by the Principal Stockholders pursuant to this Agreement, ) (each a "Purchaser Warranty ------------------ Claim") or (B) the failure by the Principal Stockholders to perform any of their ------ covenants or obligations hereunder; (ii) any breach or non-fulfillment of any covenants brokers' commissions, finders' fees or other agreements made like payments incurred or alleged to have been incurred by Sellers the Company in connection with the sale of the Shares or the consummation of the transactions contemplated by this Agreement, ; and (iii) any Taxes of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;Company as provided in Section 9.3. ----------- (b) Sellers will have no obligation Subject to indemnify the Buyers limitations set forth in Section 10.4, each Seller, ------------ severally, agrees to indemnify, defend and hold harmless the Purchaser Indemnified Parties pursuant to Section 11.1(a)(iPersons after the Closing from and against any Adverse Consequence arising out of or resulting from: (A) in respect the untruth, inaccuracy or incompleteness as of Indemnifiable Losses arising from the breach of, date hereof or inaccuracy in, on the Closing Date of any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred Seller contained in this Agreement (or suffered in any document or certificate delivered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification such Seller pursuant to Section 11.1(a)(ithis Agreement) in respect or (B) the failure by such Seller to perform any of breaches of, his covenants or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarobligations hereunder; and (cii) Sellers’ aggregate liability any brokers' commissions, finders' fees or other like payments incurred or alleged to have been incurred by such Seller in respect connection with the sale of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to his Shares or the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion consummation of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under transactions contemplated by this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapAgreement. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after the Closing, shall indemnify Sellers and hold harmless Buyersthe Shareholders, on behalf of themselves and their respective heirs, successors and assigns, hereby agree, jointly and severally, to indemnify, defend and save Buyer and its Affiliates, and each of their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; shareholders (b) Sellers will have no obligation each a "Buyer Indemnified Party"), forever harmless from and against, and to indemnify the Buyers promptly pay to a Buyer Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, Party or inaccuracy inreimburse a Buyer Indemnified Party for, any representation and all liabilities (whether contingent, fixed or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred unfixed, liquidated or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, unliquidated or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacityotherwise), Section 4.2 obligations, deficiencies, demands, claims, suits, actions, causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (Authorization; Noncontravention)including reasonable fees and expenses of attorneys, accountants and Section 4.4 (Titleother experts) (collectively, “the "Losses") sustained or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the following: 6.1.1 any breach of any covenant, agreement, representation or warranty of Sellers Fundamental Representations”or the Shareholders under this Agreement or any of the Sellers' Agreements, including, without limitation, the noncompetition and confidentiality provisions contained in SECTION 5.6 hereof; 6.1.2 the operation of the Business on or prior to the Closing Date or any liabilities, actions or omissions of Sellers or the Shareholders, whether known or unknown as of the Closing Date, (except for the Assumed Liabilities). For , including, without limiting the avoidance generality of doubtthe foregoing, claims for indemnification pursuant Losses relating, directly or indirectly, to Sections 11.1(a)(ii)(i) Taxes, (ii) wages and salaries, (iii) rents and any other operating or non-operating expenses or liabilities, (iv) are violations or obligations under Environmental Laws, (v) COBRA and (vi) Employee Benefit Plans, it being understood and agreed that Buyer is not subject to assume any liabilities of Sellers of any kind or character, contingent or otherwise, except for the Assumed Liabilities; 6.1.3 any assertion against any Buyer Indemnified Party with respect to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject Excluded Liabilities; 6.1.4 any assertion or recovery against Buyer of any liability under any "bulk sales" or similar law or statute relating to indemnification only when the amount transfer of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollarAssets hereunder; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if 6.1.5 any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in items listed on Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap6.1.5 hereto. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, effective at and after the Closing, (a) Subject to Article 11each of the Sellers hereby, Sellersjointly and severally, from and indemnifies Buyer, its Affiliates (including after Closingthe Effective Time, shall indemnify and hold harmless Buyers, their Affiliates, each member of the Company Group) and their respective equity holders, managers, membersowners, officers, directors, principalsmanagers, attorneysemployees, agents, employees or advisors and other representatives Representatives, successors and assigns (collectively, the “Buyers Buyer Indemnified Parties”) against, and holds the Buyer Indemnified Parties harmless from and against against, any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result arising out of, resulting from or arising fromrelating to any misrepresentation, (i) the inaccuracy in or breach of any of the representations or warranties made of Sellers contained in Article II, except for the Seller Fundamental Warranties; (b) each of the Sellers hereby, severally (and not jointly or jointly and severally, notwithstanding the first paragraph in Article II), indemnifies the Buyer Indemnified Parties against, and holds the Buyer Indemnified Parties harmless from and against, any and all Losses arising out of, resulting from or relating to: (i) any misrepresentation, inaccuracy in or breach of any of the Seller Fundamental Warranties contained in Article II or in the certificate delivered by Sellers in this Agreement, at Closing pursuant to Section 7.02 (to the extent such certificate relates to the Seller Fundamental Warranties pursuant to Article II); (ii) any misrepresentation, inaccuracy in or breach of any of the Seller Fundamental Warranties given by such Seller (which for greater certainty will not include any misrepresentation in or breach of any of the Seller Fundamental Warranties given by any other Seller) pursuant to Article III or in the certificate delivered by such Seller at Closing pursuant to Section 7.02 (to the extent such certificate relates to the Seller Fundamental Warranties pursuant to Article III); (iii) any breach or non-fulfillment of any covenants covenant, agreement or obligation to be performed by the Company (prior to Closing) pursuant to this Agreement; (iv) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Seller pursuant to this Agreement (which for greater certainty will not include any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any other agreements made Seller); (v) any Indebtedness arising prior to the Closing that was not paid at or before the Closing or any Transaction Expenses of any member of the Company Group except to the extent such Indebtedness or Transaction Expenses are taken into account in calculating any adjustment to the Purchase Price; (vi) except to the extent included as Unpaid Taxes in the calculation of the Closing Purchase Price under Section 1.07 or paid by Sellers pursuant to Section 6.04(a) (A) all Taxes of the Sellers, and (B) all Taxes of the Company Group attributable to any Pre-Closing Tax Period (including the portion of a Straddle Period ending on the Closing Date); provided that, notwithstanding the foregoing or anything to the contrary in this Agreement, (iii) Sellers shall not be required to indemnify for any Losses arising out of, resulting from or relating to any assessment or reassessment of the Excluded Liabilities, and (ivfiling of the 111(4)(e) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorsElection; (bvii) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered Fraud committed by the Buyers Indemnified Parties exceeds $700,000, in Company; or (viii) Fraud committed by such Seller (which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation greater certainty will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”include any Fraud committed by any other Seller). For the avoidance purposes of doubt, claims for indemnification pursuant to Sections 11.1(a)(iiSection 9.02(b)(i), (iiiSection 9.02(b)(iii), Section 9.02(b)(v), Section 9.02(b)(vi) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b9.02(b)(vii); however, such claims each Seller shall be subject to indemnification only when severally (and not jointly or jointly and severally, notwithstanding the amount first paragraph in Article II) liable for its or his pro-rata portion of any such claims in the aggregate exceeds $20,000 at which point the right Losses (such pro-rata portion to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. based on each Seller’s aggregate liability in respect respective holdings of claims for indemnification under this Agreement will not exceed an amount equal to Shares on the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(cExecution Date).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closing, shall each Seller hereby agrees to, jointly and severally, indemnify Buyer and hold harmless Buyers, their Affiliates, its Affiliates and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, agents and employees or other representatives (collectively, the “Buyers Buyer Indemnified Parties”) from against, and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising agrees to hold them harmless from, any Loss to the extent such Loss results or arises, whether or not due to a Third-Party Claim, from the following: (i) the breach any failure of any of the representations representation or warranties warranty made by Sellers in this AgreementAgreement or the Ancillary Agreements or a certification required to be delivered hereby or thereby, in each case, to be true and correct as of the Closing Date; (ii) any breach or non-fulfillment by any Seller of any of its covenants or other agreements made by Sellers contained in this Agreement, Agreement or the Ancillary Agreements; or (iii) any of Excluded Liability (collectively, the Excluded Liabilitiesclaims made under clauses (i), (ii) and (iv) any fraudiii), willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;“Buyer Claims”). (b) Sellers will have no obligation to indemnify Notwithstanding the Buyers foregoing, other than in the case of fraud committed by the Sellers, the indemnification in favor of the Buyer Indemnified Parties pursuant contained in Section 13.2(a) above shall be limited to Buyer Claims as to which Buyer has given written notice to the Sellers within the applicable time period set forth in Section 11.1(a)(i) 13.1, in respect of Indemnifiable Losses arising from each case setting forth therein in reasonable detail the breach ofbasis for such Buyer Claim, or inaccuracy in, any representation or warranty described therein unless including a reasonable estimate for the aggregate amount of all Losses to the extent known by Buyer at such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000time; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”)****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to the other provisions of this Article 11, Sellers10, from and after Closing, the Closing Sellers jointly and severally shall indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneysemployees, agents, employees stockholders and Affiliates (including the Business Entities) (the “Buyer Indemnified Parties”) against any loss, liability, claim, damage, Tax, fine, penalty, deficiency, assessment, judgment or other representatives expense (including expenses for investigation and defense and reasonable legal fees and expenses) (collectively, “Buyers Indemnified PartiesLosses”) from and against suffered or incurred by any and all Indemnifiable Losses that such Buyers Buyer Indemnified Party incurs as a result of, to the extent arising out of or arising from, (i) the breach of relating to any of the representations following: (a) a breach of a representation or warranties warranty made by Sellers in this Agreement; provided that Sellers shall have no liability under this Section 10.2(a) for any breach of a representation or warranty unless (i) in the case of all representations and warranties except for the Tax Warranties, the Employee Warranties and the Seller Fundamental Warranties, a written notice of the Buyer Indemnified Party’s claim is delivered to Sellers not later than the close of business on the 18-month anniversary of the Closing Date, and (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any the case of the Excluded LiabilitiesTax Warranties and the Employee Warranties, and (iv) any fraud, willful misconduct or criminal acts a written notice of the Buyer Indemnified Party’s claim is delivered to Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorsnot later than the close of business on the Statute of Limitations Date; (b) a breach of a covenant or obligation of Sellers will contained in this Agreement; provided that Sellers shall have no obligation to indemnify the Buyers Indemnified Parties pursuant to liability under this Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i10.2(b) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, any such breach occurring on or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject prior to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject Closing Date unless a written notice of the Buyer Indemnified Party’s claim is delivered to indemnification only when Sellers not later than the amount close of such claims in business on the aggregate exceeds $20,000 at which point 18-month anniversary of the right to be indemnified shall apply to all claims from the first dollar; andClosing Date; (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant any Pre-Closing Taxes or Loss relating to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its a breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”Section 3.19(f), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap.; (d) Anything herein to each and every item listed on Schedule 3.21 (the contrary notwithstanding“Scheduled Environmental Items”) and any deductibles, no Buyer Indemnified Parties shall be entitled to indemnification self-retentions and co-pays incurred by Buyers under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach.Environmental Policies; or (e) Anything herein any alleged or actual violation of any Antitrust Law relating to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to Acquisition (as defined in the monetary limitation set forth in Section 11.1(bFTC Order) or the 20% Cap sale of any product (“Product”) of or by the Purchase Price Cap in Section 11.1(cSeller Parent, the Sellers, or any of their respective Affiliates (including the Business Entities), which sale occurred on or between February 29, 2008, and the Closing (the “Period”), as well as the sale of any product of which a Product, sold during the Period, is a part or within which such Product is included.

Indemnification by Sellers. (a) Subject to the provisions of this Article 11, SellersVIII, from and after the Closing, shall Sellers agree to defend, indemnify and hold harmless BuyersPurchaser and its Affiliates, and, if applicable, their Affiliates, and their respective equity holders, managers, membersdirectors, officers, directors, principals, attorneys, agents, employees or other representatives employees, successors and assigns, each in their capacity as such (collectively, the “Buyers Purchaser Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, to the extent arising or arising from, resulting from (i) the breach of any of the representations or warranties made by Sellers in this AgreementRetained Liability other than a [REDACTED], (ii) any breach or non-fulfillment by a Seller of any of its covenants or other agreements made by Sellers contained in this Agreement, (iii) any breach of any representation or warranty of Sellers contained in this Agreement as of the Excluded Liabilitiesdate of this Agreement or as of the Closing Date (or for any representation or warranty specifically made as of an earlier date, and as of such earlier date), (iv) any fraud, willful misconduct Transfer Taxes for which Sellers are responsible pursuant to Section 10.8(a) or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;(v) [REDACTED]). (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) For purposes of determining whether there has been any breach or inaccuracy in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Sellers entitling a Purchaser Indemnified Party to indemnification for Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to this Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention)8.1, and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance for purposes of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when calculating the amount of such claims in the aggregate exceeds $20,000 at any Losses to which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect a Purchaser Indemnified Party is entitled as a result of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of or inaccuracy, such representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject deemed qualified or limited by any “material”, “materially”, “materiality”, “Material Adverse Effect” or other similar materiality qualification or limitation, including references to the 20% Cap or the Purchase Price Capdollar amounts. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellersthe provisions of this Section 10, from and after the Closing, each Seller, severally, and not joint or joint and severally, shall reimburse, indemnify and hold harmless Buyersthe Purchaser Indemnitees (as defined below) in respect of any actual loss, their liability, damage or expense (individually a “Loss” and collectively “Losses”) suffered or incurred by Purchaser or any of its Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives agents (collectively, the “Buyers Indemnified PartiesPurchaser Indemnitees”) to the extent such Loss results from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, arises out of (i) the a breach by such Seller of any a representation or warranty of the representations such Seller contained in Section 3 or warranties made by Sellers in this Agreement, (ii) any breach non-fulfillment or non-fulfillment performance on the part of such Seller of any covenants covenant or other agreements made by Sellers agreement contained in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation Agreement applicable to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”)Seller. For the avoidance of doubt, claims each Seller shall be liable and responsible for indemnification pursuant under this Section 10.2(a) only if and to Sections 11.1(a)(iithe extent that such Seller breaches or violates, or has breached or violated, such a representation, warranty or covenant. (b) Subject to the provisions of this Section 10, from and after the Closing, each Seller, severally, and not joint or joint and severally (on a pro rata basis according to each Seller’s Percentage Interest), shall indemnify the Purchaser Indemnitees against any Losses suffered by the Purchaser Indemnitees to the extent such a Loss results from or arises out of (i) a breach of any representation or warranty of the Company contained in Section 4, or (ii) any non-fulfillment or non-performance on the part of the Company of any covenant or agreement contained in this Agreement. (c) Subject to the provisions of this Section 10, each Seller, severally, and not joint or joint and severally (on a pro rata basis according to each Seller’s Percentage Interest), shall indemnify the Purchaser Indemnitees against any Losses suffered by the Purchaser Indemnitees to the extent such a Loss results from or arises out of the Specified Dispute. Notwithstanding the foregoing, the aggregate liability of Sellers to Purchaser Indemnitees under this Section 10.2(c) shall be paid as follows and shall in no event exceed, in the aggregate, the following amounts: (i) first, from the Specified Escrow, the One Million Four Hundred Thousand U.S. Dollars ($1,400,000) in cash deducted from the Closing Cash Payment; (ii) second, from the Specified Escrow, the shares of common stock of Purchaser deducted from the Equity Payment; and (iii) third, from the Specified Escrow or if otherwise due and payable hereunder after the Specified Escrow is released, the Six Hundred Thousand U.S. Dollars (iv$600,000) in cash deducted from the Earnout Payments, if any. (d) Subject to the provisions of this Section 10, the Sellers, severally, and not joint or jointly and severally, shall indemnify the Purchaser Indemnitees against any Losses suffered by the Purchaser Indemnitees to the extent such a Loss results from or arises out of any Company Tax for or attributable to any Pre-Closing Tax Period. (e) No Seller shall have any liability to the Purchaser Indemnitees under Section 10.2(b)(i) unless the aggregate of all Losses relating to a breach of any representation or warranty of the Company contained in this Agreement would exceed on a cumulative basis an amount equal to Two Hundred Fifty Thousand U.S. Dollars ($250,000) (the “Deductible”), and then only to the extent such Losses exceed the Deductible. (f) The aggregate liability of Sellers to Purchaser Indemnitees under Section 10.2(b)(i) relating to a breach of any representation or warranty of the Company or a Seller contained in this Agreement shall in no event exceed, in the aggregate, at any time an amount equal to the Escrow Funds (disregarding any interest accrued on the Escrow Amount) (the “Cap”). (g) The Deductible and the Cap shall not be applicable for Losses resulting from fraud or a breach of a Fundamental Representation, which shall be capped at the Aggregate Closing Consideration. (h) In no event shall any Seller’s liability for indemnification obligations under Section 10 or otherwise under this Agreement, exceed the gross transaction proceeds payable to such Seller pursuant to Section 1.1 (taking into account any adjustments as set forth in Section 1.2) with respect to the sale of such Seller’s Units. (i) Solely for purposes of calculation of Losses, and not for determining inaccuracy or breach, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect, or other similar qualification contained in or otherwise applicable to such representation or warranty. (j) All payments under this Section 10.2 shall be treated by the Parties as an adjustment to the proceeds received by the Sellers pursuant to Section 1. (k) Any indemnification of the Purchaser Indemnitees pursuant to Section 10.2(a) shall be effected by the applicable Seller’s or Sellers’ (severally and not joint or joint and severally) delivery to Purchaser of a wire transfer or transfers of immediately available funds in an aggregate amount equal to the amount due to Purchaser. (l) Any indemnification of the Purchaser Indemnitees pursuant to Section 10.2(b) shall be made first against the Escrow Funds in accordance with the terms of the Escrow Agreement. In the event valid claims by Purchaser Indemnitees pursuant to Section 10.2(b) that are not subject to the monetary limitation set forth above in this Cap exceed the Escrow Funds, to the extent of such excess, indemnification of the Purchaser Indemnitees pursuant to Section 11.1(b); however, 10.2(b) with respect to such claims shall be subject made against each Seller on a several, and not joint or joint and several, basis, and in accordance with each Seller’s Percentage Interest. (m) The Escrow Amount (to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right extent not otherwise paid out pursuant to Section 10.2(k) above) shall be indemnified shall apply to all claims released from the first dollar; andEscrow Account as follows: (ci) Sellers’ aggregate liability in respect One (1) business day after the date that is twelve (12) months after the date of claims for indemnification pursuant this Agreement, Purchaser and the Seller Representative shall instruct the Escrow Agent to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed pay to the Sellers as set forth on the Consideration Allocation Schedule, an amount equal to the product of (x) twenty percent (20%) times (yA) the Purchase Price amount then held in the Escrow Account, minus (B) the “20% Cap”) for its breach aggregate amount of representationsclaims validly made and then pending against the Escrow Account. With respect to any validly made and then pending claims referred to in the preceding sentence, warranties promptly following resolution of any such claims, Purchaser and covenants other than the Seller Representative shall instruct the Escrow Agent to pay to the Sellers Fundamental Representations; provided, howeverthe amount, if any any, of such breach of representation or warranty is specific claim which has not been paid to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only Purchaser in connection with such resolution and which would have been paid to the portion of Sellers if the Purchase Price allocable claim had been resolved prior to such Facility or Facilities as the date set forth in Schedule 2.6 for purposes the first sentence of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Capparagraph. (dii) Anything herein In addition, all interest earned on the Escrow Funds shall be solely for the account of the Sellers and shall be paid to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to Sellers upon the Closing, of such breach or release of the events, circumstances Escrow Funds without any offset or conditions constituting or resulting in such breachdeduction. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (ai) Subject Each of the Sellers and the Offshore Party hereby jointly and severally agree to Article 11defend, Sellers, from and after Closing, shall indemnify and hold harmless Buyersand indemnify the Purchasers, their Affiliates, respective Affiliates and their respective equity holders, managers, membersemployees, officers, directors, principalsstockholders, attorneys, agents, employees or other partners and representatives (collectively, the “Buyers Purchaser Indemnified Parties”) from and against any losses, assessments, Liabilities, claims, damages, costs and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, expenses (including without limitation reasonable attorneys’ fees and disbursements) (“Losses”) which arise out of or arising from, relate to: (i1) the any breach of any of the representations and warranties of the Offshore Party and the Sellers or warranties made by Sellers their respective Affiliates contained in this Agreement, ; (ii2) any breach or non-fulfillment performance of any covenants or other agreements made by of the Offshore Party and the Sellers or their respective Affiliates contained in this Agreement, ; (iii3) any of the Excluded Liabilities, Non-Compliance Liabilities and (iv4) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; Excluded IP Liabilities (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by collectively the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000“Purchasers’ Losses”); provided, however, that the foregoing limitation will Offshore Party and the Sellers shall not apply have any obligation so to claims for indemnification indemnify the Purchaser Indemnified Parties on account of any breach of any representation or warranty pursuant to Section 11.1(a)(i11.13(A)(i)(1) and/or on account of any Excluded Non-Compliance Liabilities pursuant to Section 11.13(A)(3) unless and until the Purchasers’ Losses paid, incurred, suffered or accrued by the Purchaser Indemnified Parties on account of all such breaches of representations and warranties and/or indemnification exceed US$150,000 in the aggregate (the “Threshold Amount”), in which event the Purchaser Indemnified Parties will be entitled to such indemnification only in respect of breaches ofthose Purchasers’ Losses in excess of the Threshold Amount. Notwithstanding the foregoing, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified no Threshold Amount shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representationthe representations of the Offshore Party and the Sellers contained in Sections 5.1(A), warranty 5.1(F)(i) and 5.1(M) or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to a claim for indemnification hereunder to the Closing, of such extent a breach or results from fraud on the part of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) Offshore Party or the 20% Cap or the Purchase Price Cap in Section 11.1(c)Sellers.

Indemnification by Sellers. (a) Subject to Article 11Each of the Sellers shall, Sellersjointly and severally, from and after Closing, shall indemnify and hold harmless BuyersIXL, their Affiliates, Buyer and their respective equity holders, managers, members, officersshareholders, directors, principals, attorneys, agents, officers and employees or other representatives (collectively, “Buyers the "Buyer Indemnified Parties”") harmless from and against against, and agree to defend promptly each of the Buyer Indemnified Parties from and reimburse each of the Buyer Indemnified Parties for, any and all Indemnifiable Losses losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including reasonable attorneys' fees and other legal costs and expenses) (collectively, a "Buyer Loss") that such Buyers any of the Buyer Indemnified Party incurs Parties may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any representations and warranties made by Design or Stockholders in or pursuant hereto, or in any instrument, certificate or affidavit delivered by any of them at the Closing in accordance with the provisions hereof; (ii) any failure by any of Sellers to carry out, perform, satisfy and discharge any of their respective covenants, agreements, undertakings, liabilities or obligations hereunder or under any of the documents and materials delivered by Sellers pursuant hereto; (iii) the Retained Liabilities; and (iv) any suit, action or other proceeding arising out of, or arising fromin any way related to, any of the matters referred to in this Section 6.2(a). (b) Notwithstanding any other provision to the contrary Sellers shall not have any liability under Section 6.2(a)(i) above (i) unless the breach aggregate of any all Buyer Losses for which Sellers would be liable but for this sentence exceeds, on a cumulative basis, an amount equal to $50,000, and then only to the extent of the representations or warranties made by Sellers in this Agreementsuch excess, (ii) any breach or non-fulfillment for amounts in excess of any covenants or other agreements made by Sellers $1,050,000 in this Agreementthe aggregate, and (iii) any unless a claim has been asserted with respect to the matters set forth in Section 6.2(a)(i), or 6.2(a)(iv) to the extent applicable to Section 6.2(a)(i), within two years of the Excluded Liabilitiesdate hereof, and (iv) any fraudexcept with respect to the matters arising under Sections 2.18, willful misconduct 2.19, 2.20 or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,0002.23 hereof, in which event IXL must have asserted a claim within the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect applicable statute of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Caplimitations. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to the further provisions of this Article 11VIII, SellersSellers (notwithstanding any transfer(s) of the shares of Participating Preferred Shares or shares of a21 Common Stock) will indemnify, from and after Closing, shall indemnify defend and hold harmless BuyersBuyer, Buyer's Affiliates and their Affiliatesrespective directors, officers, shareholders, partners, attorneys, accountants, agents and employees (other than the Applicable Employees), and their respective equity holdersheirs, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives successors and assigns (collectively, “Buyers the "Buyer Indemnified Parties”) from "), from, against and in respect of all Losses imposed on, sustained, incurred or suffered by or asserted against any and all Indemnifiable Losses that such Buyers of Buyer Indemnified Party incurs as a result ofParties, directly or indirectly relating to or arising from, (i) the breach out of any of the representations following (collectively, "Buyer Losses"): (i) any fact or warranties made by Sellers in this Agreement, circumstance that constitutes a failure or breach of any representation or warranty of any Seller or the Company contained herein; (ii) any act or omission that constitutes a breach or non-fulfillment of any covenants covenant or other agreements made by Sellers in this Agreement, agreement of any Seller or the Company contained herein; (iii) any of Taxes payable by the Excluded LiabilitiesCompany for any period through and including the Closing Date, including any Taxes for any period which includes, but does not end on, the Closing Date, allocated as provided in Section 2.4(g), other than Taxes set forth on the Closing Balance Sheet and other than Pre-Closing Taxes paid in accordance with Section 2.4(f)(ii); and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;Any Taxes payable by the Company described in Schedule 3.16(b) hereof. (b) Notwithstanding the foregoing, Sellers will have no obligation not be liable for any Buyer Loss unless a Buyer Indemnified Party gives Sellers notice of a claim for indemnification therefor within the applicable survival period provided by Section 10.4. Moreover, except as provided in the immediately following sentence, Sellers will not be liable for any Buyer Loss referred to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(iin Sections 8.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless 8.1(a)(ii) unless: (i) the aggregate amount of all such Indemnifiable Buyer Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall 75,000; and then Sellers will be entitled to seek indemnification under Section 11.1(a)(i) liable for all claims over such Losses, including the first $350,00075,000 thereof; provided, however, that in no event will Sellers' aggregate liability for all Buyer Losses referred to in Sections 8.1(a)(i) and 8.1(a)(ii) exceed 75% of the foregoing limitation Purchase Price (including any Contingent Payments). Notwithstanding the foregoing,(i) the limitations contained in the immediately preceding sentence will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches any Buyer Loss arising out of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of : (x) twenty percent any failure or breach of a representation or warranty contained in Sections 3.2, 3.3(b), 3.16 or 4.1; or (20%z) times any intentional fraud committed by the Company or any Seller, and (yii) the Purchase Price (limitations contained in the “20% Cap”) for its immediately preceding sentence will not apply to any Buyer Loss arising our of any failure or breach of representationsa representation or warranty contained in Section 3.18, warranties and covenants other than but instead the Sellers Fundamental Representationswill not be liable for any Buyer Loss referred to in Sections 8.1(a)(i) unless such Losses exceed $1.00; and then Sellers will be liable for all such Losses, including the first $1.00 thereof; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth that in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s no event will Sellers' aggregate liability for all such Losses referred to in respect of claims for indemnification under this Agreement will not Sections 8.1(a)(i) exceed an amount equal to the Purchase Price (the “Purchase Price Cap”including any Contingent Payments), except that Sellers’ . In no event will Seller's aggregate liability in respect of claims pursuant to under this Section 11.1(a)(iii) shall not be subject to the 20% Cap or 8.1 exceed the Purchase Price Cap(including any Contingent Payments). (dc) Anything herein Notwithstanding the foregoing, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇ are only liable for Buyer Losses to the contrary notwithstandingextent of their Percentage Ownership in SSI as shown in Annex A, no Buyer Indemnified Parties shall be entitled to indemnification except for several warranties under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachArticle IV. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11Sections 8.1(b), Sellers8.1(c) and 8.3 , from and after following Closing, the Sellers shall jointly and severally, indemnify and hold harmless, the Buyer, including its officers, directors and employees (collectively, the “Buyer Indemnified Parties”) for, and will pay the amount of, any loss, liability, claim, damage or expense (including reasonable legal fees), whether or not involving a third party claim (collectively, “Damages”), suffered or incurred by the Buyer Indemnified Parties and arising from or in connection with any breach by the Sellers (or either of them) of any obligation, or any untruth or inaccuracy by Sellers (or either of them) in this Agreement or in any Closing Document. (b) Subject to 8.3, the Sellers jointly, in their Respective Proportions, indemnify and hold harmless Buyers, their Affiliates, the Buyer Identified Parties for Damages incurred by the Buyer Indemnified Parties and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees arising from or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) connection with any breach by the Sellers (or non-fulfillment either of any covenants or other agreements made by Sellers in this Agreement, (iiithem) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount made by Sellers (or either of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(ithem) in respect of breaches ofthis Agreement or in any Closing Document, save for any representation or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right warranty expressly stated to be indemnified shall apply to all claims from the first dollar; andseveral representations, warranties, covenants and liabilities of each Seller. (c) Sellers’ aggregate liability in respect of claims Each Seller, solely, indemnifies and holds harmless the Buyer Identified Parties for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to Damages incurred by the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled arising from any breach by either of the Sellers in connection with any failure to indemnification under fulfil their obligations in terms of Section 3.1 of this Agreement with respect to or for any breach defect in any Closing Document which prevents the transfer of any representation, warranty or covenant if any officer, director or equity holder the Purchased Shares being effected from either of Buyer or its affiliates had actual knowledge, at any time prior the Sellers to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. Buyer. (e) Anything herein collectively referred to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(cas “a Buyer Claim”).

Indemnification by Sellers. (a) Subject From and after the Closing and subject to the restrictions and limitations in this Article 11V, Sellers, from jointly and after Closingseverally, shall indemnify Buyer, its Affiliates and hold harmless Buyers, their Affiliates, and each of their respective equity holdersofficers, managers, members, officersshareholders, directors, principals, attorneys, agents, employees or other representatives and agents (collectively, “Buyers Indemnified PartiesBuyer Indemnitees”) against and hold them harmless from any loss, liability, damages, fines, penalties, judgments, claims, causes of actions, obligations, awards, assessments, cost or expense (including external costs of investigation reasonable legal fees and against any and all Indemnifiable Losses that expenses) (collectively, “Losses”) suffered or incurred by such Buyers Indemnified Party incurs as a result of, or Buyer Indemnitees to the extent arising from, from (i) the any breach of any representation or warranty of the representations or warranties made by Sellers contained in this Agreement or any document or certificate delivered at Closing (but excluding any Ancillary Agreement), (ii) any breach or non-fulfillment of any covenants covenant or other agreements made by undertaking of Sellers contained in this Agreement, (iii) any of the Excluded Liabilitiesall Pre-Closing Taxes, and (iv) any fraudClosing Date Indebtedness not deducted from the Initial Purchase Price or included in the calculation of Closing Date Working Capital. Notwithstanding the foregoing, willful misconduct the term “Losses” for all purposes under this Agreement shall not include, and no party shall be required to indemnify or criminal acts of Sellers hold harmless any other party for, any lost profits, multiple damages, restitution, mental or its officersemotional distress, directorsexemplary, membersconsequential, shareholdersincidental, employeesspecial or punitive damages, agents and independent contractors;except those with respect to third party claims. (b) Sellers will have Notwithstanding anything to the contrary herein and without limiting the rights Buyer has under Section 5.2(a)(i) and the affirmative indemnities contained in Sections 5.2(a)(ii), 5.2(a)(iii) and 5.2(a)(iv) no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties Buyer Indemnitee shall be entitled to seek indemnification under Section 11.1(a)(i) for all from Sellers (other than with respect to the Fundamental Representations or claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification made pursuant to Section 11.1(a)(i2.16) pursuant to Section 5.2(a)(i) unless and until the cumulative amount of the Losses suffered or incurred by all Buyer Indemnitees exceeds Four Million Two Hundred Thousand Dollars (US$4,200,000) in the aggregate, and then only for the amount by which such Losses exceed such amount (the “Deductible Amount”). (c) In no event shall Sellers’ aggregate liability under Section 5.2(a)(i) exceed: (i) with respect of breaches of, to claims made pursuant to Section 5.2(a)(i) (other than the Fundamental Representations or inaccuracies in, representations and warranties set forth in Section 4.1 2.16) (Organization; Capacitythe “Non-Fundamental Representation Claims”), Section 4.2 Fifty-One Million Five Hundred Thousand Dollars (Authorization; NoncontraventionUS$51,500,000), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (cii) Sellers’ aggregate liability in with respect of to claims for indemnification made pursuant to Sections 11.1(a)(iSection 5.2(a)(i) and 11.1(a)(ii) will not exceed an amount equal with respect to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representationsFundamental Representations or Section 2.16, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement less any amounts paid with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachNon-Fundamental Representation Claims. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (ai) Subject to Article 11, Sellers, from From and after the Initial Closing, shall Sellers shall, jointly and severally, indemnify and hold harmless Buyers, their Affiliates, Buyer and its Affiliates (including the Group Companies) and their respective equity holdersRepresentatives (each, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, a “Buyers Indemnified PartiesBuyer Indemnitee”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs suffered, incurred or paid by any of them, directly or indirectly, as a result of, of or arising from, out of: (i1) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount made by (A) Sellers contained in Article III of all such Indemnifiable Losses incurred this Agreement or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification any certificate furnished pursuant to Section 11.1(a)(i) in respect of breaches ofthis Agreement (other than the Sellers’ Fundamental Representations), or inaccuracies in(B) the Company contained in Article IV of this Agreement or in any certificate furnished pursuant to this Agreement (other than the Company’s Fundamental Representations, and the representations and warranties set forth in Section 4.1 4.6(b) (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), Final Directive Cars Schedule) and Section 4.4 (Title4.20(c) (collectively, “Sellers Fundamental Representations”Intercompany Agreements). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and; (c2) the breach of any Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representationsFundamental Representation, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if or any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b4.6(b) (Final Directive Cars Schedule), Section 4.20(c) (Intercompany Agreements) or any of the 20% Cap Company’s Fundamental Representations; (3) the breach of any covenant or agreement by Sellers or, prior to the Purchase Price Cap Initial Closing, the Group Companies contained in this Agreement; or (4) the matters set forth in Section 11.1(c9.2(a)(i)(4) of the Sellers Disclosure Schedule. (ii) From and after each Subsequent Closing, Sellers shall indemnify and hold harmless the Buyer Indemnitees from and against any Losses suffered, incurred or paid by any of them, directly or indirectly, as a result of or arising out of: (1) the breach of any representation or warranty made by RemainCo in the Subsequent Closing Documents or any Subsequent Closing Certificate (other than the Subsequent Seller Fundamental Representations); or (2) the breach of any Subsequent Seller Fundamental Representations.

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from the limitations provided in Section 12.04(a) and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or in addition to any other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) indemnities provided by the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreementfrom and after the Closing, (iii) any each of the Excluded LiabilitiesExecutive Sellers, jointly and (iv) any fraudseverally, willful misconduct or criminal acts of Sellers or covenants and agrees to indemnify, defend, protect and hold harmless Buyer and its respective officers, directors, members, shareholders, employees, agents stockholders, assigns, successors and independent contractors; Affiliates, including without limitation, the Company after the Closing (bindividually, a “Buyer Indemnified Party”, and collectively, “Buyer Indemnified Parties”) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) from, against and in respect of Indemnifiable Losses arising all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount date of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(idamages) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 costs and expenses (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Titleincluding reasonable attorneys’ fees) (collectively, “Damages”) suffered, sustained, incurred or paid by any of the Buyer Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any inaccuracy in or breach of any representation or warranty of the Company or the Sellers Fundamental Representations”). For set forth in this Agreement, the avoidance Schedules hereto, and any Closing Documents delivered by or on behalf of doubt, claims for indemnification pursuant to Sections 11.1(a)(iieither of the Sellers or the Company in connection herewith (but not including the Ancillary Agreements), but excluding the representations and warranties made severally by the Sellers in Article IV; (ii) any non-fulfillment or breach of any covenant or agreement on the part of any of the Sellers or, prior to the Closing Date, the Company, in this Agreement or in any Closing Documents delivered by or on behalf of any of the Sellers or the Company in connection herewith; (iii) any and (iv) are not subject all Damages incident to any of the foregoing or to the monetary limitation set forth above in enforcement of this Section 11.1(b12.02(a); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (db) Anything herein to Each Seller, severally and not jointly, hereby indemnifies the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled and agrees to indemnification under this Agreement with respect to hold each of them harmless from and against all Damages incurred or suffered by any of the Indemnified Parties arising out of any misrepresentation or breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior by such Seller pursuant to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. Article IV (e) Anything herein Representations and Warranties Relating to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(cSellers).

Indemnification by Sellers. (a) Subject to Article 11The Sellers hereby agree, Sellersseverally and jointly, that, from and after the Closing, they shall indemnify indemnify, defend and hold harmless BuyersPurchaser, its Affiliates and, if applicable, their Affiliates, and their respective equity holders, managers, membersdirectors, officers, directorsshareholders and employees (other than the employees of the Grove Companies) and their heirs, principals, attorneys, agents, employees or other representatives successors and assigns (collectively, “Buyers the "Purchaser Indemnified Parties”" and, collectively with the Seller Indemnified Parties, the "Indemnified Parties") from from, against and in respect of any Losses imposed on, sustained, incurred or suffered by or asserted against any and all Indemnifiable Losses that such Buyers of the Purchaser Indemnified Party incurs as a result ofParties, directly or indirectly, relating to or arising from, out of: (i) subject to Section 7.3(b) (the basket), the breach of any representation or warranty made by any Seller contained in this Agreement (other than the Non-Basket Representations and the Non-Surviving Representations) for the period such representation or warranty survives; (ii) the breach of any Non-Basket Representation; (iii) the breach of the representations any covenant or warranties made by Sellers agreement of any Seller contained in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and ; (iv) any fraudbusinesses or operations conducted or assets held by or obligations of ▇▇▇▇▇▇ Funding and its past and current Affiliates and related parties, willful misconduct including Millennium and any other demerged business or criminal acts any of the Grove Companies (or their predecessors) and their Affiliates, prior to the Closing Date other than the Grove Operations (including any former businesses, operations, assets or obligations thereof); (v) the Special Environmental Matter; (vi) 50% of the Shared Environmental Liabilities; (vii) all Excluded Liabilities; (viii) all liabilities and obligations of the Inactive Companies; (ix) any claim by a third party with whom ▇▇▇▇▇▇ Funding, any of its Affiliates or any of their representatives had any contact or relationship in connection with the proposed sale of the Grove Operations; (x) the agreements and transactions contemplated by or entered into in connection with or in anticipation of the Demerger Agreement; (xi) (A) any claim by any third party against Grove France or Delta Manlift SAS which (x) (i) is brought in any federal or state court of the United States or (ii) relates to the use of any product manufactured, distributed, licensed, serviced or sold by Grove France or Delta Manlift SAS in the United States, (y) has occurred prior to the Closing and (z) is not covered by any of the Grove Insurance Policies to the same extent such claim would have been covered had it been brought in France relating to any product manufactured, distributed, licensed, serviced or sold in France; and (B) any claim by any third party against Grove France or Delta Manlift SAS resulting from an insured primary policy occurrence prior to the Closing which (x) is in excess of the dollar limitation of the relevant Grove Insurance Policies and is (y) not covered by the umbrella/excess policies listed in Section 3.23(a) of the Disclosure Schedule; and (xii) Purchaser's and its Affiliates' failure (after complying with their obligations under Section 5.15(b)) to collect the Peterhead Receivables within six months after the Closing Date, net of the net proceeds of sale of any related equipment recovered by Grove Europe and the net realizable value of any such unsold equipment (provided, however, that, in the event of any disagreement over such net realizable value, Sellers shall have the right to either accept the net realizable value amount proposed by Purchaser or its officerstake delivery of such equipment in lieu of a credit against the amount of such Loss and further provided that Grove Europe shall assign to Sellers any Peterhead Receivables for which Sellers have paid any amounts pursuant to this clause (xii) to Purchaser); and provided, directorsthat if and to the extent that the indemnification provided for in any of clauses (i) through (xii) above is unenforceable for any reason, members, shareholders, employees, agents the Sellers shall make the maximum contribution permissible under applicable Laws to the payment and independent contractors;satisfaction of such Losses for which the Purchaser Indemnified Party was otherwise entitled to indemnification hereunder. (b) Sellers will have no obligation shall not be liable to indemnify the Buyers Purchaser Indemnified Parties pursuant for any Losses with respect to (w) the matters contained in Section 11.1(a)(i7.3(a)(i) (indemnities subject to basket) except to the extent (and then only to the extent) the Losses therefrom exceed an aggregate amount equal to $6,000,000 and then only for all such Losses in excess thereof up to an aggregate amount equal to the Purchase Price; (x) the matters contained in Section 7.3(a)(ii) (indemnities not subject to basket) in respect excess of Indemnifiable Losses arising from the breach of, Purchase Price; (y) the Shared Environmental Liabilities in excess of 50% thereof; or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i(z) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iiithe termination of any Contract by a Significant Distributor provided that Sellers' representation and warranty contained in Section 3.18(c) is true and (iv) are not subject to correct as of the monetary limitation set forth above in this date as of which it speaks and Sellers comply with their notification obligations under Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and5.8 with respect thereto. (c) The Sellers’ aggregate liability , on the one hand, and Purchaser, on the other hand, acknowledge that in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under event this Agreement will is not exceed an amount equal to performed in accordance with its terms by the Purchase Price (other, the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties party seeking performance shall be entitled to specific performance of the terms hereof and other equitable relief, without the posting of a bond or other security. In addition, Purchaser acknowledges that the indemnification under provisions contained in this Article VII, elsewhere in this Agreement in the Tax Sharing and Indemnification Agreements and in the Supplemental Agreements constitute Purchaser's only other remedies with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachmatters referred to herein and therein. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11, Sellers, from From and after Closingthe Closing Date, shall subject to the other provisions of this Article VII, Sellers agree to indemnify Buyer and hold harmless Buyers, their Affiliates, its Affiliates and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, directors and employees or other representatives (collectively, the “Buyers Indemnified PartiesBuyer Entities”) and to hold each of them harmless from and against against, any and all Indemnifiable Losses that Damages suffered, paid or incurred by such Buyers Indemnified Party incurs as a result of, or arising from, Buyer Entity and caused by (i) the any breach of any of the representations or and warranties made by Sellers any Seller to Buyer in this Agreement, (ii) any breach or non-fulfillment by any Seller of any of its covenants or other agreements made by Sellers contained in this Agreement, or (iii) any Excluded Liability; provided, however that for purposes of determining if an indemnifiable breach has occurred under Section 7.2(a)(i) and for purposes of determining the Excluded Liabilitiesamount of Damages suffered from such breach, and the Parties shall exclude all qualifications as to materiality, including Material Adverse Effect, except as used in Section 3.5 or in the defined term “Material Contract” (iv) any fraud, willful misconduct or criminal acts in the definition of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;such term). (b) Sellers will have no obligation to indemnify the Buyers The Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties Buyer Entities shall be entitled to seek indemnification with respect to any claim pursuant to Section 7.2(a)(i), in each case, only if: (i) the amount of Damages with respect to such claim (aggregating all Damages with respect to claims arising from substantially identical facts) exceeds the amount of $300,000 (any claim involving Damages equal to or less than such amount being referred to as a “De Minimis Claim”); (ii) then only to the extent that the aggregate Damages to all Indemnified Buyer Entities, with respect to all claims for indemnification pursuant to Section 7.2(a)(i) (other than De Minimis Claims), exceed the amount of one percent (1%) of the Base Purchase Price (the “Deductible”), whereupon Sellers shall be obligated to pay in full all such amounts (other than in respect of any De Minimis Claim) but only to the extent such aggregate Damages are in excess of the amount of the Deductible; and (iii) only with respect to claims for indemnification under Section 11.1(a)(i7.2(a)(i) made on or before the expiration of the survival period pursuant to Section 7.1 for all claims over $350,000the applicable representation or warranty. (c) Notwithstanding anything to the contrary contained in this Section 7.2 (other than the immediately following sentence of this Section 7.2(c)), in no event shall the Indemnified Buyer Entities be entitled to aggregate Damages pursuant to Section 7.2(a)(i) in excess of the amount of ten percent (10%) of the Base Purchase Price (the “Cap”), in the aggregate. Notwithstanding anything in this Section 7.2 to the contrary, the De Minimis Claim threshold, the Deductible and the Cap shall not apply to any indemnification obligation of Sellers pursuant to Section 7.2(a)(i) arising out of or resulting from any breach of any Designated Representation or the representations and warranties contained in Section 3.9(a) (Title to Acquired Assets) or Section 3.16 (Taxes); provided, however, that Sellers shall not be required to indemnify the foregoing limitation will not apply to claims for indemnification Indemnified Buyer Entities pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”7.2(a)(i) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion Damages in excess of the Base Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapPrice. (d) Anything herein to No Seller shall have any liability for any Damages that represent the contrary notwithstandingportion of the cost of repairs, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach replacements or improvements enhancing the value of any representationrepaired, warranty replaced or covenant improved Acquired Asset if such cost of repair, replacement or improvement exceeds the reasonable cost of repair, replacement or improvement in accordance with Good Utility Practice without any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breachenhancement. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. Sellers jointly and severally (aincluding -------------------------- their successors and assigns) Subject agree to Article 11indemnify promptly Buyer, Sellers, from its successors and after Closing, shall indemnify and hold harmless Buyers, their Affiliatesassigns, and their respective equity holdersany officer, managersdirector, members, officers, directors, principals, attorneys, agents, employees employee or other representatives affiliate of Buyer (collectively, “Buyers Indemnified the "Buyer Parties”") against and hold the Buyer Parties harmless ------------- from and against in respect of any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result ofassessments, liens, losses, claims, damages, fines, penalties, judgments, settlements, liabilities, costs, reasonable expenses (including, without limitation, expenses of investigation and defense fees and disbursements of counsel and other professionals) and any other obligations of any nature whatsoever (collectively the "Losses") which may be ------ incurred by any of the Buyer Parties directly or arising from, indirectly by virtue of or resulting from the breach of (i) the breach of any of the representations covenant or warranties agreement made by the Company or Sellers in this Agreement, (ii) any breach of the representations and warranties contained in Sections 2.2, 2.3, 2.10, and 2.11 hereof (which are the only representations and warranties of the Company or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, which survive the Closing) and (iii) agreements to which the Company or any of the Excluded LiabilitiesSubsidiary is a party, and (iv) any fraudincluding indemnification agreements, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation which were not provided to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000Buyer; provided, however, that the foregoing limitation will provisions of this Article VIII shall not apply to claims -------- -------- the covenants and agreements contained in Section 6.6 hereof, which shall be controlled by the terms therein; provided, further, that indemnification for indemnification pursuant to Section 11.1(a)(i) in respect -------- ------- breaches of breaches of, or inaccuracies in, the representations and warranties set forth listed in clause (ii) of this Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance 8.1 shall not be available except with respect to claims of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject breaches made thereunder by any Buyer Party prior to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion 18 month anniversary of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”)Closing Date, except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or for breaches of the events, circumstances or conditions constituting or resulting representations and warranties contained in such breach. Sections 2.10 and 2.11 herein shall survive until 30 days following the expiration of the relevant statute of limitations (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(cincluding extensions thereof).

Indemnification by Sellers. (a) Subject to Article 11Following the Initial Closing until the applicable survival dates provided in Section ‎8.1(a), Sellerseach Seller (each, an “Indemnifying Party”) shall, severally and not jointly, indemnify, defend, and hold harmless and reimburse Buyer and its respective successors and permitted assigns, in their capacity as such (collectively, the “Indemnified Parties”), for, from and after Closingagainst all Losses imposed on, shall indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees incurred or other representatives (collectively, “Buyers Indemnified Parties”) from and suffered by or asserted against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, in connection with or arising from, out of: (i) the breach failure of any of the representations or warranties Seller Representation made by Sellers such Seller to be true and accurate as of any Closing (or, in the case of any representation and warranty that expressly speaks as of a different date, such date) it being understood that for purposes of this Section ‎8.2(a)(i) any qualifications relating to materiality (such as the terms “material” and “Material Adverse Effect”) or relating to Knowledge contained in such Seller Representation shall be disregarded for purposes of determining whether such Seller Representation was not true and accurate or the quantity of such Losses; or (ii) the failure of such Seller to fully perform any covenant or obligation of such Seller contained in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;. (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect The total sole and exclusive source of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount recovery for indemnification of all such Indemnifiable Losses imposed on, incurred or suffered by the Buyers or asserted against any Indemnified Parties exceeds $700,000, Party in which event the Buyers Indemnified Parties connection with this Agreement shall be entitled to seek indemnification under Section 11.1(a)(i(i) for all claims over $350,000; providedother than claims of criminal or civil fraud by any of the Sellers, however, that the foregoing limitation will not apply offset and deduction of any amounts payable to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii)‎1.2, ‎1.3 and ‎1.4, in the limit of a total amount of €325,000 per Seller, and (ii) for claims of Losses resulting from criminal or civil fraud (ruled as such by a court of competent jurisdiction) by any of the Sellers, either, at the Indemnified Party’s option, (iiiA) and (iv) are not subject to from the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when Sellers the amount amounts of such claims in Losses or (B) the aggregate exceeds $20,000 at which point the right offset and deduction of any amounts payable to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification Sellers pursuant to Sections 11.1(a)(i) ‎1.2, ‎1.3 and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap‎1.4. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11the provisions of Sections 10.3(b) and 10.7, after the Closing, Sellers, from jointly and after Closingseverally, shall indemnify and hold harmless BuyersBuyer with respect to any and all demands, their Affiliatesclaims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities, and their respective equity holders, managers, members, officers, directors, principals, expenses (including reasonable attorneys, agents, employees or other representatives ' fees) (collectively, “Buyers Indemnified Parties”"Losses") from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, to the extent caused by: (i) the Any breach by Connoisseur Sellers of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, their representations and warranties set forth in Section 4.1 Article III of this Agreement or any other Document (Organization; Capacity)provided that Sellers shall not be liable to Buyer for any Losses arising from the failure of Sellers to set forth any Contract required to be set forth on Schedule 3.9, Section 4.2 (Authorization; Noncontravention)Buyer's sole remedy in such instance being to refuse the assignment of, and Section 4.4 decline to assume Sellers' obligations under, such Contract); (Titleii) (collectively, “Any breach or non-performance by Connoisseur Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), any of their covenants and agreements set forth in this Agreement or any other Document; or (iii) All liabilities and obligations (iv) are not subject including all liabilities arising out of actions or events prior to the monetary limitation set forth above Closing) of Connoisseur Sellers, other than the Assumed Obligations. (b) Notwithstanding anything contained herein to the contrary, if the Closing occurs, Sellers shall not be obligated to indemnify Buyer in this Section 11.1(b); howeverrespect of any Losses described in Subsection 10.3(a) either: (i) for any amounts in excess of the Indemnification Funds in the aggregate, such claims shall be subject to indemnification only when (ii) unless and until the aggregate amount of such claims Losses exceeds Buyer's Threshold Limitation, in the aggregate exceeds $20,000 at which point the right to be indemnified case Buyer shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification thereunder for all Losses (subject to clause (i) above), provided that any amounts owed by Sellers to Buyer under this Agreement with respect Section 2.7 shall not be counted in determining whether Buyer's Threshold Limitation is satisfied, and Buyer shall have the right to recover amounts under Section 2.7 without regard to such limitation, or (iii) as to any breach matter of a type described in clause 10.3(a)(i) and of which any representationSeller gave Buyer written notice (including by means of an exception to the certification delivered pursuant to Section 9.2(k)), warranty or covenant if any officer, director or equity holder of which Buyer or its affiliates had actual knowledge, at any time or prior to the Closing, of such breach or time of the eventsClosing (a "Known Breach"), circumstances if as of the Closing Date all Known Breaches, considered together, had, or conditions constituting could reasonably be expected to have, a Material Adverse Change or resulting in such breachEffect. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11the limitations of Section 8.02(b), Sellersthe Principal Sellers agree to indemnify in full Buyer (and, from and after Closingas the case may be, shall indemnify its officers, directors)(collectively, the "Buyer Indemnified Parties") and hold them harmless Buyersagainst any loss, their Affiliatesliability, and their respective equity holdersdeficiency, managersdamage, membersexpense or cost (including reasonable legal expenses), officers, directors, principals, attorneys, agents, employees whether or other representatives not actually incurred or paid prior to the third anniversary of the First Closing Date (collectively, “Buyers "Losses"), which Buyer Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs Parties may suffer, sustain or become subject to, as a result of, or arising from, of (i) the breach of any misrepresentation in any of the representations or and warranties made by of Sellers contained in this AgreementAgreement or in any exhibits, schedules, certificates or other documents delivered or to be delivered by or on behalf of Sellers pursuant to the terms of this Agreement or otherwise referenced or incorporated in this Agreement (collectively, the "Related Documents"), (ii) any breach of, or non-fulfillment failure to perform, any agreement of any covenants or other agreements made by Sellers Seller contained in this AgreementAgreement or any of the Related Documents, (iii) any "Claims" (as defined in Section 8.04(a) hereof) or threatened Claims against Buyer or the Company arising out of the Excluded Liabilitiesactions or inactions of Seller or the Company with respect to the Company's business or the Real Property (collectively, and "Buyer Losses"), or (iv) any fraud, willful misconduct "Claims" (as defined in Section 8.04(a) hereof) or criminal acts threatened Claims against Buyer or the Company arising out of the actions or inactions of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;the Company with respect to the provisions identified in Section 8.01 hereof. (b) The Principal Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject liable to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled for any Buyer Losses only if Buyer or another Buyer Indemnified Party delivers to indemnification under this Agreement with respect to any breach of any representationPrincipal Sellers written notice, warranty or covenant if any officersetting forth in reasonable detail the identity, director or equity holder nature and amount of Buyer Losses related to such claim or its affiliates had actual knowledge, at any time claims prior to the Closing, of such breach or third anniversary of the events, circumstances or conditions constituting or resulting in such breachFirst Closing Date. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject From and after the Closing, and subject to terms of this Agreement (including the applicable limitations set forth in this Article 11V and elsewhere in this Agreement), Sellers, from jointly and after Closingseverally, shall indemnify and hold harmless BuyersBuyer, their its Affiliates, and their respective equity holders, managers, members, officers, directors, principalsshareholders, attorneyspartners, members, managers, employees, agents, employees or other and representatives (collectively, the “Buyers Buyer Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers incurred by Buyer Indemnified Party incurs as a result Parties arising out of, or arising from, : (i) the breach of any of the representations or warranties made by Sellers in this Agreement, Excluded Liabilities, (ii) any breach or non-fulfillment failure by a Seller to perform any of any its covenants or other agreements made by Sellers contained in this Agreement or any other Transaction Document (other than the Transition Services Agreement, ), (iii) any breach of the Excluded Liabilities, and any warranty or representation of a Seller contained in Article II or any certificate delivered pursuant hereto, (iv) the conduct of the Business (or the ownership or operation of the Purchased Assets) prior to the Closing (solely to the extent such Losses result from such conduct, ownership or operation prior to the Closing and other than where such conduct was specifically requested by Buyer in writing), or (v) the failure of any fraud, willful misconduct party to comply with the terms and conditions of any bulk sales or criminal acts bulk transfer or similar laws of Sellers any jurisdiction to the extent applicable to the sale or its officers, directors, members, shareholders, employees, agents and independent contractors;transfer of any or all of the Purchased Assets to Buyer under this Agreement. (b) Sellers will have no obligation Notwithstanding anything in this Agreement to indemnify the Buyers contrary, the rights of the Buyer Indemnified Parties to indemnification pursuant to this Article V shall be subject to the following limitations (in addition to any other limitations set forth herein): (i) the Buyer Indemnified Parties shall not be entitled to recover Losses under Section 11.1(a)(i5.02(a)(iii) in respect of Indemnifiable Losses arising from until the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate total amount of all such Indemnifiable Losses incurred or suffered for which the Buyer Indemnified Parties would recover under Section 5.02(a)(iii) (as limited by the Buyers Indemnified Parties other provisions of this Article V), but for this Section 5.02(b)(i), exceeds $700,000425,000, in which event case the Buyers Buyer Indemnified Parties shall only be entitled to seek indemnification recover Losses in excess of such amount, subject to the other limitations herein (including Section 5.02(b)(ii)); and (ii) the Buyer Indemnified Parties shall not be entitled to recover Losses under Section 11.1(a)(i5.02(a)(iii) for all claims over in excess of, and in no event shall the cumulative indemnification obligation of Sellers under Section 5.02(a)(iii) exceed, an amount greater than $350,0007,500,000 in the aggregate; provided, however, that the foregoing limitation will clauses (i) and (ii) shall not apply to claims for indemnification pursuant Losses arising out of or relating to Section 11.1(a)(i) in respect the inaccuracy or breach of breaches of, any Fundamental Representation or inaccuracies in, representations and warranties any representation or warranty set forth in Section 4.1 2.11 of this Agreement by any Seller and the foregoing clauses (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iiii) and (ivii) are shall not subject apply to the monetary limitation set forth above in this Section 11.1(b)Losses arising out of or relating to any Fraud by any Seller; howeverprovided, such claims shall be subject to indemnification only when the amount of such claims in further, that the aggregate exceeds $20,000 at which point liability of the right to be indemnified Sellers as a group for Losses arising out of or resulting from indemnification claims under this Agreement shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not no event exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Closing Cash Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapPrice. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11the other terms and conditions of this Agreement, SellersSellers agree to jointly and severally, from and after Closing, shall indemnify and hold harmless BuyersPurchaser and its officers, their Affiliatesdirectors, and their respective equity holdersshareholders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectivelyemployees, “Buyers Indemnified Parties”) Affiliates, and their representatives, successors, and assigns from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, Loss and Expense suffered or incurred by any of them in connection with or arising from, : (i) the any breach by any Seller of any warranty or the inaccuracy of the representations or warranties made by Sellers any representation of any Seller contained in this Agreement, Agreement or in any agreement or instrument contemplated by this Agreement (including any Schedule or Exhibit hereto); (ii) any breach or non-fulfillment by any Seller of any of its or his obligations or covenants or other agreements made by Sellers contained in this Agreement, Agreement or in any agreement or instrument contemplated by this Agreement (including any Schedule or Exhibit hereto); (iii) any of the Excluded Liabilities, and ; or (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors; (b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) special indemnities provided in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000Schedule 5.1(iv); provided, however, that (1) Sellers will have no liability with respect to the foregoing limitation indemnification described in Section 5.1(i) until the total of all Loss and Expense with respect to such indemnification exceeds One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Threshold Limitation”), at which time Sellers will be liable for all Loss and Expense that comprises the Threshold Limitation in addition to Loss and Expense in excess of the Threshold Limitation; (2) the aggregate liability of Sellers for Loss and Expense with respect to the indemnification described in Section 5.1(i) will not apply exceed, on an aggregate basis, an amount equal to claims for indemnification pursuant to Section 11.1(a)(i) in respect the sum of breaches of, or inaccuracies in, representations Seventeen Million and warranties set forth in Section 4.1 Five Hundred Thousand 00/100 Dollars (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title$17,500,000.00) (collectively, the “Sellers Fundamental RepresentationsAmount Limitation”); (3) the aggregate liability of ▇▇▇▇▇ ▇. For the avoidance of doubt▇▇▇▇▇, claims ▇▇. for indemnification pursuant to Sections 11.1(a)(ii), (iii) Loss and (iv) are not subject Expense with respect to the monetary limitation set forth above indemnification described in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii5.1(i) will not exceed an amount equal to the product sum of Four Million Three Hundred Fifty-Seven Thousand Five Hundred and 00/100 Dollars (x$4,357,500.00) twenty percent (20%) times (y) the Purchase Price (the “20% CapOwner Amount Limitation”); (4) the aggregate liability of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ for its breach of representations, warranties Loss and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only Expense with respect to the portion of the Purchase Price allocable to such Facility or Facilities as set forth indemnification described in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement Sections 5.1(i) will not exceed an amount equal to the Purchase Price Owner Amount Limitation; (5) the “Purchase Price Cap”aggregate liability of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for Loss and Expense with respect to the indemnification described in Sections 5.1(i) will not exceed an amount equal to the Owner Amount Limitation; and (6) the aggregate liability of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ for Loss and Expense with respect to the indemnification described in Sections 5.1(i) will not exceed an amount equal to the sum of Four Million Four Hundred Twenty-Seven Thousand Five Hundred and 00/100 Dollars ($4,427,500.00). Notwithstanding the foregoing, neither the Threshold Limitation nor the Amount Limitation will apply to the indemnification described in Section 5.1(i) with respect to the representations and warranties of Sellers under Section 2.1.1(b) (Authorization), except 2.1.11 (Tax Matters), 2.1.12 (Compliance with ERISA), and 2.1.14 (Environmental) or to those representations and warranties of Sellers in Section 2.1.3 regarding title to and encumbrances against the Assets. Purchaser is entitled to withhold payments due under the Promissory Notes and/or payments due as Contingent Consideration pursuant to Section 1.6 herein to satisfy any indemnification obligation of any Seller under this Section 5.1. Payments due under this Section 5.1 shall be limited to the amount of any liability or damage that Sellers’ aggregate liability remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Purchaser in respect of claims pursuant to Section 11.1(a)(iii) any such claim. The Sellers shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification liable under this Agreement with respect to Section 5.1 for any Losses or Expenses based upon or arising out of any breach of any representation, warranty of the representations or covenant warranties of the Company or Owners contained in this Agreement if any officer, director or equity holder of Buyer (a) Purchaser or its affiliates Affiliates had actual knowledge, at any time knowledge of such specifically identified breach prior to the ClosingClosing Date, and (b) Sellers had no Knowledge of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein prior to the contrary notwithstandingClosing Date, obligations except for any breach by Sellers of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth any warranty or representation contained in Section 11.1(b2.1.5. For purposes of this Agreement, Purchaser and its Affiliates will be deemed to have had actual knowledge of a matter only if (i) the Chief Executive Officer of Delta Apparel, Inc. had actual knowledge of such matter; or (ii) the 20% Cap or the Purchase Price Cap in Section 11.1(c)President of Purchaser had actual knowledge of such matter.

Indemnification by Sellers. 11.1.1. Sellers shall, to the fullest extent permitted by Law and jointly and severally, indemnify, defend and hold harmless the Indemnitees from, against and with respect to, any Claim or Loss, of any kind or character, suffered, incurred or sustained by Purchaser or any of the Indemnitees or to which it or they become subject, arising out of or in any manner incident, relating or attributable to (a) Subject to Article 11any inaccuracy in any representation or breach of warranty of any Seller contained in this Agreement or in any certificate, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees instrument of transfer or other representatives (collectively, “Buyers Indemnified Parties”) from and against document or agreement executed by any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, Seller in connection with this Agreement; (i) the breach validity of Sellers' title to the Purchased Interests; (ii) any Liens imposed on the Purchased Interests, other than the Lien identified in Section 3.5.4 of the Disclosure Schedule and any Liens which may be imposed by Purchaser or solely as a result of Purchaser's ownership of the Purchased Interests; (iii) the existence of any outstanding liability for any capital calls or other form of capital contributions in respect of the Purchased Interests; (iv) the existence of any agreements or restrictions restricting the right of Sellers to sell, transfer or otherwise dispose of the Purchased Interests other than those identified in Section 3.5.4 of the Disclosure Schedule; or (v) the existence of any subscriptions, options, warrants, conversion rights, preemptive rights or other rights (contractual or otherwise) or agreements of any kind for the purchase or acquisition from Sellers, or any other Person of any of the representations or warranties made by Sellers Purchased Interests other than those identified in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any Section 3.5.4 of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractorsDisclosure Schedule; (bc) any failure by any of Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach ofperform or observe, or inaccuracy into have performed or observed, in full, any representation covenant, agreement or warranty described therein condition to be performed or observed by any of them under this Agreement or under any certificates or other documents or agreements executed by any Seller in connection with this Agreement; (d) operation of SDC on or before the Closing Date or any liability or obligation of Sellers not included in the Purchased Interests except for the GECC Lien, the Permitted Liens, and any immaterial obligations incurred in ordinary course of business as of the time of closing which would be consistent with Purchaser's obtaining the Assets and Properties "as is." (e) any payments owing to GECC by Sellers or SDC arising prior to Closing that was not reflected in the determination of the Closing Payment or in the Estimated Adjustment Statement or Final Adjustment Statement including, without limitation, any expense reimbursement or other payment obligations that SDC or Sellers may have to GECC under any Contract arising out of or related to the transactions contemplated by this Agreement; (f) the Excluded PPA, the ▇▇▇▇▇ Litigation, the SPPC Litigation or the Nevada Well Bond; STEAMBOAT II & III SALE AND PURCHASE AGREEMENT (g) any Release of Hazardous Materials on or about the Real Property before the Closing Date by Sellers, SDC or any Sellers' Steamboat Affiliates in violation of any Environmental Laws; and (h) any loss, claim, liability, expense, or other damage attributable to all Taxes (or the non-payment thereof) of Sellers and SDC for all Taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Straddle Period. 11.1.2. Notwithstanding anything herein to the contrary, no indemnification shall be available to Indemnitee under Section 11.1.1 hereof unless the aggregate amount of Damages that would otherwise be subject to indemnification with respect to such Claim and all prior Claims exceeds Two Hundred Thousand Dollars ($200,000) (such Indemnifiable Losses incurred or suffered by amount, the Buyers Indemnified Parties exceeds $700,000"THRESHOLD AMOUNT"), in which event case the Buyers Indemnified Parties Indemnitee shall be entitled to seek indemnification receive the full amount of Damages (including such $200,000). Notwithstanding the foregoing, there shall be no Threshold Amount for any Claim or Loss described in Section 11.1.1(b), (e) and (f) or for any Claim or Loss arising out of or relating to Sections 3.7 or 3.18. 11.1.3. Notwithstanding anything herein to the contrary, the maximum aggregate liability of Sellers to Indemnitees under Section 11.1(a)(i) for all claims over $350,000this Agreement shall not exceed the Purchase Price; provided, however, that the foregoing limitation will contained in this clause shall not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect Damages arising from any fraud of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant if any officer, director or equity holder of Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.1(b) or the 20% Cap or the Purchase Price Cap in Section 11.1(c).

Indemnification by Sellers. (a) Subject to Article 11the limits set forth in this Section 8.1, Sellersthe Sellers agree, from jointly and after Closingseverally, shall indemnify to indemnify, defend and hold harmless Buyersthe Buyer and its affiliates (including, their Affiliatesafter the Closing Date, the Company) and their respective equity holders, managers, members, officers, directors, principalspartners, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholdersstockholders, employees, agents and independent contractors; representatives (bthe "BUYER INDEMNIFIED PERSONS") Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) harmless from and in respect of Indemnifiable Losses arising from the breach ofany and all losses, damages, costs and reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) (collectively, "LOSSES"), that they may incur arising: (i) out of or due to any inaccuracy in, of any representation or warranty described therein unless the aggregate amount breach of all such Indemnifiable Losses incurred any warranty, covenant, undertaking or suffered by other agreement of the Buyers Sellers contained in this Agreement or the Disclosure Schedule; (ii) under any Environmental Laws regarding conditions or events existing or occurring on or prior to the Closing Date; or (iii) under the WARN Act for "plant closings" or "mass layoffs" which occur or have occurred on or prior to the Closing Date with respect to the Company. Anything to the contrary contained herein notwithstanding, (x) none of the Buyer Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties Persons shall be entitled to seek indemnification under Section 11.1(a)(i) recover from the Sellers for all claims over $350,000; provided, however, that the foregoing limitation will not apply to any claims for indemnification indemnity with respect to any inaccuracy or breach of any representations or warranties (other than recovery for claims predicated upon the inaccuracy or breach of Sections 2.2, 2.3, 2.4, 2.7(b), 2.19 and 2.25 and the first sentence of Section 2.1), unless and until the total of all such claims in respect of Losses pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii8.1(a)(i) and (ivii) are not subject to exceeds $250,000 (the monetary limitation set forth above in this Section 11.1(b); however, "DEDUCTIBLE") and then only for the amount by which such claims shall be subject to indemnification only when the amount of exceed such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and (c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times amount, (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; provided, however, if any such breach of representation or warranty is specific to a Facility or fewer than all Facilities, then the foregoing calculations shall be applied only to the portion of the Purchase Price allocable to such Facility or Facilities as set forth in Schedule 2.6 for purposes of determining the 20% Cap. Seller’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed an amount equal to the Purchase Price (the “Purchase Price Cap”), except that Sellers’ aggregate liability in respect of claims pursuant to Section 11.1(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, no Buyer Indemnified Parties shall not be entitled to indemnification under this Agreement recover more than an aggregate of $2,500,000 from the Sellers for any claims for indemnity with respect to any inaccuracies or breaches of representations or warranties (other than recovery for claims predicated upon the inaccuracy or breach of any representationSections 2.2, warranty or covenant if any officer2.3, director or equity holder 2.4, 2.7(b), 2.17, 2.19 and 2.25 and the first sentence of Section 2.1) and (z) the Buyer or its affiliates had actual knowledge, at any time prior to the Closing, of such breach or of the events, circumstances or conditions constituting or resulting in such breach. (e) Anything herein to the contrary notwithstanding, obligations of Seller under Section 10.1, 10.2, 10.7 and Section 10.13 Indemnified Parties shall not be subject entitled to recover more than an aggregate of $1,500,000 from the monetary limitation set forth in Sellers for any claims for indemnity under Section 11.1(b8.1(a)(ii) or the 20% Cap with respect to inaccuracies or the Purchase Price Cap in Section 11.1(c).breaches of Section