Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. (a) Each Seller shall indemnify and defend Buyer and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller shall indemnify Except as set forth herein, for the period commencing on the Closing Date and ending upon the expiration of the periods specified in Section 7.1 of this Agreement, Sellers shall, subject to the limitations set forth in this Article 7, indemnify, defend and hold harmless Buyer and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managersdirectors, officers, directors, employees, agentsshareholders, successors attorneys, accountants and assigns agents (the collectively, “Buyer IndemniteesIndemnified Parties”) against, against and shall hold them harmless from, any and in respect of all Losses resulting from, arising out of, sustained or incurred by any of the Buyer Indemnitee in connection with, or otherwise with respect toIndemnified Parties that arise out of: (i) any breaches of Sellers’ or ZoneCare’s representations, warranties, covenants or agreements (in the failure case of any representation and warranty covenants or agreements made by any Seller contained ZoneCare, solely with respect to covenants or agreements to be performed on or prior to the Closing Date) set forth in this Agreement, the Seller Disclosure Schedule, Acquisition Documents or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreementdelivered pursuant thereto; (ii) (A) except as set forth in Schedule 7.3(a)(ii) any breach Tax of ZoneCare for all taxable periods ending on or before the Closing and the pro rata portion through the effectiveness of the Closing for any taxable period (each such taxable period, a “Pre-Closing Tax Period”), (B) any Tax of any covenant member of an affiliated, consolidated, combined or agreement unitary group of which LLC (or any predecessor) is or was a member on or prior to the effectiveness of the Closing, including pursuant to Treasury Regulation §1.1502-6 or any similar state, local, or foreign law or regulation, and (C) any Tax of any Seller contained in this AgreementPerson (other than LLC) imposed on ZoneCare as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the effectiveness of the Closing; provided, however, for the avoidance of doubt, the Seller Disclosure Schedule, or Sellers shall not be required to indemnify the Buyer Indemnified Parties for any certificate or other document furnished to Tax resulting solely from action taken by the Buyer in connection with after the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementEffective Date. (b) Sellers shall For purposes of Section 7.3(a)(ii), in the case of any taxable period that includes (but does not be liable for any Loss or Losses pursuant to Section 10.2(a)(iend on) the effectiveness of the Closing (a “Buyer Warranty LossesStraddle Period”) unless and until ), the aggregate amount of all Buyer Warranty Losses incurred any Taxes based on or measured by income or receipts of ZoneCare for a Straddle Period which relate to the Buyer Indemnitees exceeds $100,000Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the effectiveness of the Closing (and for such purpose, the taxable period of any partnership or other pass-through entity in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) ZoneCare holds a beneficial interest shall be deemed to limit or restrict terminate at such time) and the amount of other Taxes of ZoneCare for a Straddle Period which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in any manner any rights or remedies the taxable period ending on the effectiveness of the Closing and the denominator of which Buyer has, or might have, at Law, is the number of days in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereundersuch Straddle Period. (c) The indemnification provisions contained in Any payments pursuant to this Agreement reflect Section 7.3 shall be treated as an adjustment to the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party ClaimsPurchase Price for all Tax purposes.

Indemnification by Sellers. (a) Each Seller shall From and after the Closing Date, Sellers hereby jointly and severally agree to indemnify and defend Buyer and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employeesstockholders, agents, successors employees and assigns agents (the “Buyer IndemniteesIndemnified Parties”) against, and shall agrees to hold them harmless from, any and all Losses resulting from, arising out of, Loss to the extent such Loss arises from or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true following: (a) the ownership and correct in all respects as operation of the date Purchased Assets by the Sellers and the development, manufacture, distribution, market and sale of the Product by the Sellers prior to the Closing Date (in each instance excluding actions taken by licensees of any Seller or its affiliates); (b) any breach by any Seller of any representation or warranty contained in this Agreement; (iic) any breach by any Seller of any covenant of its covenants, agreements or agreement of any Seller obligations contained in this Agreement; and (d) any Retained Liability or Excluded Assets. Notwithstanding the foregoing, the Seller Disclosure Schedule, or any certificate or other document furnished to indemnifications in favor of the Buyer Indemnified Parties contained in connection with the transactions contemplated by this Agreement; Section 9.2(b): (iiiA) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and effective until the aggregate amount of all Buyer Warranty Losses indemnified against under this Section 9.2(b) exceeds [***] (the “Threshold Amount”), in which event Sellers shall be liable for [***] the Threshold Amount; and (B) shall terminate once the aggregate amount of all Losses indemnified against under Section 9.2(b) exceeds an amount equal to [***] of the Purchase Price actually paid to Sellers (the “Cap Amount”), provided, however, that (a) for the purposes of determining a breach or Loss and for purposes of determining the amount of Loss, [***]; (b) the foregoing Threshold Amount and Cap Amount shall [***] and (c) the foregoing limitations shall not apply to any indemnification by Sellers for any Losses asserted against, imposed upon or incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act Indemnified Parties as a waiver or otherwise limit any defenses that may be available to result of fraud with scienter by any Seller. In the event that Sellers are required to indemnify Buyer for any Losses pursuant to this Article IX, the Acquired Company or its Subsidiary with respect to any Third Party ClaimsBuyer agrees that Sellers may determine how much of such indemnification amounts will be paid by each Seller.

Indemnification by Sellers. (a) Each Seller shall From and after the Closing Date, Sellers shall, jointly and severally, indemnify and defend Buyer and its Affiliates (including, following the Closinghold Purchaser, the Acquired Company and its Subsidiary) and their respective stockholdersRepresentatives, membersshareholders and controlling Persons (for purposes of this Article 9, managerscollectively, officers, directors, employees, agents, successors and assigns (the “Buyer IndemniteesPurchaser Indemnified Persons”) against, harmless from and shall hold them harmless from, against any and all Losses resulting from, arising out of(including without limitation any Environmental Losses) incurred or sustained by, or incurred by any Buyer Indemnitee in connection withimposed upon, directly or otherwise indirectly, such Purchaser Indemnified Person with respect to: , by reason of or arising out of (i) the failure any breach of any representation and or warranty made by any Seller the Sellers contained in this Agreement, (ii) any breach by the Seller Disclosure Schedule, ▇▇▇▇▇▇▇▇ Companies of any of their covenants or any certificate obligations contained in this Agreement or other document furnished to Buyer in connection with (iii) (A) the transactions contemplated by this Warrant Repurchase Agreement, to be true (B) that certain Amended and correct in all respects Restated Note and Warrant Purchase Agreement dated as of May 4, 2005, as amended, supplemented or otherwise modified through the date hereof, between the Company and BOCP, together with each of the Transaction Documents (as defined therein), (C) the Bonus Plan Releases; (D) that certain Waiver and Termination Agreement dated as of the date hereof by and among the Company, CCP, the Trust, each of this Agreement;Messrs. Kostolansky, Anderson, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ and BOCP with respect to the Shareholder Agreement (as defined therein) and (E) that certain Waiver and Termination Agreement dated as of the date hereof by and among the Company and each of Messrs. Kostolansky, Anderson, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ with respect to the SAR Plan (as defined therein). (b) From and after the Closing Date, each Seller hereby agrees individually and severally (based on each such Seller’s pro rata portion of the Final Purchase Price) to indemnify and hold the Purchaser Indemnified Persons harmless from and against any and all Losses incurred or sustained by or imposed upon, directly or indirectly, such Purchaser Indemnified Person with respect to, by reason of or arising from or in connection with (i) any breach of a representation or warranty made by that Seller contained in the Agreement or (ii) any breach of any covenant or agreement obligation of any that Seller contained in this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, the Seller Disclosure SchedulePurchaser Indemnified Persons shall not be entitled to indemnification under Section 9.3(a) or (b): (i) in connection with any claim for indemnification hereunder with respect to which Purchaser or either of the ▇▇▇▇▇▇▇▇ Companies has an enforceable contractual right of indemnification or right of set-off against any third party and Purchaser is enjoined by a court of competent jurisdiction or otherwise legally prevented from assigning any such rights to Seller; (ii) to the extent of the value of any net Tax benefit (less any tax burden imposed on Purchaser by any indemnity amount paid in excess of such net Tax benefit) realized (by reason of a Tax deduction, basis reduction, shifting of income, credits and/or deductions or any certificate otherwise) by Purchaser or other document furnished to Buyer either of the ▇▇▇▇▇▇▇▇ Companies in connection with the transactions contemplated by this AgreementLosses that form the basis of Purchaser’s claim for indemnification hereunder; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary with respect to any agentclaim for indemnification hereunder, brokerunless Purchaser has given the written notice to Sellers’ Agent of such claim, investment banker setting forth in reasonable detail the facts and circumstances pertaining thereto prior to the applicable Cut-off Date; (iv) to the extent of the proceeds received by Purchaser or other firm either of the ▇▇▇▇▇▇▇▇ Companies in respect of any insurance claim under which Purchaser or person retained or employed by it either of the ▇▇▇▇▇▇▇▇ Companies is entitled in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant facts giving rise to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until such indemnification; provided, that the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller Purchaser Indemnified Persons shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed entitled to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, Losses incurred by Purchaser in pursuing any such insurance claim without regard to the provisions of subsection (d)(i) hereof ; and (v) to the extent the Loss is reserved for in the Final Closing Balance Sheet. (d) In addition to the provisions of subsection (c) above and these subject to the provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Sellerof subsection (h) below, the Acquired Company or its Subsidiary with respect to any Third Party Claims.indemnification obligations of Sellers under this Agreement shall be limited as follows:

Indemnification by Sellers. (a) Each Seller shall Subject to the limitations set forth in Paragraph 10.6, SELLERS, jointly and severally, agree to indemnify and defend Buyer hold NEOGEN harmless from and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, against any and all Losses resulting from, Damages (as defined in Paragraph 10.4) incurred by NEOGEN at any time arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i1) the failure The inaccuracy or breach of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of Representations made by SELLERS in or pursuant to this Agreement; (ii2) Any failure by SELLERS to perform any breach of obligation or comply with any covenant or agreement of any Seller contained SELLERS specified in this Agreement, the Seller Disclosure Schedule, Agreement or in any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreementexecuted at Closing; (iii3) any fees, expenses Any claim (i) for wages or other payments incurred or owed fringe benefits made by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount employee of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation SELLERS with respect to Losses and the period ending immediately preceding the Closing Date; (ii) for severance payments or other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability liabilities with respect to the termination of any matter, and these provisions shall not act as a waiver employees of SELLERS; or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary (iii) with respect to the injury or death of any Third Party Claimssuch employee arising out of events occurring prior to the Closing Date; (4) Any claim (including, without limitation, claims alleging death or injury to persons or damage to property), whether based in tort, contract or otherwise resulting from or caused by any product sold, or service provided, by SELLERS prior to the Closing Date; (5) Any debt, obligation or liability, whether known or unknown, fixed or contingent, of any nature whatsoever to the extent based on SELLERS' activities before the Closing Date, including but not limited to all environmental liabilities of any nature (collectively, "Pre-Closing Debts"), other than any Pre-Closing Debts which are part of the Assumed Liabilities; or (6) NEOGEN being deemed to be a "successor" employer to SELLERS for the purpose of COBRA obligations; or (7) The ownership, lease, use, occupation or operation of any facility or property at any time owned, leased, used, occupied or operated by Sellers, except for those matters specified in Paragraph 6.3; or (8) Any claims related to the EXCLUDED AGREEMENTS, EXCLUDED PATENTS, EXCLUDED TRADEMARKS, EXCLUDED COPYRIGHTS and the Discrimination Claim disclosed on Schedule 8. SELLERS specifically acknowledge and agree that NEOGEN may proceed against any of SELLERS under Paragraph 10.2 without contemporaneously, or at any time, proceeding against any other of them. Each of SELLERS agrees that it shall not have any claim or right of indemnification or contribution or any other right of recourse against any other Seller with respect to Damages and each of SELLERS waives and releases any and all such claims and right, until all indemnity obligations of SELLERS in favor of NEOGEN have expired.

Indemnification by Sellers. (a) Each Seller shall Sellers agree to defend, indemnify and defend Buyer hold harmless Purchaser, MSLP and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managersdirectors, officers, directors, employees, agents, successors employees and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless agents from, any against and all Losses resulting from, arising out in respect of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect tothe full amount of: (i) the failure (A) any and all Indemnified Losses arising from or in connection with any breach or violation of any representation of the representations and warranty by any Seller warranties of Sellers contained in this Agreement, the Seller Disclosure Schedule, Agreement or (B) any certificate and all Indemnified Losses arising from or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as any breach or violation of the date covenants or agreements of Sellers contained in this Agreement; (ii) any breach and all capital or other taxes related to or arising from the sale and transfer of shares contemplated hereby by reason of any covenant Liability of Sellers for such taxes as assessed by any taxing authority against Sellers either before or agreement of any Seller contained in this Agreement, after the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this AgreementClosing Date; (iii) any feesand all Indemnified Losses related to or arising from claims for breach of contract existing on or prior to the Closing Date, expenses and/or which are brought after the Closing Date for acts and omissions of Sellers, which occurred prior to the Closing Date; (iv) any and all Indemnified Losses related to or other payments incurred arising from any Products delivered by Sellers prior to the Closing Date, including without limitation, Indemnified Losses for product recalls, product defects, warranty claims, personal injury or owed by death (which shall exclude any Seller, claims which have specifically been reserved or allowed for in sufficient amounts to fully cover the Acquired Company or its Subsidiary Indemnified Loss prior to the Closing Date in the closing trial balance); (v) any and all Indemnified Losses which relate to any agentlegal and/or governmental proceedings which are not set forth on Schedule 2.5 and Schedule 5.11(h), brokerexisting on or prior to the Closing Date, investment banker or other firm or person retained or employed by it and/or which are brought after the Closing Date for acts and omissions of Sellers, which occurred prior to the Closing Date in connection with the transactions contemplated by this Agreement.any Excluded Liabilities; (bvi) Sellers shall not be liable for any Loss and all Indemnified Losses related to or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount arising from any third party claim against MSLP or any of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability Affiliates with respect to any matter, Excluded Liabilities; and (vii) any and these provisions shall not act as a waiver all Indemnified Losses related to the business or otherwise limit any defenses that may be available operations of Sellers prior to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party ClaimsClosing Date.

Indemnification by Sellers. (a) Each Seller Subject to the terms and conditions of this Article XI and except as set forth on Schedule 11.2, from and after the Effective Time, Sellers shall indemnify indemnify, defend and defend hold harmless, solely out of the Indemnification Escrow Amount, Buyer and its Buyer’s Affiliates (including, following including without limitation the Company Entities after the Closing), the Acquired Company and its Subsidiary) and their respective stockholders, members, managersdirectors, officers, directors, employees, agents, and stockholders and successors and assigns (the collectively, “Buyer Indemnitees”) against, and shall hold them harmless from, from any and all Losses incurred by such Persons arising out of or relating to or resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: : (i) the failure any inaccuracy or breach of any representation and or warranty by any Seller of Company contained in this Agreement, the Seller Disclosure Schedule, Agreement or any certificate delivered by or other document furnished on behalf of Company pursuant to Buyer in connection with the transactions contemplated by this Agreement, to be true Sections 7.1 and correct in all respects 7.2 (A) on and as of the date of this Agreement with the same effect as though made on and as of the date of this Agreement (other than any such representation or warranty that speaks as of a specific date or time other than the date of this Agreement; ), (B) on and as of the Closing Date with the same effect as though made on and as of the Closing Date (other than any such representation or warranty that speaks as of a specific date or time other than the date of this Agreement or the Closing Date), or (C) on and as of the date or time when made, in the case of any representation or warranty that speaks as of a specific date or time other than the date of this Agreement or the Closing Date, (ii) any breach by Company of any covenant or agreement of to be performed by it (or any Seller contained in other Company Entity) pursuant to this Agreement, the Seller Disclosure Scheduleother than Post-Closing Obligations, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any feesbreach by Sellers and/or the Sellers’ Representative after the Closing, expenses or other payments incurred or owed by of any Sellerof their respective Post-Closing Obligations, the Acquired (iv) any and all income Taxes imposed on any Company or its Subsidiary Entity attributable to any agentPre-Closing Tax Period, broker(v) any and all Taxes imposed on any Company Entity attributable to any position subject to a Tax Opinion Indemnification, investment banker or other firm or person retained or employed by it in connection with and (vi) the transactions contemplated by this Agreementmatters set forth on Schedule 11.2(a)(vi) (subject to the limitations set forth therein). (b) Sellers From and after the Closing, the rights of Buyer Indemnitees to indemnification under this Article XI shall not be liable constitute the sole and exclusive remedy of Buyer Indemnitees for any Loss or Losses pursuant to breach by any of the Company Entities of any provision of this Agreement, and no claim may be asserted nor any action commenced against Company under Section 10.2(a)(i) (“Buyer Warranty Losses”11.2(a) unless and until an Indemnification Notice has been delivered to the aggregate amount Sellers’ Representative by Buyer (on behalf of all Buyer Warranty Losses incurred by Indemnitees) on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 11.1, regardless of whether the subject matter of such claim or action shall have occurred before such date; provided, however, that Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable may pursue specific performance and other equitable remedies for such Buyer Warranty Losses from the first dollar; provided any matter that nothing contained in this is indemnifiable under Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder11.2(a)(iii). (c) The Subject to the limitations contained herein, any Losses incurred as a result of any matter for which indemnification provisions contained is required under this Section 11.2 shall be limited to the Indemnification Escrow Amount then remaining in this the Escrow Account and not previously distributed pursuant to the terms of the Escrow Agreement reflect and no indemnification pursuant to Section 11.2 shall be payable other than from the contractual agreement then remaining Indemnification Escrow Amount. From and after the Closing, the Indemnification Escrow Amount held pursuant to the Escrow Agreement shall constitute the sole and exclusive remedy and source of payment for all Buyer and Sellers regarding risk allocation with respect to Indemnitees’ Losses and claims related to this Agreement, including any amounts payable by the Sellers’ Representative pursuant to Section 2.13, other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions than for fraud. (d) Buyer shall not act be entitled to indemnification under Section 11.2(a) in respect of the amount of any liabilities or assets of any of the Company Entities to the extent that the amount of such liabilities or assets are included and reflected with reasonable specificity in the calculation of the final Adjusted Net Working Capital as a waiver finally determined under the procedures set forth in Section 2.13 or otherwise limit any defenses that may be available are specifically excluded pursuant to any Seller, clause (g) of the Acquired Company or its Subsidiary with respect to any Third Party Claims.definition of Corporate Adjusted Current Liabilities

Indemnification by Sellers. (a) Each Seller shall Sellers will indemnify and defend hold Buyer and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and at all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of times after the date of this Agreement against and in respect of any damage, deficiency, claim or expense resulting from: (i) any misrepresentation, breach of warranty, breach of agreement or covenant or non–observance of any condition on the part of such Seller under this Agreement; ; (ii) from any breach of misrepresentation in or omission from any covenant or agreement of any other instrument to be furnished by such Seller contained in under this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; ; and (iii) any feesall actions, expenses or suits, proceedings, demands, assessments, judgments, reasonable attorneys' fees and other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary related costs incident to any agent, broker, investment banker or other firm or person retained or employed by it in connection with of the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) foregoing (“Buyer Warranty Buyer’s Indemnifiable Losses”). Buyer’s Indemnifiable Losses will not include: (i) unless and until any tax liabilities arising by reason of any reduction or disallowance of deductions from taxable income in one taxable year, to the aggregate amount extent such reduction or disallowance results in a corresponding increase in allowable deductions from income in another taxable year, (ii) the shifting of all Buyer Warranty items of income from one taxable year to another or (iii) the capitalization of amounts which were expenses, but only if such capitalized amounts are subject to amortization or depreciation or recovery in cost of goods sold, inventory or materials, provided, however, that Buyer’s Indemnifiable Losses incurred by may include any damage attributable to the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach lost time value of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability money with respect to any matterof such matters. Sellers will reimburse Buyer, after reasonable notice and these provisions shall not act as opportunity to defend against any such claim, for any Buyer’s Indemnifiable Losses experienced or incurred by Buyer at any time after the Closing Date in respect of any liability to which the foregoing indemnity applies, subject to the Deductible. If a waiver claim is asserted against Buyer which Buyer knows or otherwise limit has reason to believe will result in any defenses that may be available liability of any Seller under this indemnity, Buyer will promptly notify the affected Seller in writing and afford such Seller the opportunity to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimsdefend against such claim.

Indemnification by Sellers. (a) Each Seller shall Subject to the limitations set forth in this Section 9, the Sellers shall, jointly and severally, indemnify and defend Buyer and hold harmless Purchaser, its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, agents and employees, agentsand each person, successors if any, who controls or may control Purchaser within the meaning of the Securities Act from and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, against any and all Losses resulting fromlosses, liabilities, damages, reductions in value, costs and expenses, including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals (collectively, “Indemnifiable Damages”) directly or indirectly arising out of, resulting from or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the 9.2.1. any failure of any representation and or warranty made by any Seller contained the Sellers or the Company in this Agreement, Agreement or the Seller Disclosure Schedule (including any exhibit or schedule to the Disclosure Schedule), or and any certificate or other document furnished to Buyer in connection with the transactions contemplated by be delivered pursuant to this Agreement, to be true and correct in all respects as of the date of this AgreementAgreement and as of the Closing Date as though such representation or warranty were made as of the Closing Date (except in the case of representations and warranties which specifically relate to another date, which representations and warranties shall be true and correct as of such date); (ii) 9.2.2. any breach of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer default in connection with any of the transactions contemplated covenants or agreements made by the Sellers or the Company in this Agreement or the Disclosure Schedule (including any exhibit or schedule to the Disclosure Schedule) and any certificate to be delivered pursuant to this Agreement; 9.2.3. imposition, assessment or assertion of any Taxes of the Company or any Subsidiary or any Taxes for which the Company or Subsidiary is or may become liable (iiiincluding, without limitation, by reason of non-recognition of deductions, changes in accounting methods, failure to fully comply with applicable laws or failure to qualify in any foreign jurisdiction and including those incurred in a contest of good faith by appropriate proceedings of the imposition, assessment or assertion of any such Taxes) on account of (A) any feestaxable periods that ends on or before the Closing Date, expenses or other payments incurred or owed by and (B) any Sellertaxable period that both includes and ends after the Closing Date, for the Acquired Company or its Subsidiary portion of such taxable period that ends on the Closing Date; 9.2.4. any amounts determined following the Closing that should have been deducted from the Purchase Price pursuant to any agent, broker, investment banker or other firm or person retained or employed by it the adjustments in connection accordance with the transactions contemplated by this Agreementprovisions of Section 1.2.2.1 but were not so deducted or any amount determined following the Closing that should not have been deducted from the Purchase Price or permitted to be paid as dividend pursuant in accordance with the provisions of Section 1.2.2.2 but were so deducted or paid. 9.2.5. any Transaction Expenses paid by the Company prior to the Closing or which were not assumed and paid by the Sellers after the Closing. 9.2.6. any obligations of the Sellers to make contributions as provided in Chapter 5 of the Corporations Code (bcommencing with Section 17200), to return any unlawful distributions made under Chapter 6 (commencing with Section 17250) Sellers shall not be liable for any Loss or Losses pursuant to Chapter 8 (commencing with Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until 17350). In determining the aggregate amount of all Buyer Warranty Losses incurred by any Indemnifiable Damages in respect of the Buyer Indemnitees exceeds $100,000failure of any representation or warranty to be true and correct as of any particular date, any materiality standard or qualification contained in which event Seller such representation or warranty shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunderdisregarded. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller Subject to Section 12.4(b), Sellers shall indemnify indemnify, defend and defend Buyer and hold harmless Buyer, its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, representatives, affiliates, subsidiaries, successors and assigns (collectively, the “"Buyer Indemnitees”") from and against all Losses asserted against, and shall hold them harmless from, any and all Losses resulting from, imposed upon or incurred by any of the Buyer Indemnitees as a result of, or arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (ia) the failure breach of any representation and warranty by any Seller of the representations, warranties, covenants or agreements of Sellers contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) the ownership, operation, occupancy, use or condition of the Assets prior to the Effective Time, other than matters relating to Environmental Laws (which are covered by clause (e) below), (c) claims made by employees or former employees of Sellers shall not be liable for or any Loss affiliates of Sellers with regard to compensation and benefits under any benefit plan or Losses any other employee benefit program in which such employee participated while employed by Sellers or any affiliate of Sellers prior to the Effective Time, (d) Title Defects related to the Sellers Assets as to which Sellers elected pursuant to Section 10.2(a)(i9.3 above to indemnify Buyer against all liability, loss, cost and expense, subject to satisfaction of the deductible provided for in Section 9.3(b), (e) Environmental Compliance Deficiencies related to the Sellers Assets as to which Sellers elected pursuant to Section 10.1(b)(ii) above to indemnify Buyer against Losses and Environmental Compliance Deficiencies related to the Sellers Assets raised by Buyer within three (“Buyer Warranty Losses”3) unless and until years after the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Closing pursuant to Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer hasabove, or might have, at Lawsubject, in equity or otherwiseeach case, based to the limitations on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained liability set forth in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matterArticle 10, and these provisions shall not act as a waiver (f) any liability for taxes related to the Sellers Assets (including interest, penalties or otherwise limit any defenses that may be available fines related thereto) for the period prior to any Seller, the Acquired Company or its Subsidiary with respect Effective Time other than those assumed by Buyer pursuant to any Third Party ClaimsSection 6.9 above.

Indemnification by Sellers. (ai) Each Seller Sellers acting jointly and severally (solidairement and conjointement) shall indemnify and defend Buyer hold harmless Purchaser and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managersdirectors, officers, directorsshareholders, employeesand employees (collectively, agents, successors and assigns (the “Buyer IndemniteesPurchaser Indemnified Persons”), and will reimburse the Purchaser Indemnified Persons, and if Purchaser so wishes the Company, for, any loss, liability, claim, damage or expense (including reasonable costs of investigation and defense and reasonable attorneys’ fees and expenses) (collectively, “Losses”) againstarising or resulting from or in connection with any inaccuracy or breach of any representation or warranty of Sellers set forth in Section 5 of this Agreement. (ii) Sellers acting jointly and severally (solidairement and conjointement) shall indemnify and hold harmless the Purchaser Indemnified Persons, and shall hold them harmless fromwill reimburse the Purchaser Indemnified Persons for, any and all Losses arising or resulting from, arising out of, from or incurred by any Buyer Indemnitee in connection with, or otherwise with respect toany of the following: (iA) the failure any inaccuracy or breach of any representation and or warranty by any Seller contained of Sellers set forth in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date Section 6 of this Agreement; (iiB) any breach of any covenant or agreement obligation of Sellers in this Agreement or any Transaction Document (other than the covenants set forth in Section 11). (C) any claim by any person for payment of any Seller contained in this Agreement, fees or expenses incurred by the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer Company in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreementhereby (other than any claim for such fees or expenses which Purchaser has agreed to pay pursuant to Section 16); (iiiD) except for Taxes reflected on the Final Closing Balance Sheet and accounted for in the calculation of Actual Net Working Capital, Taxes of the Company with respect to any period ending on or prior to the Closing Date, or the portion of any Straddle Period (as defined in Section 14(b) hereof) ending on the Closing Date; (E) any fees, expenses or other payments incurred or owed claims by any Seller, customers relating to the Acquired billing practices of the Company or its Subsidiary Company Subsidiaries with respect to any agentperiod prior to the Closing Date to the extent that such practices are not in compliance with the terms of the applicable Contract with such customer; (F) except for amounts reflected on the Final Closing Balance Sheet and accounted for in the calculation of Actual Net Working Capital, brokerany payments, investment banker costs or other firm or person retained or employed by it liabilities of the Company in connection with the transactions contemplated acquisition by this Agreement.the Company of all equity interests in any Company Subsidiaries held by any person or entity other than the Company as of September 30, 2011; or (bG) Sellers shall any of the claims or proceedings listed on Schedule 6(t) of the Disclosure Schedule, to the extent such claims or proceedings were not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until reserved against in the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunderFinal Closing Balance Sheet. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller shall Subject to the limitations set ------------ -------------------------- forth in Section 5.02, to the extent applicable, the Principal Sellers hereby jointly and severally indemnify and defend Buyer hold the Purchaser and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agentsrepresentatives and agents (each an "Indemnified Party") ----------------- harmless from and against all claims, successors liabilities, obligations, costs, damages, losses and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any expenses and all Losses resulting fromrelated costs and expenses (including legal fees and expenses) and all costs of collection (collectively "Losses"), arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: of ------ (i) any breach of the representations, warranties, covenants or agreements of the Sellers set forth herein; (ii) the current dispute between the Company and the ▇▇▇▇▇▇ Company regarding certain commissions allegedly owed the ▇▇▇▇▇▇ Company by the Company; (iii) the failure of the Company to sell in the ordinary course any representation Inventory (as defined in Section 2.27), excluding Reclassified Fixed Assets, within twelve months following the Closing Date and warranty (iv) the failure of the Company to collect 75% of the aggregate amount of the Accounts Receivable reflected on the Closing Balance Sheet (net of any reserve therefor on the Balance Sheet) on or before 90 days after the Closing Date, and the remaining 25% on or before the first anniversary of the Closing Date. For purposes of clause (iii) of the immediately preceding sentence, the Loss associated with any item of Inventory not sold within the prescribed period shall be deemed equal to the recorded value of such item on the Closing Balance Sheet. For purposes of clause (iv) of the first sentence of this Section 5.03, the Loss associated with any Account Receivable not collected within the prescribed period shall be deemed equal to the full amount of such Account Receivable. Subject to the limitations set forth in Section 5.02, to the extent applicable, each of the Other Sellers hereby severally indemnifies and holds the Indemnified Parties harmless from and against all Losses arising from a breach of the representations and warranties made by such Other Seller in Section 2.29. Except as provided in the immediately preceding sentence and notwithstanding any Seller contained in other provision of this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by Other Sellers shall have no liability under this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller Subject to the provisions and limitations of this Article VIII, from and after the Closing Date, each Seller, severally and not jointly, shall indemnify and defend Buyer hold harmless Purchaser and its Affiliates (including, following the Closing, the Acquired Company "Purchaser Indemnified Parties") from and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, against any and all Losses 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 Parties resulting from, from or arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: of (i) the failure any inaccuracy or breach of any representation and warranty of the representations or warranties made by any either Seller contained in this Agreement, the Seller Disclosure Schedule, Agreement or in any certificate or other document furnished to Buyer Transaction Document executed in connection with the transactions contemplated by this Agreementherewith, to be true and correct in all respects as of the date of this Agreement; (ii) any breach or nonfulfillment of any covenant covenants or agreement of any agreements made by either Seller contained in this Agreement, the Seller Disclosure Schedule, Agreement or in any certificate or other document furnished to Buyer Transaction Document executed in connection with the transactions contemplated by this Agreement; herewith, (iii) any fees, expenses or other payments incurred or Taxes owed by either Seller and any SellerTaxes owed by either Company for or relating to the period prior to the Closing, (iv) any Indebtedness or Selling Expenses not fully paid by either Seller on the Acquired Company Closing Date or its Subsidiary not taken as a reduction to the Purchase Price at the Closing, save and except for Indebtedness disclosed on the Disclosure Schedules, (v) any agent, broker, investment banker fraud or other firm willful misconduct or person retained intentional misrepresentations or employed omissions by it in connection with either Seller (each claim made by the transactions contemplated by Purchaser Indemnified Parties pursuant to this AgreementSection 8.2(a) shall be a "Purchaser Claim"). (b) Except as set forth in the last sentence of this Section 8.2(b), Sellers shall not be liable have liability for indemnification pursuant to clause (i) of Section 8.2(a) for any Loss or Losses pursuant to individual Purchaser Claim under clause (i) of Section 10.2(a)(i8.2(a) (“Buyer Warranty Losses”) for which indemnification is provided hereunder unless and until the aggregate amount of all Buyer Warranty Losses incurred by Purchaser Claims arising under clause (i) of Section 8.2(a) exceeds fifty thousand dollars ($50,000) in the Buyer Indemnitees exceeds $100,000aggregate ("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 Section 8.2(a) including the Basket Amount. The Basket Amount shall not be applicable to any Purchaser Claim for breach of 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 which event Seller 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 be liable for such Buyer Warranty Losses from not exceed, in the first dollar; provided that nothing contained aggregate, an amount equal to the Purchase Price. The limitations set forth in this Section 10.2(b8.2(b) shall be deemed not apply to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunderPurchaser 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 breach of any representation or warranty herein or in any instrument or document delivered hereunder and the amount of any Damages that are indemnifiable hereunder, each such representation and warranty shall be read without regard and without giving effect to any materiality or 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 assert any Purchaser Claim for indemnification provisions contained pursuant to this Section 8.2 for Purchaser Claims for indemnification with time restrictions under Section 8.1(a) after the dates provided in this Agreement reflect Section 8.1(a); provided, however, that if on or prior to such date a Notice of Claim (as defined below) shall have been provided pursuant to Section 8.4 hereof for such indemnification, the contractual agreement of Buyer and Sellers regarding risk allocation Purchaser Indemnified Parties shall continue to have the right to be indemnified with respect to Losses and other matters. By agreeing such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article VIII. (e) 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 these provisions, none of Sellersby the Indemnifying Party or finally adjudicated to be payable pursuant to this Article VIII, the Acquired Company nor Indemnifying Party shall satisfy its Subsidiary obligations within thirty (30) days of such agreement or final, non-appealable adjudication by first adjusting the outstanding principal amounts then-due under the Promissory Notes, or, in the case where the Sellers are acknowledging any wrongdoing or liability with respect the Indemnifying Party and the amount of Damages exceeds the outstanding principal amounts then-due under the Promissory Notes, paying the excess amount of Damages by wire transfer of immediately available funds to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimsan account designated by such Purchaser Indemnified Party.

Indemnification by Sellers. Subject to the limitations set forth in Sections 7(b), (ae), (f), (g), (h) Each Seller shall and (i), Sellers shall, jointly and severally, indemnify and defend Buyer and hold Buyer, its Affiliates (including, following including the Closing, Company after the Acquired Company and its SubsidiaryClosing Date) and their respective stockholders, members, managers, officers, directors, employees, employees and agents, successors and assigns (the “Buyer IndemniteesIndemnified Persons”) ), harmless from and against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) any Losses incurred related to the failure Transferred Assets, the Transferred IP or the Business of Sellers (including that of the Company prior to the Closing Date), but only if and to the extent that any representation such Losses arise out of an Event occurring prior to the Closing Date; provided, however, that in no event shall Sellers be liable to indemnify any Buyer Indemnified Persons under this Section 7(a)(i) for any Losses that arise out of (A) any claim of patent infringement related to a design created by Sellers prior to the Closing Date and warranty incorporated into a product sold by any Seller contained Buyer on or after the Closing Date, or (B) a defect in the design created by Sellers prior to the Closing Date and incorporated into a product sold by Buyer on or after the Closing Date; provided further, that nothing in this Agreement, the Seller Disclosure Schedule, or Section 7(a)(i) shall limit any certificate or other document furnished to indemnification rights of Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this under any agreement that is not a Transaction Agreement; (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, Losses incurred related to the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with Excluded Assets and the transactions contemplated by this AgreementRetained Liabilities; (iii) any fees, expenses or other payments Losses incurred or owed by any Seller, the Acquired Company or its Subsidiary due to any agentBreach of the representations and warranties (other than Fundamental Warranties) made by Sellers under any of the Transaction Agreements; (iv) any Losses incurred due to material Breach to perform any agreement, broker, investment banker covenant or other firm or person retained or employed by it undertaking expressly binding on Sellers pursuant to any of the Transaction Agreements; or (v) any Losses for which Sellers are obligated to indemnify Buyer in connection with Section 5(b)(ii) of the transactions contemplated Share Purchase Agreement; provided that, notwithstanding anything to the contrary herein, the processes and procedures of such indemnification shall be governed by this Section 5(b) of the Share Purchase Agreement; (vi) any Losses incurred due to any Breach of the Fundamental Warranties made by Sellers under any of the Transaction Agreements; or (vii) any Losses incurred due to any Breach of any statement set forth under any certificate delivered under any Transaction Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Subject to the other terms and conditions of this Article VIII, each Seller shall shall, jointly and severally, indemnify and defend each of Buyer and its Affiliates (including, following including the Closing, the Acquired Company and its SubsidiaryCompany) and their respective stockholdersRepresentatives (collectively, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold each of them harmless fromfrom and against, and shall pay and reimburse each of them for, any and all Losses resulting fromincurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect toto or by reason of: (i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (iia) any inaccuracy in or breach of any covenant of the representations or agreement warranties of any Seller contained in this Agreement, the Seller Disclosure Schedule, Agreement or in any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement (other document furnished than in respect of Section 3.26, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Buyer in connection with Article VI), as of the transactions contemplated by this Agreement; date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (iii) any fees, expenses or other payments incurred or owed by any Sellerexcept for representations and warranties that expressly relate to a specified date, the Acquired Company inaccuracy in or its Subsidiary breach of which will be determined with reference to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement.such specified date); (b) Sellers shall not any breach or non-fulfillment of any covenant, agreement or obligation to be liable performed by any Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any Loss such breach, violation or Losses failure shall be pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder.Article VI); (c) The indemnification provisions contained in this Agreement reflect any Tax Liability of the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act Pre-Closing Tax Period; (d) any Liability related to any Action as a waiver result of any transaction with Domino Systems A/S that has not been carried on an arm’s length basis; (e) any Liability related to compensation or otherwise limit other amounts owed to Company consultants located in Hungary and not reflected in the Balance Sheet; (f) any defenses Liability related to amounts owed by the Company to Chong pursuant to an earnout or other compensation arrangement not reflected in the Balance Sheet; (g) in the event that may be available performing the Company’s obligations pursuant to a product warranty or Contract would violate Sanctions, in the sole discretion of the Buyer, any Liability related to the Company’s breach of such obligations thereunder; (h) any Liability related to any Seller, Action under the Acquired Company or its Subsidiary with respect to Danish Act on Part Time; or (i) any Third Party ClaimsLiability arising out of any Deducted Liabilities.

Indemnification by Sellers. (a) Each Seller From and after the Closing Date, subject to the provisions of this Article 9, Sellers shall jointly and severally indemnify and defend Buyer and Buyer, its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and each of their respective stockholders, members, managers, officers, directors, employees, agentsagents and representatives, successors against and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless fromfrom any loss, any claim, damage, liability, cost or expense (including reasonable fees and all Losses resulting fromexpenses of lawyers, arising out ofaccountants, investigators, experts and other professionals) (collectively, a "Loss") suffered or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: such indemnified party to the extent arising from (i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (ii) any breach of any representation or warranty of either Seller contained in this Agreement or in any certificate delivered pursuant to Sections 8.1 and 8.2, (ii) any nonfulfillment of or failure to comply with any covenant or agreement of Sellers or any Seller of them contained in this Agreement or any Collateral Agreement, (iii) the Seller Disclosure ScheduleExcluded Liabilities, (iv) without limiting the generality of the foregoing, any liability, obligation or commitment resulting or arising from the ownership, operation or condition of the Business or the Assets on or prior to the Closing Date (except to the extent arising from Buyer's operation on the Closing Date), or any certificate from the ownership, operation or condition of the ▇▇▇▇▇ ▇▇▇▇ Business on or prior to the ▇▇▇▇▇ ▇▇▇▇ Transfer Date (except to the extent arising from Buyer's operation on the ▇▇▇▇▇ ▇▇▇▇ Transfer Date), in each case other than Assumed Liabilities or other document furnished obligations which Buyer has expressly agreed to pay pursuant to this Agreement or the Collateral Agreements, (v) any liability or obligation resulting from any failure of Sellers or Buyer to comply fully with any applicable bulk transfer laws or any Tax laws relating to the obligations of a buyer of assets in bulk transfer, except to the extent they constitute Assumed Liabilities, Transfer Taxes or other obligations which Buyer has expressly agreed to pay pursuant to this Agreement or the Collateral Agreements; (vi) the failure of Sellers to have the right prior to Closing (or of Buyer to have the right after Closing if Buyer conducts the applicable operations of the Business in substantially the same manner as Sellers conducted such applicable operations prior to Closing) to use the Lemelson Patents or the Research Resources Patent or any of them or any intellectual property subject thereto in connection with the transactions contemplated by this Agreement; Business or the ▇▇▇▇▇ ▇▇▇▇ Business; PROVIDED, HOWEVER, that Buyer shall use its reasonable best efforts promptly following the Closing to settle any claim related to the Lemelson Patents or the Research Resources Patent with respect to the Business with Sellers' consent (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers which consent shall not be liable unreasonably withheld or delayed); (vii) any additional Taxes (calculated as set forth in Section 9.6(e)) of the Buyer or Windmill (or successors thereto) for Tax periods (or portions thereof) beginning after the Closing Date that would not have arisen but for an increase in the fair market value of the Stock above the amount set forth on SCHEDULE 2.2 as a result of any Loss adjustment by a Taxing Authority made in an audit or Losses pursuant other Tax proceeding; and (viii) any liability, obligation or commitment of Windmill or Buyer arising out of Windmill's existence, operations or ownership of assets on or prior to Section 10.2(a)(ithe Closing Date (except to the extent arising from Buyer's operation on the Closing Date) or the ownership of the Stock prior to Closing (“Buyer Warranty Losses”) unless provided that Tax liabilities and until the aggregate amount of all Buyer Warranty Losses incurred obligations shall not be governed by the Buyer Indemnitees exceeds $100,000above provisions of this clause (viii) and shall instead be governed by Section 2.6(f), in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in definition of "Excluded Taxes" and clause (vii) of this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder9.2). (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller After the Closing, subject to the other terms and conditions of this Section 34, Section 36, and Section 37, Sellers shall indemnify and defend Buyer Purchaser, the World Reach Companies and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholdersRepresentatives (collectively, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer IndemniteesPurchaser Indemnified Parties”) against, and shall hold them the Purchaser Indemnified Parties harmless fromfrom and against, any and all Losses resulting fromincurred or sustained by, or imposed upon, the Purchaser Indemnified Parties based upon, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect toto or by reason of: (i) the failure of a. any representation and warranty by any Seller contained material inaccuracy in this Agreementor material, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (ii) any uncured breach of any covenant of the representations or agreement warranties of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect or in any Transaction Document (for purposes of calculating any Losses arising from such inaccuracy or breach and for purposes of determining whether there has been an inaccuracy in or breach of any such representation or warranty, such representation and warranty shall be read as if it were not qualified by any concept of “material,” “materiality,” “Material Adverse Effect,” or similar qualifiers); b. any material, uncured breach or material non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement or in any Transaction Document that remains uncured despite Sellers being provided with a reasonable cure period of at least thirty (30) days; c. any Actions brought by third parties related to the contractual agreement Business, operations, properties, assets or obligations of Buyer and the World Reach Companies conducted, existing or arising before the Closing including, without limitation, any such Action or other claim otherwise released by the World Reach Companies at the Closing under the Release Agreements; d. any Tax Returns filed by Sellers regarding risk allocation or the World Reach Companies for any tax years prior to the Closing Date, including without limitation, as may be amended pursuant to Section 6(e) hereof; e. any Sellers’ Pre-Closing Liabilities; f. any activity occurring within the Operating Accounts after the Closing which is not authorized in writing by Purchaser unless that unauthorized activity was taken by or at the direction of Purchaser or the World Reach Companies; or g. any Action brought by a third party arising out of or in connection with respect to Losses and other mattersPurchaser’s use of a mark containing “World Reach Health” that infringes upon such third party’s trademark rights. By agreeing to these provisionsThe indemnification obligations of Sellers hereunder shall survive the Closing Date for eighteen (18) months. Notwithstanding the foregoing, none any of Sellers’ indemnification obligations relating to (i) Fundamental Representations, (ii) Tax Liabilities or (iii) Fraud, shall survive indefinitely to the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimsapplicable statute of limitations.

Indemnification by Sellers. (a) Each Seller The Sellers shall indemnify fully indemnify, protect, reimburse, and defend Buyer hold harmless the Purchaser and its Affiliates (including, following the Closing, the Acquired Company successors from and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, against any and all Losses resulting frommaterial damages, arising out ofliabilities, and claims which might exist on account of and by reason of any material failure or default of any of the covenants, agreements, or incurred by warranties of the Sellers hereunder, any Buyer Indemnitee in connection withclaims of sellers' stockholders, all known debts of the Company which are not disclosed or otherwise with respect to: (i) the failure of any representation and warranty by any Seller contained set forth in this Agreement, or are not in the ordinary course of business, and any and all amounts which might be claimed, asserted, or established for as deficiencies in or with respect to federal or state income taxes, or franchise and other taxes and charges against the Company arising out of or related to the returns herein represented to have been filed, and the operations of the Company for or during all fiscal years of the Company, and all such deficiencies with respect to operations and business of the Company during such current fiscal year up to the date of the closing in excess of any amounts which have otherwise been herein provided for. If any claim for which the Sellers shall be obligated to the Purchaser pursuant to the foregoing provisions shall be asserted against the Company, or the Purchaser or either of them, the Sellers shall, within ten (10) days after receiving written notice of such claim, notify the Purchaser in writing whether the Sellers do or do not have any obligation to the payment of such claim. The Sellers shall not object to the payment of any such claim unless the Sellers shall at the same time inform the Purchaser in writing that the Sellers dispute such claim, in whole or in part, and shall promptly initiate proper proceedings to contest the same or undertake the appropriate defense thereof at the Sellers' sole cost and expenses in a manner which will be effective fully to protect against any liability and expense in connection therewith. If within such ten (10) day notice period the Sellers have no objection to the payment of such claim, the Sellers shall be obligated to pay such claim within five (5) days after the expiration of the ten (10) day notice period and shall notify Escrow Agent to pay such claim. The failure of the Sellers and Escrow Agent to pay the claim and to obtain a full release of the Company and the Purchaser shall constitute full authority to either contest the claim or pay the claim and to obtain a release of the Company, the Purchaser, and the Sellers. In such event the Purchaser shall be entitled to receive from the Escrow Agent immediately the amount paid, and the Sellers shall, in such event, have no right to contest the validity of the creditor's claim against the Company or the Purchaser, as the case may be. In the event the Seller Disclosure Scheduleshall, within the above mentioned ten (10) day period, object in writing to the payment of such claim, and shall promptly initiate proper proceedings to contest the same or undertake the appropriate defense thereof. The Purchaser or Escrow Agent shall not have the authority to pay such claims as hereinabove provided, unless and until the claim, in whole or in part, is finally determined to be due and owing, in which event the Purchaser and the Sellers shall be bound by the foregoing provisions with respect to the payment of claims. Purchaser's only recourse to seek indemnification from Sellers shall be under this Agreement. If Purchaser knows that any representation or warranty of Sellers contained in this Agreement is untrue or incorrect in any respect, or Purchaser knows that Sellers have failed to perform any certificate or other document furnished to Buyer in connection with the transactions contemplated by of their agreements required under this Agreement, to be true and correct in all respects as of performed by Sellers prior to or at the date of this Agreement; (ii) any breach of any covenant or agreement of any Seller closing, then, not withstanding anything to the contrary contained in - this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers Purchaser shall not be liable entitled to make a claim for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in under this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any such matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller shall Parent will indemnify Purchaser Parent, Purchasers and defend Buyer and its Affiliates their affiliates (including, following after the Closing, the Acquired Company and its SubsidiarySubsidiaries) and their respective stockholders, membersdirectors, managers, officers, directorsmembers, employees, agents, representatives, successors and assigns (collectively, the “Buyer IndemniteesPurchaser Group”) against, from and shall hold them harmless from, against any and all Losses resulting from, arising out of, or Damages that are incurred by any Buyer Indemnitee in connection with, the Purchaser Group arising from or otherwise with respect related to: (ia) the failure any breach of or inaccuracy in any representation or warranty made by Sellers in this Agreement or in any certificate delivered by Sellers pursuant to this Agreement (except that any breaches of and warranty inaccuracies in the representations and warranties in Section 4.16 shall be subject to Section 8.2(c)(1)); (b) any breach of or failure by any Seller contained to perform any covenant or obligation set out or contemplated in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (iic) (1) any breach of or inaccuracy in any covenant representation or agreement of any Seller warranty contained in this Agreement, the Seller Disclosure ScheduleSection 4.16, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii2) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability Liability with respect to any matterOwned Real Property or any Leased Real Property arising under any Environmental Law, except to the extent first arising out of acts first occurring after the Closing Date; (d) any Liability arising under or relating to any Environmental Law or relating to Hazardous Materials with respect to any real property formerly owned, leased, or occupied by any Seller or any Acquired Subsidiary; (e) any Excluded Assets or Excluded Liabilities; (f) Any liability incurred by Purchaser Parent related to obligations arising out of redacted information in the Settlement Agreement, dated as of October 23, 2008 between Seller Parent, U.S. Seller, 3M Company, and these provisions shall not act as a waiver or otherwise limit any defenses that may be 3M Innovative Properties Company and made available to Purchaser Parent prior to the date hereof; (g) any SellerLiability of any Seller or Acquired Subsidiary (including Liabilities for Taxes, but excluding any Liability of any Acquired Subsidiary under the executory portion of any Contract (except for any Contract not disclosed in Section 4.11 of the Disclosure Schedules if (i) such non-disclosure constitutes a misrepresentation under Section 4.11 and (ii) the assumption of such Contract by any Purchaser would, in such Purchaser’s reasonable determination, materially and adversely affect Purchaser)) that does not appear on the Final Closing Balance Sheet or exceeds the amount of such liability shown on the Final Closing Balance Sheet, except to the extent arising out of acts of the Purchaser Group or any Acquired Subsidiary first occurring after the Closing Date; (h) any Liability of any Acquired Subsidiary arising under or relating to any pension or other retirement benefit plan for any Employees engaged or employed immediately prior to Closing wholly or primarily in the United States, the United Kingdom (including Liabilities under Section 75 of the UK Pensions Act 1995), or Australia, except to the extent arising out of acts of the Purchaser Group or any Acquired Company Subsidiary first occurring after the Closing Date; (i) any of the matters set forth on Schedule 2.3(g), except to the extent arising out of acts of the Purchaser Group or its any Acquired Subsidiary first occurring after the Closing Date; (j) any Liability of any Seller or any Acquired Subsidiary with respect to any Third Party ClaimsBusiness Intellectual Property arising under any intellectual property law at any time, including, without limitation, laws relating to patent infringement, but excluding any of the matters set forth on Schedule 2.3(g); or (k) any noncompliance with any Bulk-Transfer Laws or any Liability under any Tax laws as a result of Purchasers succeeding to Sellers as the owners of the Acquired Assets (except to the extent any such Liabilities are Assumed Liabilities).

Indemnification by Sellers. (a) Each Seller shall indemnify Beginning after the Closing and defend Buyer subject to the limits and its Affiliates (including, following the Closingterms set forth in this Article 10, the Acquired Company Sellers will, severally and its Subsidiary) and their respective stockholdersnot jointly (on a pro-rata basis, members, managers, officers, directors, employees, agents, successors and assigns (based on the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred proportion that the proceeds received by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the failure of any representation and warranty by any each such Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated hereby bears to the proceeds received by all Sellers in connection with the transactions contemplated hereby), indemnify, defend and hold harmless Buyer, the Company and their respective Representatives (collectively, the "Buyer Indemnified Persons") for any loss, liability, claim, damage, or expense (including reasonable costs of investigation, defense and attorneys’ fees), whether or not involving a third-party claim (collectively, "Damages"), incurred by Buyer to the extent resulting from: (i) any breach of any representation or warranty made by the Company at or prior to Closing in this Agreement, to be true and correct Agreement or in all respects as of the date of this AgreementCompany’s Closing Certificate; (ii) any breach by the Company at or prior to the Closing of any covenant or agreement obligation of any Seller contained the Company in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement;; or (iii) any feesCompany's ownership, expenses use or other payments incurred or owed by any Seller, disposition of the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementExcluded Property. (b) Sellers shall not be liable Beginning after the Closing and subject to the limits and terms set forth in this Article 10, each Seller as to itself will indemnify, defend and hold harmless Buyer, the Company and their respective Representatives (collectively, the "Buyer Indemnified Persons") for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses Damages incurred by Buyer to the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(bextent resulting from: (i) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of any representation or warranty hereunder. (c) The indemnification provisions contained made by such Seller at or prior to Closing in this Agreement reflect or in the contractual agreement Seller’s Closing Certificate; (ii) any breach by such Seller of Buyer and any covenant or obligation of such Seller in this Agreement. To the extent such Damages under clause (a) or (b) are covered by applicable insurance policies, including insurance policies which become effective on or after the Closing Date, Sellers regarding risk allocation with respect to Losses and other mattersshall be excused from liability under this Article 10. By agreeing to these provisions, none of SellersTo the extent Sellers are excused from liability under this Article 10 solely because the Damages are covered by applicable insurance policies, the Acquired Company nor its Subsidiary are acknowledging parties hereby waive any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that subrogation rights which their respective insurance carriers may be available to any Sellerhave against Sellers under this Section 10.2. Rather, the Acquired Company or its Subsidiary with respect Sellers shall be considered to any Third Party Claimsbe additional insureds.

Indemnification by Sellers. From and after the applicable Closing Date, subject to the applicable provisions of this Article VIII, each Seller shall, jointly and severally, reimburse, indemnify, defend, and hold harmless Purchaser and its successors, members, Personnel, representatives, Affiliates and agents (collectively, the “Purchaser Indemnified Parties”) from and against any and all Indemnity Losses resulting or arising from or relating to or incurred or suffered in connection with: (a) Each any breach of any representations and warranties of any Seller set forth in Article IV hereof; provided that no indemnification obligation shall indemnify and defend Buyer and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiaryarise under this Section 8.01(a) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) to any representations or warranties of Sellers set forth in Sections 4.20 – 4.33, inclusive, unless and until the failure of any representation and warranty by any Seller contained Platform Closing occurs in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection accordance with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date terms of this Agreement; (iib) nonperformance, noncompliance or breach by any breach Seller of any covenant covenant, obligation or agreement of to be performed by any Seller contained in under this Agreement; provided that no indemnification obligation shall arise under this Section 8.01(b) with respect to any covenant, obligation or agreement to be performed by any Seller under this Agreement relating to the Seller Disclosure Schedule, Platform Closing or any certificate or other document furnished to Buyer in connection with the transactions contemplated by thereby unless and until the Platform Closing occurs in accordance with the terms of this Agreement; (iiic) any feesExcluded Asset or any Excluded Liability, expenses including any failure of any Seller to assume, pay, perform and discharge any Excluded Liability; (d) each Seller’s performance of its obligations under the Interim-Subservicing Agreement, except to the extent performed at the express direction of Purchaser; and (e) any and all Proceedings, demands, assessments, audits or other payments incurred or owed by judgments arising out of any Seller, of the Acquired Company or its Subsidiary foregoing; provided that no indemnification obligation shall arise under this Section 8.01(e) with respect to any agentProceedings, brokerdemands, investment banker assessments, audits or other firm judgments relating to the Platform Closing or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) thereby unless and until the aggregate amount Platform Closing occurs in accordance with the terms of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunderAgreement. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Subject to the provisions of this Article X, each Seller shall agrees to indemnify and defend Buyer and its Affiliates (including, following each of the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) Purchaser Indemnified Parties against, and shall agrees to hold each of them harmless from, any and all Losses resulting from, incurred or suffered by them relating to or arising out of, of or incurred by any Buyer Indemnitee in connection with, or otherwise with respect toany of the following: (i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (iia) any breach of or any covenant inaccuracy in any representation or agreement of warranty made by any Seller contained in this Agreement, the Seller Disclosure Schedule, Agreement or any Related Agreement or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed delivered by any Seller, Seller at the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement.Closing; (b) any breach of or failure by any Seller or the Sellers shall not be liable for Representative to perform any Loss covenant or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until obligation of any Seller or the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing Sellers Representative contained in this Section 10.2(bAgreement or any Related Agreement or any certificate delivered by any Seller at the Closing; (c) any breach of or any inaccuracy in any representation or warranty made by the Company or any Stockholder in the Merger Agreement or any Related Agreement or any certificate delivered by the Company or any Stockholder at the Closing; (d) any breach of or failure by the Company to perform any covenant or obligation of the Company required to be performed or complied with on or prior to the Closing Date contained in the Merger Agreement or any Related Agreement or any certificate delivered by the Company at the Closing; (e) any breach of or failure by the any Stockholder or the Stockholders Representative to perform any covenant or obligation of the Stockholder or the Stockholders Representative contained in the Merger Agreement or any Related Agreement or any certificate delivered by any Stockholder at the Closing; or (f) all Taxes that have become due and payable during, or which have accrued with respect to the Company or any Subsidiary for, any period included in the Tax Indemnification Period and that have not been paid prior to the Closing Date or reserved on the Closing Date Balance Sheet (it being understood that any Taxes attributable to the Company or any Subsidiary payable as a result of an audit of any Tax Return shall be deemed to limit or restrict have accrued in the period to which such Taxes are attributable); provided, that no Seller shall have any manner any rights or remedies which Buyer hasliability under this Section 10.2 unless a notice of the Purchaser Indemnified Party's claim shall have been given to the Sellers Representative and the Stockholders Representative not later than the close of business on the first anniversary of the Closing Date, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation except with respect to Losses and other matters. By agreeing to these provisions, none claims for breaches of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party ClaimsExcluded Covenants.

Indemnification by Sellers. Subject to the other terms and conditions of this Article 8, Sellers, and their respective successors and assigns, as applicable (a) Each collectively, the “Seller Indemnifying Parties”), shall indemnify and defend Buyer and hold harmless Buyer, its Affiliates (including, following after the Closing, the Acquired Company and its Subsidiary) Company), and their respective stockholdersdirectors, officers, employees, members, managers, officersequityholders, directors, employeesrepresentatives, agents, successors and assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) against), and shall hold them harmless fromreimburse Buyer Indemnified Parties for, any and all Losses Damages arising out of or resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (ia) the failure any breach or inaccuracy of any representation of the representations and warranty by any warranties of the Company or either Seller contained made in this Agreement, ; (b) any failure by the Company or either Seller Disclosure Schedule, to perform or comply with any certificate agreement or other document furnished covenant in this Agreement; (c) any Indebtedness of the Company outstanding as of the Closing Date (to Buyer the extent not taken into account as a specific reduction to the Closing Date Net Total Consideration in the calculation of Closing Indebtedness); (d) any Unpaid Company Transaction Expenses (to the extent not taken into account as a specific reduction to the Closing Date Net Total Consideration in the calculation of Unpaid Company Transaction Expenses); (e) the Specified Litigation or the settlement thereof (to the extent not paid prior to or in connection with the Closing); and (f) (i) Taxes of the Company with respect to any Pre-Closing Tax Period, including any Taxes resulting from the Company Reorganization; (ii) Taxes of either Seller (including, without limitation, capital gains Taxes arising as a result of the Company Reorganization or the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with of their respective Affiliates (excluding the transactions contemplated by this Agreement; Company) for any Tax period; (iii) Taxes for which the Company (or any feespredecessor of the Company) is held liable under Section 1.1502-6 of the United States Treasury Regulations (or any similar provision of state, expenses local or other payments incurred or owed foreign Law) by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount reason of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict entity being included in any manner consolidated, affiliated, combined or unitary group at any rights time on or remedies which Buyer has, before the Closing Date; and (iv) any Taxes imposed on or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation payable by third parties with respect to Losses and other matters. By agreeing which the Company has an obligation to these provisions, none of Sellers, indemnify such third party pursuant to a transaction consummated prior to the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party ClaimsClosing.

Indemnification by Sellers. (a) Each Subject to the other terms and conditions of this Article VII, from and after the Closing, each Seller shall indemnify severally and not jointly indemnify, defend Buyer and hold harmless Purchaser and its Affiliates (including, following the Closing, including the Acquired Company and its SubsidiaryCompanies) and their respective stockholdersRepresentatives (collectively, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Purchaser Indemnitees”) against, and shall hold them harmless from, against any and all Losses resulting fromincurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, resulting from or incurred by any Buyer Indemnitee in connection with, or otherwise with respect toreason of: (ia) the failure any breach of any representation and warranty by any of the representations or warranties of such Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date hereof or as of the Closing Date as though made on and as of the Closing Date (except to the extent the representations or warranties refer to another date, in which case as of such other date); (b) any breach or non-fulfillment of any covenant or agreement to be performed or complied with by such Seller pursuant to this Agreement; (iic) any breach or non-fulfillment of any covenant or agreement to be performed or complied with at or prior to the Closing by any Acquired Companies pursuant to this Agreement; or (d) (i) all Taxes of any Seller contained in this AgreementAcquired Company or relating to the business of any Acquired Company for all Pre-Closing Tax Periods, the Seller Disclosure Schedule(ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Acquired Company (or any certificate predecessor of any Acquired Company) is or was a member on or prior to the Closing Date by reason of a Liability under Treasury Regulations Section 1.1502-6 or any similar provisions of applicable Tax Law (other document furnished than Taxes arising with respect to Buyer in connection with the transactions contemplated by this Agreement; groups consisting only of Acquired Companies), (iii) any fees, expenses or other payments incurred or owed by and all Taxes of any Seller, the Person imposed on any Acquired Company arising under the principles of transferee or its Subsidiary successor Liability or by contract, relating to an event or transaction occurring before the Closing Date and (iv) any agentTaxes required to be deducted and withheld from amounts payable pursuant to this Agreement or the Escrow Agreement to the extent not previously deducted and withheld under Section 2.04; provided, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers that each Seller shall not only be liable to the Purchaser Indemnitees for indemnification under this Section 7.02 in proportion to such Seller’s Percentage Interest of such Losses; provided, further, that no Seller shall have any liability for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable this Article VII for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of any representation or warranty hereunderor breach of covenant or agreement set forth herein by any other Seller. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller Sellers shall hold harmless, defend and indemnify Purchaser and defend Buyer each Affiliate and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) Representative of Purchaser and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (each, a “Purchaser Indemnitee”, and collectively, the “Buyer Purchaser Indemnitees”) from and against, and shall hold them harmless fromcompensate and reimburse each Purchaser Indemnitee for, any and all Losses resulting from, arising out of, Damages that are directly or indirectly suffered or incurred by any Buyer Purchaser Indemnitee in connection withor to which any Purchaser Indemnitee may otherwise become subject at any time (regardless of whether or not such Damages relate to any Third Party Claim) and that arise directly or indirectly from or as a direct or indirect result of, or otherwise are directly or indirectly connected with respect tothe following: (i) the failure any breach or inaccuracy of any representation and warranty of the representations or warranties made by any Seller contained in this Agreement, Agreement (without giving effect to any supplement to the Seller Disclosure Schedule, ) or in any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this AgreementCollateral Agreements; (ii) any breach of any covenant or agreement obligation of any Seller contained in this Agreement, the Seller Disclosure Schedule, Agreement or any certificate or other document furnished to Buyer in connection with of the transactions contemplated by this AgreementCollateral Agreements; (iii) any fees, expenses Indebtedness of the Company Entities not discharged on or other payments incurred prior to the Closing; (iv) any Seller Transaction Expenses not discharged on or owed by prior to the Closing; (v) any SellerLiability related to any Company failure to timely adopt a Section 125 “cafeteria” plan; (vi) for a period of eighteen (18) months from and after the Closing Date, the Acquired Company matters set forth on Section 11.2(a)(vi) of the Disclosure Schedule; and (vii) any Pre-Closing Taxes or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementTransfer Taxes. (b) Subject to Section 11.2(c), Sellers shall not be liable for required to make any Loss or Losses indemnification payment pursuant to Section 10.2(a)(i11.2(a)(i) (“Buyer Warranty Losses”) unless for any breach or inaccuracy of the representations and warranties made by Sellers in this Agreement, or in any of the other Collateral Agreements or pursuant to Section 11.2(a)(vi), until such time as the aggregate total amount of all Buyer Warranty Losses Damages (including the Damages arising from such breach and all other Damages arising from any other breaches or inaccuracies of any representations or warranties or the other matters set forth on Section 11.2(a)(vi) of the Disclosure Schedule) that have been directly or indirectly suffered or incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit any one or restrict in any manner any rights or remedies which Buyer hasmore of Purchaser Indemnitees, or might haveto which any one or more of Purchaser Indemnitees has or have otherwise become subject, at Lawexceeds Eight Hundred and Fifty Thousand Dollars ($850,000) (the “Deductible”). Subject to Section 11.2(c), in equity or otherwise, based on fraud or a willful misrepresentation or willful breach the aggregate liability of warranty hereunderSellers under this ARTICLE 11 shall not exceed the Escrow Amount (the “Cap”). (c) The limitations on the indemnification provisions obligations of Sellers that are set forth in Section 11.2(b) shall not apply to (x) any breach or inaccuracy of any of the Fundamental Representations, (y) any claim based on fraud or (z) any indemnification claim made by any Purchaser Indemnitee pursuant to clauses (ii) through (v) and (vii) of Section 11.2(a); provided, however, the aggregate liability of Sellers under this ARTICLE 11 shall not exceed the Net Closing Consideration. (d) Sellers indemnification obligations hereunder, shall be on a several and not joint basis, in proportion to such Seller’s ownership interest in the Company as set forth in Schedule I; provided that to the extent that any Purchaser Indemnitee makes any claim for indemnification for any amount of the Escrow Amount, Sellers indemnification obligations, up to the Escrow Amount, shall be on a joint and several basis. (e) Notwithstanding anything to the contrary contained herein, for purposes of determining whether there has been a breach or inaccuracy of any of the representations or warranties and the amount of any Damages that are the subject matter of a claim for indemnification hereunder, the Deductible shall be the materiality standard for all purposes hereunder, and, therefore, each representation and warranty and other provision contained in this Agreement reflect and each certificate delivered pursuant hereto shall be read without regard and without giving effect to any materiality, Material Adverse Effect or knowledge standard or qualification contained in such representation or warranty (as if such standard or qualification was deleted from such representation and warranty). (f) The amount of any Damages that are subject to indemnification under this ARTICLE 11 shall be calculated net of any amounts actually recovered by the contractual agreement Purchaser Indemnitee under insurance policies in connection with such Damages, net of Buyer and Sellers regarding risk allocation with respect to Losses and other mattersany insurance deductibles, costs of collection or premium increases resulting from making any claim thereunder. By agreeing to these provisions, none of Sellers, In the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability event that a recovery is made by a Purchaser Indemnitee with respect to any matterDamages for which such Purchaser Indemnitee has already been indemnified hereunder, and these provisions then a refund equal to the amount of the recovery shall not act as a waiver or otherwise limit any defenses that may be available made promptly to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party ClaimsSeller Representative.

Indemnification by Sellers. Subject to a cap of $153,333.33 for each individual Seller (a) Each Seller shall “Indemnity Caps”), Sellers hereby covenant and agree that, to the fullest extent permitted by Legal Requirement, they will defend, indemnify and defend Buyer hold harmless Buyer, and its Affiliates (includingRelated Persons and Representatives, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholdersofficers, directors, members, managers, officers, directors, employees, agents, and Representatives, and all successors and assigns of the foregoing (collectively, the “Buyer IndemniteesIndemnified Persons”) against), for, from and shall hold them harmless from, against any and all Losses resulting from, Adverse Consequences arising out of, from or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: : (i) the failure any Breach of any representation and warranty representation, warranty, covenant, obligation or agreement made by any Seller contained Sellers in this Agreementthe Transaction Documents, the Seller Disclosure ScheduleSchedules and Exhibits hereto, the certificates delivered hereunder, any transfer instrument, or any certificate other certificate, document, writing or other document furnished instrument delivered by Sellers pursuant to Buyer or otherwise in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; Transaction Documents; (ii) any breach Liability of any covenant CCS based on facts, events or agreement of any Seller contained in this Agreement, circumstances occurring before the Seller Disclosure ScheduleClosing Date, or any certificate arising out of or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; ownership and operation of CCS, the CCS Assets, and the CCS business prior to the Closing Date, or facts and circumstances relating specifically to CCS, the CCS Assets, and the CCS business existing at or prior to the Closing, respectively, whether or not such Liabilities or claims were known or unknown, absolute, accrued or contingent, on such date; (iii) any fees, expenses Liability of CCS to Sellers or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it Related Person of Sellers (except in connection with Permitted Encumbrances prior to the transactions contemplated date on which Buyer has fully performed under the Transaction Documents); or (iv) any claim by any Person for any brokerage or finder’s fee, commission or similar payment based upon any agreement or understanding alleged to have been made by such Person with any Sellers in connection with this AgreementAgreement or any of the Contemplated Transactions. 6.3.3.1 In addition to its indemnification obligations under Section 6.3.3, subject to the Indemnity Caps, Sellers hereby covenant and agree that, to the fullest extent permitted by Legal Requirement, they will defend, indemnify and hold harmless the Buyer Indemnified Persons for, from and against any Adverse Consequences (including costs of cleanup, containment or other Remedial Action) arising out of acts or neglect occurring or conditions existing at or before Closing from or in connection with: (i) any Environmental, Health and Safety Liabilities arising out of or relating to (a) the conduct of any activity by Seller, CCS, or their Related Persons, or any employee, contractor, agent or Representative thereof, relating to the CCS Assets or Business, (b) Sellers shall not be liable for the ownership or operation by any Loss Person at any time on or Losses pursuant prior to Section 10.2(a)(ithe Closing Date of any of the CCS Assets or Business, or (c), any Hazardous Materials or other contaminants that were present on the CCS Assets at any time on or prior to the Closing Date; or (ii), any bodily injury (including illness, disability or death, regardless of when such bodily injury occurred, was incurred or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use of real property) (“Buyer Warranty Losses”) unless and until or other damage of or to any Person or any of the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000CCS Assets, in which event Seller shall be liable for such Buyer Warranty Losses any way arising from the first dollar; provided that nothing contained in this Section 10.2(bor allegedly arising from (a) shall be deemed to limit any Hazardous Activity conducted by Seller, CCS, their Related Persons or restrict in any manner any rights employee, contractor, agent or remedies which Buyer hasRepresentative thereof, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses the CCS Assets or Business, or (b), from any Hazardous Material that was present or suspected to be present on or before the Closing Date on or at the Properties (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any Property and was present or suspected to be present on any Property, on or prior to the Closing Date), or Released or allegedly Released by Seller, CCS, their Related Persons, or any Person, on or at any of the Properties or CCS Assets at any time on or prior to the Closing Date. Buyer, either directly or through CCS, will be entitled to control any Remedial Action, any Proceeding relating to a claim that any Environmental Law has been violated and any other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability Proceeding with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that which indemnity may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimssought under this Section 6.3.

Indemnification by Sellers. (a) Each Seller shall Subject to the limitations in paragraph (b) below, the Sellers, jointly and severally, agree to defend, indemnify and defend Buyer hold harmless Buyer's Indemnified Persons from and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and against all Losses directly or indirectly incurred by or sought to be imposed upon any of them resulting from, from or arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the failure any breach of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date representations or warranties of this AgreementArticle 2 hereof; (ii) any litigation or similar matter required to be disclosed on Schedule 2.19 hereto, except to the extent of reserves with respect thereto on the Base Balance Sheet; (iii) any breach of any covenant or agreement of any Seller contained made by Sellers in this Agreement, the Seller Disclosure Scheduleany Ancillary Agreement, or any certificate agreement contemplated hereby; (iv) any Taxes owing by the Company or Sellers or Buyer, as successor to the Company, (including interest and penalties with respect thereto) for all periods, or portions thereof, up to an including the Closing Date, except to the extent of reserves with respect thereto on the Base Balance Sheet; (v) any Governmental Authority or other document furnished third party action for damages, including fines or penalties; (vi) any matter relating to Buyer any Company Employee Plan occurring prior to the Closing; (vii) any fraud or intentional misrepresentation by the Company or any Seller contained herein or committed in connection with respect of the transactions contemplated by this Agreement;hereby; or (iiiviii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary liability for which Sellers have expressly agreed to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreementbe responsible. (b) Sellers The right to indemnification under paragraph (a) is subject to the following limitations: (i) The Seller shall not be liable have no liability under paragraph (a) unless one or more of the Buyer's Indemnified Persons gives written notice to the Seller asserting a claim for Losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of (A) two (2) years from the Closing Date with respect to claims described in clause (i); (B) the period of the applicable statute of limitations in the case of claims described in clauses (iii) (iv) (v); and (C) without limitation as to time with respect to claims described in clauses (ii), (vii) or (viii); except that, for any Loss claim based upon a covenant or Losses pursuant undertaking which by its terms is to Section 10.2(a)(ibe performed after the Closing, then the period above shall commence on the date when such covenant or agreement should have been performed. (ii) Indemnification for claims under paragraph (“Buyer Warranty Losses”a) unless and until above shall be payable by Sellers only if the aggregate amount of all Buyer Warranty Losses incurred thereunder by the Buyer Indemnitees exceeds Buyer's Indemnified Persons shall exceed $100,00025,000, in at which event Seller point Sellers jointly and severally shall be liable responsible for such Buyer Warranty Losses from all Losses, including the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach $25,000 of warranty hereundersuch Losses. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller From and after the Closing, Sellers shall indemnify and defend Buyer and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managersaffiliates, officers, directors, employeesemployees , agents, successors stockholders and assigns agents (the “"Buyer Indemnitees”Indemnified Parties") against, against and shall hold them harmless fromfrom any liability, any claim, damage, Tax or expense (including reasonable legal fees and all Losses resulting from, arising out of, expenses) ("Losses") suffered or incurred by any Buyer Indemnitee in connection withIndemnified Party as a result of, arising from or otherwise with respect torelating to the following: (ia) the failure any breach of any representation and or warranty by any Seller of Sellers contained in this Agreement, the Seller Disclosure Schedule, Agreement or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreementdelivered pursuant hereto; (iib) any breach of any covenant or agreement of any Seller Sellers contained in this Agreement; (c) any breach of any covenant or agreement of the Companies contained in this Agreement relating to the period prior to the Closing; (d) liabilities of any Company resulting from or arising out of the conduct of the Business prior to the Closing, including without limitation any claim listed on Schedule 5.20, to the extent such liabilities are not reflected in the Most Recent Balance Sheet; (e) any claim arising out of any breach or violation or alleged breach or violation of any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by any Company or its predecessors, which breach or violation occurred or allegedly occurred prior to the Closing, and any judgment or other adverse determination or settlement or claim arising out of any suit, action or proceeding arising out of the conduct of the Business prior to the Closing; (f) expenses of either Seller Disclosure Schedule, or any certificate or Company, other document furnished than Transaction Expenses, relating to Buyer in connection with the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (iiig) the Taxes of any of the Companies for any taxable period or portion thereof ending on or prior to the Closing Date; (h) any feesaction, expenses suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity; and (i) any Tax,cost or other payments incurred expense (including any amounts imposed as a result of the application of Section 481 of the Code) resulting from any change in accounting method or owed any change in the accounting treatment of any item of any of the Companies, from the method or treatment used by any Sellersuch Company for taxable periods beginning prior to the Closing Date, the Acquired Company which change Buyer deems necessary or its Subsidiary appropriate, in Buyer's sole discretion, to any agent, broker, investment banker or other firm or person retained or employed by it in connection comply with the transactions contemplated by this Agreement. (b) applicable Tax law. Sellers shall not be liable for any Loss or Losses pursuant obligated to indemnify Buyer under this Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until 11.2 only in the event -38- that the aggregate amount of all Buyer Warranty any Losses suffered or incurred by Buyer, as to which Buyer would be entitled to indemnification thereunder,shall exceed, in the Buyer Indemnitees exceeds aggregate, $100,00050,000, in which event Seller Buyer shall be liable for entitled to recover all such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunderincluding such $50,000. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Lend Lease, on behalf of itself and each Seller, and each other Seller shall indemnify severally, agrees to indemnify, defend and defend Buyer and its Affiliates (including, following the Closinghold Buyer, the Acquired Companies and Company and its Subsidiary) Subsidiaries and their respective stockholders, members, managers, officers, directors, employees, agents, successors employees agents and assigns (the “Buyer Indemnitees”) against, Affiliates harmless from and shall hold them harmless from, any and against all Losses resulting from, arising out suffered or incurred by reason of (a) any untrue representation of, or incurred by any Buyer Indemnitee in connection withbreach of warranty by, or otherwise with respect to: (i) the failure of any representation and warranty by any Seller contained Sellers in this Agreement, the Seller Disclosure Schedule, Agreement or any certificate or other document furnished to Buyer given in connection with herewith, notice of which is given to Sellers on or prior to 30 days following the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; relevant Expiration Date; (iib) any breach nonfulfillment of any covenant or agreement of any Seller contained Sellers or the Companies in this Agreementagreement, notice of which is given to Sellers on or prior to 30 days following the Seller Disclosure Schedulerelevant Expiration Date; (c) any Liabilities of Lend Lease, LLPMA, Compass Australia or any of their respective Affiliates of any kind whatsoever, whether or not accrued or fixed, absolute or contingent, or determined or determinable, relating to or arising out of the Australian Business prior to and including the Australia Closing Date including, without limitation, (i) any certificate Taxes that are attributable to any period prior to and including the Australia Closing Date; (ii) any Liabilities to or other document furnished with respect to Buyer in connection current or former employees of the Australian Business or pursuant to or with the transactions contemplated by this Agreement; respect to Plans; and (iii) any fees, expenses Liabilities to or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses current employees of the Australian Business who have accepted employment with Buyer or any of its Affiliates, to the extent related to or arising out of services provided on or prior to the Australia Closing Date; (d) any Liabilities under any "stay pay," severance or similar agreement under which any Company or Company Subsidiary may have any Liability or obligations including, but not limited to those agreements set forth in Section 3.21(a) and other matters. By agreeing to these provisions, none Section 14(b) of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability Disclosure Schedule; (e) except with respect to the obligation to provide property management, facility management, leasing and Project Management Services pursuant to the agreements listed on Section 3.14(a) of the Company Disclosure Schedule after the Worldwide Closing Date, any matter, and these provisions shall not act as a waiver obligations or otherwise limit Liabilities under any defenses that may be available to any Seller, the Acquired Company agreement or understanding between Lend Lease or its Subsidiary with respect Affiliates (including the Companies and the Company Subsidiaries) on the one hand and the Equitable and its Affiliates on the other hand whether or not arising out of or relating to Lend Lease's acquisition of the investment management and investment advisory businesses of the Equitable and its Affiliates; (f) any Third Party ClaimsLiabilities relating to or arising out of any item set forth on Schedule 3.22 of the Company Disclosure Schedule; and (h) enforcing the indemnification rights of Buyer pursuant to this Section 12.3.

Indemnification by Sellers. After the Closing Date and subject to the limitations set forth below, including without limitation the limitations described in Section 11.4, each Seller and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as applicable, agree to and do hereby indemnify and hold Buyer and each of its Affiliates, officers, directors and employees harmless against any claims, suits, losses, expenses, damages, obligations, liabilities (including costs and reasonable attorneys' fees) (hereinafter referred to collectively as "Losses") which result from or are related to any of the following: (a) Each any breach or failure of such Seller shall indemnify and defend Buyer and or PNIC (in the case of PNIC, prior to Closing), as applicable, to perform any of its Affiliates covenants or agreements set forth herein; (includingb) the inaccuracy of any representation or warranty made herein by such Seller or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, following the Closing, the Acquired Company and its Subsidiaryas applicable; (c) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by liabilities of any Buyer Indemnitee in connection with, or otherwise with respect to: Seller except for (i) those liabilities incurred by Buyer pursuant to this Article 11, (ii) liabilities of such Seller that are actually the failure primary obligations of PNIC and (iii) the Seller Assumed Liabilities; (d) any liabilities of any representation and warranty by any Seller contained or PNIC arising prior to the Closing other than (i) with respect to PNIC, those liabilities specifically set forth or provided for in the Statutory Statements or otherwise specifically provided for in this Agreement, Agreement or disclosed in any Schedule of the Seller Sellers' Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (ii) any breach of any covenant or agreement of any Seller contained in this Agreementwith respect to Wycon, the Seller Disclosure ScheduleWycon Assumed Liabilities, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Sellerwith respect to Unamark, the Acquired Company Unamark Assumed Liabilities, (iv) with respect to Americlaim, the Americlaim Assumed Liabilities and (v) any liabilities described in Section 5.32(i), (ii), (iii) or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by (iv) of this Agreement. (be) Sellers shall not be liable for any Loss Employee Plan or Pension Plan maintained prior to the Closing Date by such Seller or PNIC or maintained at any time by such Seller, including any Losses pursuant arising out of any claim that Buyer or any of its Subsidiaries has liability as a successor employer to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until any of the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder.Sellers; (cf) The indemnification provisions contained any actions of such Seller or PNIC prior to the Closing Date relating to the Employees or any other persons employed by such Seller or PNIC; or (g) any fines or penalties assessed against any of the Sellers or PNIC for actions engaged in this Agreement reflect prior to the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party ClaimsClosing Date.

Indemnification by Sellers. (a) Each From and after the Closing, and subject to the terms of this Agreement, Seller shall indemnify and defend Buyer hold harmless Purchaser and its Affiliates (including, following the Closingcollectively, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer IndemniteesPurchaser Indemnified Parties”) from and against, and shall hold them harmless fromreimburse any Purchaser Indemnified Party for, any and all Losses that such Purchaser Indemnified Party may suffer or incur, or become subject to, to the extent resulting from, caused by or arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect toof any: (i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this AgreementIndemnified Taxes; (ii) any breach the matter set forth on Section 7.2(a)(ii) of any covenant or agreement of any Seller contained in this Agreement, the Seller Purchaser Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with matter set forth on Section 7.2(a)(iii) of the transactions contemplated by this AgreementPurchaser Disclosure Schedule; and (iv) the matter set forth on Section 7.2(a)(iv) of the Purchaser Disclosure Schedule. (b) Sellers The indemnification obligations, covenants and agreements (x) contained in Section 7.2(a)(i) and Section 7.2(a)(iii) will expire on the date that is thirty (30) days after the expiration of the applicable statute of limitation in respect of any such liabilities or claims and (y) contained in Section 7.2(a)(ii) and Section 7.2(a)(iv) will expire on the twelve (12)-month anniversary of the Closing Date (with respect to each such liability and claim, the “Applicable Expiration Date”); provided, however, that any claim pursuant to this Section 7.2 pending on such Applicable Expiration Date for which written notice has been given to Seller in accordance with Section 9.6 on or before the Applicable Expiration Date may continue to be asserted and indemnified against in accordance with this Section 7.2 until finally resolved. No Purchaser Indemnified Party shall be entitled to any indemnification for any Losses, and no indemnification payment shall be required to be made for any Losses, in each case, (i) pursuant to indemnification claims under Section 7.2(a)(ii) and Section 7.2(a)(iv) on a cumulative basis in an aggregate amount exceeding five percent (5%) of the Final Cash Purchase Price and (ii) without limiting the foregoing clause (i), pursuant to indemnification claims under this Section 7.2 on a cumulative basis in an aggregate amount exceeding the Final Cash Purchase Price. Seller will not be liable obligated to indemnify a Person with respect to any claim that relates to Losses resulting from the passing of or change in any Law or any accounting policy, principle or practice (or the interpretation thereof by any Person) after the Closing Date, even if the change has retroactive effect or requires action at a future date. To the extent that a claim for indemnification by a Purchaser Indemnified Party hereunder relates to a liability incurred by the Company and there is an accrual on the Financial Statements as of the Balance Sheet Date in respect of such liability, then the determination of Losses in respect of such claim shall be net of such accrual. Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party shall be entitled to indemnification under this Section 7.2, or make a claim, for any amounts in respect of punitive damages, consequential, incidental or indirect damages, lost profits or diminution in value (except to the extent actually paid to a third party pursuant to a Third-Party Claim). Notwithstanding anything to the contrary set forth herein, Indemnified Taxes shall only be treated as a Loss pursuant to this Section 7.2 to the extent that a Taxing Authority has made an assessment or claim with respect to such Taxes. Each Purchaser Indemnified Party acknowledges the common law duty to mitigate Losses. Upon making any payment of a claim for indemnification to Seller in respect of any Losses pursuant to this Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until 7.2, Seller will, to the aggregate amount extent of such payment, be subrogated to all Buyer Warranty rights of the Purchaser Indemnified Party against any third party in respect of the Losses incurred by the Buyer Indemnitees exceeds $100,000, in to which event Seller such payment relates. All payments pursuant to this Section 7.2 shall be liable treated as adjustments to the Final Cash Purchase Price for such Buyer Warranty Losses from all foreign, federal, state and local income Tax purposes, to the first dollar; maximum extent permitted by applicable Law. The indemnification provided that nothing contained in this Section 10.2(b) 7.2, subject to the limitations set forth herein, shall be deemed the sole and exclusive post-Closing remedy available to limit any Purchaser Indemnified Party in connection with any Losses arising out of or restrict resulting from the matters described in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunderthis Section 7.2. (c) The indemnification provisions contained Payments by Seller pursuant to this Article VII shall be limited to the amount of any Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Purchaser Indemnified Parties from any third parties (other than Seller) in this Agreement reflect respect of any such claim, net of any expenses incurred by such Purchaser Indemnified Party in collecting such amounts, including any incremental insurance premium costs. In the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and event that an insurance, indemnification, contribution or other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability recovery is made by a Purchaser Indemnified Party with respect to any matterLoss for which it has been indemnified by Seller pursuant to this Article VII, and these provisions then a refund equal to the aggregate amount of such recovery or benefit (net of any expenses incurred by such Purchaser Indemnified Party in collecting such amounts) shall not act as a waiver or otherwise limit any defenses that may be paid promptly in immediately available funds to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. Subject to the limitations of this Article 11, Sellers hereby jointly and severally agree to defend, indemnify and hold harmless Buyer, and shall reimburse Buyer for, from and against each claim, loss, Liability, cost and expense (including reasonable attorneys' fees) (collectively, "Losses") resulting from or arising out of: (a) Each Seller shall indemnify and defend Buyer and its Affiliates (includingany untrue representation, following the Closingmisrepresentation, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, breach of warranty or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the failure nonfulfillment of any representation and warranty by any Seller contained in this Agreementcovenant, the Seller Disclosure Schedule, or any certificate agreement or other document furnished to Buyer in connection with the transactions contemplated obligation by this Agreement, to be true and correct in all respects as of the date of this Agreement; (ii) any breach of any covenant or agreement of any Seller contained herein, or in this Agreement, the Seller Disclosure Schedule, any Schedule or Exhibit hereto or any certificate or other document furnished required to Buyer in connection with the transactions contemplated by this Agreementbe delivered pursuant hereto; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall any Liability or claim of Sellers, whether arising before or after the Closing, not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until included in the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder.Assumed Liabilities; (c) The indemnification provisions contained any Liability or claim arising in this Agreement reflect any way from Sellers' failure to perform any Contract prior to the contractual agreement Closing Date whether or not such Liability is an Assumed Liability, other than Liabilities in respect of Audit Claims; (d) any Liability or claim under any Environmental Laws relating to any event, action or failure to act in respect of the Leased Real Estate which occurred prior to the Closing Date; (e) any Liability or claim in respect of any employee of the Music Business who is not offered and does not become an employee of Buyer or a Foreign Buyer on or after the Closing other than any Liability or claim against Buyer for discrimination in the selection of employees of the Music Business to become employees of Buyer after the Closing Date in violation of any federal or state Law; (f) any Liability or claim in respect of Audit Claims, to the extent all Losses in respect of Audit Claims exceed the reserve therefore expressly set forth on the Closing Statement; (g) the failure to obtain the consent or approval of any third party required for the sale, transfer, assignment and Sellers regarding risk allocation with respect to Losses and delivery of any Assumed Contract or any right or benefit arising thereunder; or (h) any other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect Loss incidental to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, of the Acquired Company or its Subsidiary with respect to any Third Party Claimsforegoing.

Indemnification by Sellers. (a) Each Seller shall The Sellers shall, jointly and severally, indemnify and defend Buyer hold harmless the Purchaser and its Affiliates (includingshareholders, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managersdirectors, officers, directorsagents, employees, agentsrepresentatives, successors and assigns (the “Buyer Indemnitees”) against, and their respective affiliates and shall hold them harmless fromreimburse such person for any loss, any liability, claim, damage, expense (including costs of investigation and all Losses resulting fromdefense and reasonable attorneys' fees and expenses) or diminution of value, whether or not involving a third party claim (collectively, "Damages"), arising out of, from or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (ia) the failure any breach of any representation or warranty made by either Seller or the Company in this Agreement and warranty any other certificate, document, writing or instrument delivered by either Seller or the Company pursuant to this Agreement or in any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this AgreementClosing Document; (iib) any breach of any covenant or agreement obligation of any Seller contained or the Company in this AgreementAgreement or in any other certificate, document, writing or instrument delivered by any Seller or the Company pursuant to this Agreement or in any Seller Disclosure ScheduleClosing Document; (c) any liability arising out of the operation of the Company or its business or assets prior to the Closing Date; (d) any liability under any Contract entered into prior to the Closing Date; (e) any liability for Taxes, including without limitation, (i) any Taxes arising as a result of the Company's operation of its business or ownership of its assets prior to the Closing Date, and (ii) any certificate or other document furnished Taxes that will arise as a result of the sale of the Membership Interests pursuant to Buyer in connection with the transactions contemplated by this Agreement; (iiif) any feesliability relating to payroll, expenses vacation, sick leave, workers' compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other payments incurred Employee Plans or owed by benefits of any Seller, kind for the Acquired Company Company's employees or its Subsidiary former employees or both; (g) any liability relating to the payment of all wages and other remuneration due to any agentCompany employees with respect to their services as employees of the Company through the close of business on the Closing Date, brokerincluding pro rata bonus payments and all vacation pay earned prior to the Closing Date and the payment of any termination or severance payments and the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of Employee Retirement Income Security Act of 1974; (h) any liability arising out of any Proceeding commenced after the Closing Date and arising out of or relating to any occurrence or event happening prior to the Closing Date, investment banker and any liability under any Contract that arises after the Closing but that arises out of or relates to any breach that occurred prior to the Closing, and any such other firm liability; (i) any liability arising out of or person retained resulting from the Company's compliance or employed by it noncompliance with any Legal Requirement or Order of any governmental body; (j) any liability of the Company under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement.; and (bk) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until liability of the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, Company based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to upon any Seller, ’s acts or omissions occurring after the Acquired Company or its Subsidiary with respect to any Third Party ClaimsClosing Date.

Indemnification by Sellers. (a) Each Seller shall Subject to the other terms and conditions of this ARTICLE VII, Sellers shall, jointly and severally, indemnify and defend each of Buyer and its Affiliates (includingincluding the Company) (collectively, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold each of them harmless fromfrom and against, and shall pay and reimburse each of them for, any and all Losses resulting fromincurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect toto or by reason of: (ia) the failure any inaccuracy in or breach of any representation and warranty by any Seller of the representations or warranties of Sellers or SBE Holdco contained in this Agreement, the Seller Disclosure Schedule, Agreement or in any certificate or other document furnished instrument delivered by or on behalf of Sellers or SBE Holdco pursuant to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers or SBE Holdco pursuant to this Agreement; (iic) any breach without duplication of any covenant or agreement amounts deducted from the Purchase Price in the determination of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses Closing Date Payment pursuant to Section 10.2(a)(i1.04(a)(i) or taken into account in the Post-Closing Adjustment, any Pre-Closing Taxes; or (“Buyer Warranty Losses”d) unless and until any Transaction Expenses or Indebtedness of the aggregate amount Company or Sellers or SBE Holdco outstanding as of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses Closing to the extent not deducted from the first dollar; provided that nothing contained Purchase Price in this the determination of the Closing Date Payment pursuant to Section 10.2(b1.04(a)(i) shall be deemed to limit or restrict taken into account in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunderthe Post-Closing Adjustment. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller After the Closing, Sellers hereby agree to indemnify, defend and hold Purchaser harmless against and with respect to, and shall reimburse Purchaser for: (1) any and all losses, liabilities or damages (whether such claim arises from a third party action or is made by Purchaser against Sellers) resulting from any breach of any representation or warranty made pursuant to this Agreement, or any failure by Sellers to perform any covenant of Sellers set forth herein or in any certificate, document or instrument prepared by Sellers and delivered to Purchaser hereunder; (2) any failure by Sellers to pay, perform or discharge any and all liabilities of Sellers not assumed by Purchaser pursuant to the terms hereof; (3) any litigation, proceeding or claim by any third party arising from the business or operations of the Assets by Sellers prior to the Closing Date; and (4) any and all out-of-pocket costs and expenses, including reasonable legal fees and expenses, incident to any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. Subject to the limitations set forth herein, such indemnity shall apply after Closing regardless of whether Purchaser has knowledge of any breach or default of Sellers under this Agreement at Closing. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in the event of a failure of the condition set forth in Section 7.05 (Material Adverse Change) to be satisfied or a failure of the representation set forth in clause (ii) of Section 3.07 (Material Adverse Change) to be true at Closing for any reason other than a failure by Sellers to comply with terms of this Agreement, Purchaser's sole remedy shall be the right to terminate this Agreement prior to Closing pursuant to Section 9.01 and obtain the Deposit pursuant to Section 9.03(b). (b) Sellers' obligation to indemnify Purchaser pursuant to Section 6.02 shall be subject to all of the following limitations: (1) No indemnification shall be required to be made by Sellers as the Indemnifying Party under Section 6.02 until the aggregate amount of damages of Purchaser as Claimant exceeds Three Hundred Thousand Dollars ($300,000) and defend Buyer then only with respect to the amount of such damages in excess of such amount; provided, however, that such limitation shall not apply to claims made by Purchaser with respect to adjustments to the Purchase Price under Section 1.04 or expenses to be paid by Sellers under Section 5.12. (2) Purchaser shall be entitled to indemnification only for those damages arising with respect to any claim as to which Purchaser has given the Sellers written notice within the appropriate time period set forth in Section 6.01 hereof for such claim. (3) Notwithstanding anything contained in this Agreement or applicable law to the contrary, except as set forth in this Section 6.02(b) in no event shall Sellers' obligation for indemnification under this Agreement and its Affiliates the Other Agreements in the aggregate exceed Two Million Dollars (including$2,000,000) and Purchaser waives and releases, following and shall have no recourse against, Sellers as a result of the breach of any representation, warranty, covenant or agreement of Sellers contained in this Agreement or the Other Agreements or otherwise arising out of or in connection with the transactions contemplated hereby or the operation of the Station. (4) Following the Closing, the Acquired Company sole and its Subsidiaryexclusive remedy for Purchaser for any claim (whether such claim is framed in tort, contract or otherwise) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out ofof a breach of any representation, warranty, covenant or incurred by any Buyer Indemnitee other agreement in connection with, this Agreement or the Other Agreements or otherwise with respect to: (i) the failure arising out of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as Agreement or the operation of the date of Station shall be a claim for indemnification pursuant to this Agreement;Section 6.02. (ii5) Anything in this Agreement or any applicable law to the contrary notwithstanding, it is understood and agreed by Purchaser that no director, officer, employee, agent or Affiliate of Sellers shall have (i) any personal liability to Purchaser as a result of the breach of any representation, warranty, covenant or agreement of any Seller Sellers contained in this Agreement, Agreement or the Seller Disclosure Schedule, Other Agreements or any certificate otherwise arising out of or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; hereby or the operation of the Station or (iiiii) any feespersonal obligation to indemnify Purchaser for any of Purchaser's claims pursuant to Section 6.02(a), expenses and Purchaser waives and releases and shall have no recourse against any of such parties as a result of the breach of any representation, warranty, covenant or other payments incurred agreement of Sellers contained in this Agreement or owed by any Seller, the Acquired Company Other Agreement or its Subsidiary to any agent, broker, investment banker otherwise arising out of or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. hereby or the operation of the Station. The limitations set forth in Section 6.02(b)(1), (b2), (3) Sellers and (4) shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect apply to any Third Party Claimsclaims for Retained Liabilities or Sellers' obligations under Sections 5.10 and 5.21 or any indemnification obligations of Sellers with respect to the foregoing, or to claims, if any, under the Exchange Agreement, and no such claims shall be taken into account for purposes of the dollar amount thresholds set forth in such Sections.

Indemnification by Sellers. (a) Each Seller shall Subject to the other terms and conditions of this Article VIII, from and after the Applicable Closing, Sellers shall, jointly and severally, indemnify and defend each Buyer and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and each of their respective stockholdersRepresentatives (collectively, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer IndemniteesIndemnified Parties”) against, and shall hold them any Buyer Indemnified Party harmless fromfrom and against, any and all Losses resulting fromincurred or sustained by, or imposed upon, such Persons based upon, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect toto or by reason of: (ia) the failure any inaccuracy in or breach of any representation and warranty by any Seller of the representations or warranties of Sellers contained in this Agreement, the Seller Disclosure Schedule, Agreement (other than any breach of Sellers’ representation and warranties in Section 4.04(f)) or any certificate of the representations or warranties of CIT Bank contained in the CIT Bank Agreement (other document furnished to Buyer than any breach of CIT Bank’s representation and warranties in connection with Section 4.04(f) of the transactions contemplated by this CIT Bank Agreement); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be true and correct in all respects as of performed by Sellers pursuant to this Agreement or by CIT Bank pursuant to the date of this CIT Bank Agreement; (iic) any breach of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, Excluded Liability or any certificate or other document furnished to Buyer CIT Bank Excluded Liability (as defined in connection with the transactions contemplated by this CIT Bank Agreement); (iiid) any fees, expenses repair or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred denial action taken by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation SBA with respect to Losses and other matters. By agreeing the SBA Guaranty or any Secondary Market Participation Guaranty relating to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing Transferred 7(a) Loan or liability CIT Bank Transferred Loan including with respect to any matter, and these provisions shall not act as a waiver Clawback Obligation (or otherwise limit any defenses that may be available voluntary cancellation of any SBA Guaranty relating to any SellerTransferred 7(a) Loan or CIT Bank Transferred Loan) in each case to the extent caused by, arising out of or related to any alleged failure by Sellers or CIT Bank or any of their respective Affiliates or Representatives to comply with the Acquired Company Small Business Act and related rules and regulations at any time on or its Subsidiary prior to the Phase II Closing Date or facts and circumstances existing prior to the Phase II Closing Date (collectively, “Covered Repair or Denial Actions”). (e) all liabilities and obligations of Buyer Indemnified Parties for Taxes to the State of New Jersey resulting from any failure of any Applicable Buyer to file a Notification of Sale, Transfer, or Assignment in Bulk on Form C-9600 with the Director of the Division of Taxation of the State of New Jersey pursuant to the New Jersey Bulk Sale Act, N.J.S.A 54:50-38 with respect to any Third Party Claimsthe purchase and sale of the October Purchased Assets. Phase I Purchased Assets, the Phase II Purchased Assets and/or the CIT Bank Purchased Assets, as applicable.

Indemnification by Sellers. (a) Each Seller shall indemnify Subject to the terms and defend Buyer and its Affiliates (includingconditions of this Agreement, following the Closing, the Acquired Company Sellers will severally, in accordance with their Percentage Interests, indemnify and hold harmless Purchaser, its Affiliates and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and permitted assigns (collectively, the “Buyer IndemniteesPurchaser Indemnified Parties”) against, against and shall hold them harmless from, in respect of any and all Losses resulting from, arising out of, or Damages actually incurred by any Buyer Indemnitee in connection with, or otherwise with respect toPurchaser Indemnified Party as a direct result of any of the following: (i) the failure breach of any representation and or warranty by any of such Seller contained in this Agreement, the Seller Disclosure Schedule, Agreement or in any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Related Agreement; (ii) any the breach of any covenant or agreement of any such Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any feesLiability of the Companies for any amount drawn, expenses after the Closing Date, by a beneficiary under any Letter of Credit; provided that any such drawn amount(s) shall relate to activities pursuant to which the Companies derived income prior to Closing; (iv) any Liabilities for any Taxes due or payable by the Companies with respect any periods ending on or prior to the Closing Date, and all Liabilities which may arise as a result of the Carve-out Transfer of ▇▇▇▇▇ China and the operation of ▇▇▇▇▇ China prior to Closing; (v) any Liabilities of the Companies for any Taxes due and payable or arising in connection with any payments made to the Option Holders other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it than Taxes due and payable in connection with the transactions payments made to the Option Holders on the Closing Date; (vi) any Liabilities of the Companies for any Taxes payable by Old ▇▇▇▇▇ as a result of the Antares Agreement, but only to the extent that such Liabilities have not been recovered from Antares as contemplated by Section 6.2(f); (vii) any Liabilities of the Companies arising out of the failure to pay any Closing Date Debt of any of the Companies to their Affiliates, the failure to pay any other amounts of the Closing Date Debt and/or the failure to pay any Company Transaction Expenses; (viii) as to Purchaser Remediation Costs, Sellers shall be required to indemnify and hold harmless the Purchaser Indemnified Parties only to the extent of Required Remediation including reasonable attorneys’ fees and actual out-of-pocket expenses reasonably incurred as a result of Required Remediation; and (ix) any Liabilities relating solely from the Companies’ breach of any license agreements set forth on that certain list of license agreements provided by Sellers to Purchaser on or prior to the date hereof. Further, each Seller will, for himself, herself or itself, indemnify and hold harmless the Purchaser Indemnified Parties against and in respect of any Damages actually incurred by any Purchaser Indemnified Party as a direct result of the breach of any representation or warranty of such Seller in Sections 5.1(b) or 5.1(c)(i) of this Agreement. Notwithstanding any other provision in this Section 6.1(a), Altus Capital Partners SBIC, L.P. and Altus-▇. (b) Sellers ▇. ▇▇▇▇▇ Co-Invest, LLC hereby agree to be jointly liable for the obligations of the other pursuant to this Section 6.1(a), provided that they shall not be jointly liable for the obligations of any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunderother Seller(s). (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller shall indemnify The Sellers each agree that -------------------------- they will each, jointly and defend Buyer severally, indemnify, defend, protect and hold harmless the Purchaser and its Affiliates (includingofficers, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officersshareholders, directors, employeesdivisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to the “Buyer Indemnitees”) againstSellers, and shall hold them harmless fromforeseen or unforeseen, any and all Losses resulting fromordinary or extraordinary, patent or latent, whether arising out ofof occurrences prior to, at, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of after the date of this Agreement; , from (iia) any breach of any covenant of, misrepresentation in, untruth in or agreement of any Seller contained inaccuracy in the representations and warranties by the Sellers, set forth in this Agreement, Agreement or in the Seller Disclosure Schedule, Schedules attached to this Agreement or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained made in this Section 10.2(b) shall Agreement or in the Collateral Documents and to be deemed to limit performed by Sellers before or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. after the Closing Date; (c) The indemnification provisions contained in any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any nature ("Liabilities") of (x) ▇▇▇ Bin, Allegro, Madison or the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement reflect the contractual agreement and (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b) or (c) of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none this Section 8.1 of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimsthis Agreement has occurred.

Indemnification by Sellers. (a) Each Seller shall indemnify From and defend Buyer and its Affiliates (including, following after the Closing, the Acquired Company each Seller, jointly and severally, shall indemnify Purchaser and its Subsidiary) affiliates and each of their respective stockholders, members, managers, officers, directors, employees, agentsstockholders, successors agents and assigns (the “Buyer Indemnitees”) representatives against, and shall hold them harmless from, any loss, liability, claim, damage or expense (including reasonable legal fees and all Losses resulting expenses) =============================================================================== -39- ("Losses"), as incurred (payable promptly upon receipt of written request together with reasonable supporting documentation), to the extent arising from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the failure any breach of any representation and or warranty by of any Seller that survives the Closing and is contained in this Agreement, the Seller Disclosure Schedule, Agreement or in any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Ancillary Agreement; (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, Agreement or in any Ancillary Agreement requiring performance after the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this AgreementClosing Date; (iii) any Excluded Liability, including, without limitation, any liability under any bulk sales or transfer laws; any claim, action, suit or proceeding arising out of, relating to or resulting from any transaction, event, condition or occurrence involving Sellers, the business or the Acquired Assets with respect to any period prior to the Closing which does not constitute an Assumed Liability or which, if successful, would give rise to an Excluded Liability; and any action, suit, proceeding, investigation or claim by any third-party against or affecting any Purchaser Indemnitee, or the Acquired Assets which, if successful, would give rise to or evidence an Excluded Liability; (iv) any claim, action, suit or proceeding alleging any violation of any Environmental Laws in respect of any period prior to Closing; (v) any Excluded Assets or businesses of Sellers or their affiliates other than the Business; (vi) any claim, action, suit or proceeding brought by any affiliate, member or stockholder of Sellers (other than claims properly brought by a Seller Indemnitee pursuant to this Article 8); and (vii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary Seller to any agentbrokers, broker, investment banker financial advisors or comparable other firm or person persons retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be required to indemnify any person, and shall not have any liability: (i) under Section 8.01(a) unless the aggregate of all Losses for which Sellers would, but for this clause (i), be liable exceeds on a cumulative basis an amount equal to $250,000, and then only to the extent of any such excess; (ii) under Section 8.01(a) in excess of 30% of the Purchase Price in aggregate; (iii) under Section 8.01(a) for any Loss breach if Section 6.05 is applicable to such breach; and =============================================================================== -40- (iv) under Section 8.01(a) to the extent the liability or Losses pursuant obligation arises as a result of any action taken or omitted to Section 10.2(a)(ibe taken by Purchaser or any of its affiliates; provided, however, the thresholds and limits set forth in clause (i) and (“Buyer Warranty Losses”ii) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b8.01(b) shall not be deemed applicable to limit or restrict in Losses arising as a result of fraud, any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunderany covenant by Sellers or any Excluded Liabilities. (c) The indemnification provisions contained Except as otherwise specifically provided in this Agreement reflect Agreement, Purchaser acknowledges that its sole and exclusive remedy after the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability Closing with respect to any matterand all claims relating to this Agreement, the Management Agreement, the Transition Services Agreement, the Acquisition, and, the Business and these its assets and liabilities (other than claims of, or causes of action arising from, fraud) shall be pursuant to the indemnification provisions shall not act as a waiver set forth in this Article 8. In furtherance of the foregoing, Purchaser hereby waives, from and after the Closing, to the fullest extent permitted under Applicable Law, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) it may have against Sellers arising under or based upon this Agreement, any Ancillary Agreement, any document or certificate delivered in connection herewith, any Applicable Law (including any relating to environmental matters), common law or otherwise limit (except pursuant to the indemnification provisions set forth in this Section 8.01). (d) In the event that Sellers are obligated to indemnify any defenses that may be available to any Sellerperson for a Loss hereunder, the Acquired Company Sellers shall have the option of crediting the amount of such Loss against amounts payable by the Purchaser and due to the Sellers under any or its Subsidiary with respect all of the Wholesale Services Agreement, the Internet Colocation Service Agreement and the Network Colocation Service Agreement over a period of time not to exceed six months. Purchaser acknowledges that this provision does not create any Third Party Claimsset-off right in favor of Purchaser.

Indemnification by Sellers. (a) Each Seller shall The Sellers severally agree to indemnify and defend Buyer and its Affiliates (including, following the Closing, the Acquired each Group Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, from and against any and all Losses resulting from, arising out ofincurred or sustained or suffered by, or incurred by any imposed upon, Buyer Indemnitee in connection withor either Group Company, or otherwise with respect toto or by reason of (i) any breach or inaccuracy on the part of a Seller of any of such Seller’s representations and warranties contained in this Agreement or in any related agreement, certificate, document or instrument delivered by such Seller hereunder; (ii) any breach, default or lack of performance on the part of such Seller of its agreements or covenants contained in this Agreement or in any related agreement, certificate, document or instrument delivered by the Sellers hereunder; (iii) any suit, action, proceeding or claim now pending or which may be made or brought hereafter based upon any incident or transaction related to the business of either Group Company occurring prior to or on the Closing Date, which has not been disclosed in writing in a Schedule attached hereto; or (iv) the Retained Liabilities. (b) Notwithstanding anything to the contrary in this Agreement: (i) Buyer and the failure Group Companies shall not be entitled to indemnification under Section 13.3(a) with respect to any claim for indemnification, unless Buyer has given the Sellers written notice of any representation and warranty by any Seller contained in this Agreement, such claim prior to the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement;applicable Cut-off Date; and (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, Buyer and the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers Group Companies shall not be liable for any Loss entitled to indemnification or Losses pursuant to payment under Section 10.2(a)(i13.3(a)(i) (“Buyer Warranty Losses”) of this Agreement unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees under Section 13.3(a)(i) exceeds $100,000, in which event Seller 10,000 and then shall be liable entitled to indemnification and payment only for all such Losses; and (iii) Buyer Warranty and the Group Companies shall not be entitled to indemnification or payment under Section 13.3(a)(i) of this Agreement for Losses from under Section 13.3(a)(i) to the first dollarextent the aggregate Losses under Section 13.3(a)(i) exceed the amount of the Initial Payment; (iv) the limitations in Sections 13.3(b)(ii) and 13.3(b)(iii) of this Agreement shall not apply to the respective, several obligations of the Sellers to indemnify Buyer and the Group Companies with respect to the representations and warranties of the Sellers set forth in Sections 4.1, 4.2, 4.3, 4.7, 4.11, 4.12, 4.21, and 4.25 of this Agreement (but, with respect to Murex, only to the extent those representations are actually made by Murex); (v) Murex’s maximum potential liability pursuant to Section 13.3(a) shall be limited to Murex’s interest in the Retention Fund in the Retention Account; (vi) For the avoidance of doubt, Buyer’s sole remedy against either Seller for breach of any representation, warranty, covenant or other obligation hereunder shall be to seek indemnification pursuant to Section 13.3(a); provided that nothing contained is, for example, Buyer may not seek recovery against a Seller for an alleged breach of a representation and warranty under Section 4, and contend that such claim is for “breach of contract,” not for “indemnification,” and that the claim is therefore free of the limitations on “indemnification” set forth in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder.13.3(b); and, (cvii) The indemnification provisions contained Crew shall indemnify and hold harmless Buyer for any and all Losses pursuant to Section 13.3 (a) for which she may be liable in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect addition to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available all Losses pursuant to any Seller, Section 13.3(a) for which Murex would have been liable under Section 13.3(a) but for the Acquired Company or its Subsidiary with respect to any Third Party Claimsapplication of Section 13.3(b)(v).

Indemnification by Sellers. (a) Each Seller shall of the Sellers, jointly and severally, will indemnify and defend Buyer hold harmless Purchaser and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managersdirectors, officers, directorsshareholders, employees, agents, successors subsidiaries and assigns affiliates (collectively, the “Buyer IndemniteesPurchaser Indemnified Persons”) against), and shall hold them harmless fromwill reimburse the Purchaser Indemnified Persons for, any loss, liability, claim, damage or expense (including reasonable costs of investigation and all Losses defense and reasonable attorneys’ fees and expenses) arising or resulting from, arising out of, from or incurred by any Buyer Indemnitee in connection with, or otherwise with respect toany of the following: (i) the failure any inaccuracy or breach of any representation and or warranty by any Seller contained of Sellers set forth in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date Section 6 of this AgreementAgreement or the Disclosure Schedule hereto; (ii) any breach of any covenant or agreement obligation of any Seller contained the Sellers in this Agreement, Agreement (other than the Seller covenants set forth in Section 11) or the Disclosure Schedule, Schedule or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this AgreementExhibits hereto; (iii) any feesLiability of the Company existing as of the Closing Date, expenses except (i) to the extent such Liability was accurately reflected and accrued for or other payments fully reserved against in the Financial Statements or the Final Balance Sheet, (ii) Liabilities incurred in the ordinary course of business since October 31, 2007, and (iii) Liabilities under or owed pursuant to any Contract of the Company which are to be performed or incurred after the Closing and are apparent from the reading of such Contract and do not relate to any breach by the Company or any act or omission of the Company if such breach occurred prior to the Closing and the Sellers are aware of such breach and have disclosed such breach on Schedule 6(1) of this Agreement; (iv) any claim by any Seller, person for payment of any fees or expenses incurred by the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the negotiation and execution of this Agreement and the transactions contemplated by this Agreement. hereby (b) Sellers shall not be liable other than any claim for any Loss such fees or Losses expenses which Purchaser has agreed to pay pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder.16); (cv) The indemnification provisions contained except for Taxes reflected on the Financial Statements or incurred in this Agreement reflect the contractual agreement ordinary course of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisionsbusiness since October 31, none 2007 or reflected on the Final Balance Sheet, Taxes of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matterperiod ending on or prior to the Closing Date, and these provisions shall not act or the portion of any Straddle Period (as defined in Section 14(g) hereof) ending on the Closing Date; (vi) except for Taxes reflected on the Financial Statements or incurred in the ordinary course of business since October 31, 2007 or reflected on the Final Balance Sheet, Taxes of any person that the Company is liable for in a period ending on the Closing Date (or a portion of a Straddle Period ending on the Closing Date) as a waiver result of joint and several liability, as a transferee or otherwise limit successor, by contract, or otherwise; or (vii) any defenses claim, loss or other liability arising from or relating to that may be available to certain lawsuit known as Cotapaxi Custom Design and Manufacturing LLC v. Corporate Edge, Inc., et al. Without limiting the foregoing or Section 13(c)(ii) in any Sellerway, the Acquired Sellers acknowledge and agree that the Sellers, jointly and severally, will indemnify and hold harmless the Purchaser Indemnified Persons against any losses incurred by the Company as a result of (i) sales made by Logos or its Subsidiary with respect S▇▇▇▇▇▇▇ to any Third Party ClaimsExisting Accounts on or before the Closing Date and/or (ii) the inability of the Company to collect amounts owed to the Company on sales made by Logos or S▇▇▇▇▇▇▇ to Existing Accounts on or before the Closing Date.

Indemnification by Sellers. (a) Each Seller shall Subject to Section 6.3, each Seller, jointly and severally, hereby agrees to indemnify and defend Buyer Purchaser and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managersaffiliates, officers, directors, employees, agentsshareholders, successors agents and assigns (the “Buyer Indemnitees”) representatives against, and shall agrees to hold them harmless from, any out-of-pocket loss, liability, claim, damage or expense (including reasonable legal fees and all Losses resulting fromexpenses) (collectively, "Damages"), as incurred, for or on account of or arising out of, from or incurred by any Buyer Indemnitee in connection with, with or otherwise with respect to: (ia) Any breach on the failure part of either Seller of any representation and or warranty by contained in this Agreement or any Seller Ancillary Document; (b) Any breach of any covenant of either Seller contained in this Agreement, the Seller Disclosure Schedule, Agreement or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this AgreementSeller Ancillary Document; (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained Any deficiency in or underpayment of any Company taxes attributable to any pre-Closing tax period; (d) Any and all liabilities associated with any failure to provide COBRA coverage to any Employee who incurs a qualifying event on or prior to the Closing Date, and any other failure to perform their obligations under this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and or other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect applicable law in relation to any matterEmployee Plan; (e) Any and all liabilities and obligations of the Company arising out of the pre-Closing operation of the Company, including without limitation all liabilities for outstanding Company stock options and liabilities under Contracts not terminable on not more than 30 days' notice without liability to the Company, except to the extent accrued on the Closing Date Balance Sheet; and (f) Any and all reasonable costs, expenses and all other Damages (including any reasonably foreseeable consequential Damages) incurred by Purchaser in remedying any breach, misrepresentation, deficiency, underpayment, nonperformance or inaccuracy described above, including, by way of illustration and not limitation, all legal and accounting fees, other professional fees or expenses, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Sellerall filing fees and collection costs incident thereto and all such fees, the Acquired Company or its Subsidiary costs and expenses incurred in connection with respect to any Third Party Claimsinvestigating and defending claims which, if successfully prosecuted, would have resulted in Damages.

Indemnification by Sellers. (a) Each Seller shall Subject to the terms and conditions of this Article X, Sellers agree to reimburse, defend, indemnify and defend Buyer hold harmless Purchaser and its present and future Affiliates (including, following including the Closing, the Acquired Company and its SubsidiaryCompany) and their respective stockholdersmanagers, members, managersdirectors, officers, directorsemployees and representatives (collectively, employees, agents, successors and assigns (the “Buyer IndemniteesPurchaser Indemnified Parties”) against, and shall hold them harmless from, against and in respect of any and all Losses resulting from, arising out ofor that exist or arise due to, or incurred by any Buyer Indemnitee in connection withof the following (collectively, or otherwise with respect to:“Purchaser Claims”): (i) the failure prior to their expiration in accordance with Section 10.1 hereof, any inaccuracy of any representation and or breach of any warranty made or given by any Seller contained or the Company in this Agreement, any Transaction Document to which a Seller or the Seller Disclosure Schedule, Company is a party or any certificate delivered by a Seller pursuant hereto, other than inaccuracies or other document furnished breaches resulting from or due to Buyer in connection with any fraud, intentional misrepresentation or criminal acts committed by or on behalf of any Seller or any of its Affiliates on or prior to the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this AgreementClosing; (ii) any breach of or failure by Sellers or the Company to perform or comply with any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, Agreement or any certificate Transaction Document to which a Seller or other document furnished the Company is a party; (iii) any Excluded Asset, Excluded Liability or Retained Liability (including any such matters that are disclosed in the Disclosure Schedules or that are required to Buyer be disclosed in the Disclosure Schedules as exceptions to or disclosures made pursuant to the representations and warranties set forth in Article IV); (iv) the failure of Sellers to comply with any Applicable Laws concerning bulk sales in connection with the transactions contemplated by this Agreementhereby or otherwise; (iiiv) any feesfraud, expenses intentional misrepresentation, willful misconduct or other payments incurred criminal acts committed by or owed by on behalf of any Seller, Seller or any of its Affiliates on or prior to the Acquired Company or its Subsidiary to Closing Date; and (vi) any agent, broker, investment banker or other firm or person retained or employed by it in connection with claim alleging any of the transactions contemplated by this Agreementforegoing. (b) Notwithstanding Section 10.2(a) hereof, the obligations of the applicable Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) hereof (“Buyer Warranty Losses”and, solely to the extent directly resulting from Purchaser’s continued operation of the Business after the Closing Date and only for such Losses directly incurred after the Closing, 10.2(a)(iii)): (i) unless will not apply, other than with respect to Sections 4.1 (Organization; Authority; Binding Obligation; Capitalization), 4.2 (Noncontravention; Consents), 4.3 (Title and Condition of Assets; Sufficiency), 4.11 (Tax Matters), 4.15 (Product Warranty; Product Liability), and 4.25 (Brokers’ Fees), until the aggregate amount of all Buyer Warranty such Losses incurred claimed by all Purchaser Indemnified Parties, or any of them under Section 10.2 exceeds Five Hundred Thousand Dollars ($500,000) (the Buyer Indemnitees exceeds $100,000, in “Basket Amount”) after which event Seller the Purchaser Indemnified Parties shall be liable for entitled to recover all such Buyer Warranty Losses from in excess of the first dollarBasket Amount; provided that nothing contained in this Section 10.2(band (ii) shall will be deemed to limit or restrict in any manner any rights or remedies which Buyer haslimited to, or might haveand will not exceed, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunderSeventeen Million Dollars ($17,000,000). (c) The indemnification provisions contained in All amounts owing pursuant to this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matterSection 10.2 will be paid promptly, and these provisions shall in any event, not act as a waiver more than five business days following the final adjudication or otherwise limit determination thereof, by wire transfer from one or more Sellers of immediately available funds to the account designated in writing by any defenses that may be available Purchaser Indemnified Party entitled to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimssuch payment.

Indemnification by Sellers. (a) Each Seller Subject to the other terms, conditions and limitations of this Article VIII, from and after the Closing, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including, following after the Closing, the Acquired Company and its SubsidiaryCompanies) and their respective stockholders, members, managers, officers, directors, employeesofficers and employees and other Representatives (collectively, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold each of them harmless fromfrom and against, any and all Losses resulting fromincurred or sustained by, or imposed upon, the Buyer Indemnitees, whether or not involving a third-party claim, based upon, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect toto or by reason of: (ia) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in (x) Article III of this Agreement or (y) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this AgreementSellers Closing Certificate; (iib) any breach of any covenant or agreement obligation of any Seller the Sellers contained in this Agreement and/or in any Related Agreements; (c) any Excluded Liabilities; (d) (i) any Taxes of the Acquired Companies with respect to taxable periods ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date to the extent in excess of the amount of any such Taxes included in Final Working Capital or Final Transaction Expenses, (ii) any Transfer Taxes for which the Sellers are liable pursuant to Section 5.11(a) of this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed Taxes arising by any Seller, reason of the Acquired Company being a member of any “affiliated group” (within the meaning of Section 1504(a) of the Code) on or its Subsidiary prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6(a) (or any agentpredecessor or successor thereof or any analogous or similar Laws) and (iv) any failure of any Acquired Company, brokerwhile owned by Sellers, investment banker to file Tax Returns or other firm pay Taxes with respect to taxable periods ending on or person retained before the Closing Date in any jurisdiction in which the filing of such Tax Returns or employed the payment of Taxes may be required, in the case of (i) and (iii), subject to Section 8.4(d); (e) any Closing Transaction Expenses or Closing Indebtedness of the Acquired Companies to the extent not deducted from the Purchase Price in the determination of the Adjusted Closing Payment pursuant to the terms and conditions set forth herein; (f) any amounts payable by it any Buyer Indemnitees in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable any claim for any Loss indemnification or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount advancement of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability expenses with respect to any matterdirector, and these provisions shall not act as a waiver manager, officer or otherwise limit employees of any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to occurrence or acts prior to the Closing pursuant to the terms of any Third Party Claimsorganizational documents of the Acquired Companies, any indemnification or similar agreements to which any such individual is a party, or applicable Law; (g) any claim based upon any fraud or intentional misrepresentation involving the Sellers, their Affiliates or any Representative thereof (collectively, “Seller Fraud”); (h) the Pre-Sale Foreign Restructuring, including without limitation any Taxes of the Acquired Companies with respect to Pre-Sale Foreign Restructuring; and (i) any business(es) of CH Australia conducted prior to the Closing that is contributed or assigned by CH Australia to any Affiliate of CH Australia pursuant to the Pre-Sale Foreign Restructuring, including the imaging business of CH Australia.

Indemnification by Sellers. (a) Each Seller Subject to the limitations of Section 8.2 below, the Sellers shall indemnify and defend hold harmless the Buyer and, from and its Affiliates (including, following after the Closing, the Acquired Company and its Subsidiary) and each of their respective stockholders, members, managers, officersAffiliates and the shareholders, directors, employees, agentsofficers, successors successors, permitted assigns and assigns agents of each of them (the “"Buyer Indemnitees”Indemnified Persons") againstagainst all liabilities, losses, damages, costs and shall hold them harmless from, any and all Losses resulting from, arising out of, or expenses reasonably incurred by any Buyer Indemnitee in connection with, or otherwise with respect tothem as a result of: (ia) the failure Any misrepresentation, breach of warranty or non- fulfillment of any representation and warranty by any Seller contained in agreement on the part of the Sellers under this Agreement, the Seller Disclosure Schedule, or any misrepresentation in any certificate or other document instrument furnished or to be furnished by the Sellers to the Buyer in connection with the transactions contemplated by under this Agreement, after giving full effect to all modifications to the Schedules to this Agreement which are delivered by Sellers to Buyer on or before the Closing Date; (b)Any failure or delay on the part of the Sellers in satisfying the conditions to the Closing as provided herein or in fulfilling its obligation to sell the Shares in accordance with this Agreement; (c)Any Taxes imposed on or asserted against the Company, Buyer or any of Buyer's Affiliates (including any transferee or successor liability arising pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions of any state or local law) (or any claim therefor) by any Government authority for any taxable period (or a portion thereof) ending on or prior to the Closing Date arising out of the Business conducted or transactions by the Sellers or the Company occurring prior to the Closing Date; (d) The Excluded Liabilities; (e) Any liability to the U.S. Government relating to assets of the ESCO Retirement Plan not transferred to Buyer or an Affiliate under the Federal Acquisition Regulation, the Cost Accounting Standards or any other government procurement law or regulation, and any liability (or any claim thereof) to Persons arising out of Sellers' failure to transfer to Buyer or an Affiliate the legally required quantity of assets of the ESCO Retirement Plan to be true and correct in all respects as transferred upon sale of the date Company; and (f)All actions, suits, proceedings, judgments, settlement payments, costs and expenses (including attorneys' fees and expenses) reasonably incurred by the Company or the Buyer incident to any of this Agreement; the foregoing; provided, that any such amounts shall (i) be computed considering the Tax benefit to the indemnified person arising from the indemnified matter, and (ii) not include or be recoverable by any breach Person to the extent covered by insurance available to the indemnified person. Buyer, its employees, agents, directors, officers or shareholders shall not actively seek the involvement of any covenant or agreement of any Seller contained in this AgreementThird Person to assert a claim against Buyer, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary Sellers unless required to any agent, broker, investment banker or other firm or person retained or employed do so by it in connection with the transactions contemplated by this Agreementlaw. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller Parent shall indemnify Purchaser, and defend Buyer and its Affiliates (includingany assignees of Purchaser contemplated by Section 13.8, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, employees and agents, and their respective successors and assigns (individually, a "Purchaser Party," collectively, the “Buyer Indemnitees”"Purchaser Parties") against, and shall hold each of them harmless fromfrom and against all damages, any (exclusive of consequential damages which would not be reasonably foreseeable), claims, causes of action, losses and all Losses resulting fromexpenses, arising out ofincluding reasonable attorneys' fees and expenses (collectively, or "Indemnifiable Losses"), incurred by any Buyer Indemnitee in connection with, with or otherwise with respect to: arising from any one or more of the following: (i) the failure of any representation and warranty nonfulfillment or breach by any Seller contained of any of its agreements or covenants in this AgreementAgreement (including, without limitation, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer covenants set forth in connection with the transactions contemplated by this Agreement, to be true Sections 2.7(b) and correct in all respects as of the date of this Agreement; 2.8(b)); (ii) any breach of any covenant warranty or agreement the inaccuracy of any representation or warranty of any Seller contained in this Agreement, the Seller Disclosure Schedule, Agreement or any certificate or other document furnished to Buyer in connection with the transactions contemplated Schedule delivered by this Agreement; or on behalf of any Seller; (iii) any feesobligation or liability which is not one of the Assumed Liabilities; (iv) any treatment, expenses storage or other payments incurred disposal of any Hazardous Materials, or owed the arranging therefor, by any SellerSeller which occurred prior to the Closing; (v) the presence on, or any discharge into the Acquired Company environment of any Hazardous Material from any Industrial Tires Real Estate or its Subsidiary Leased Real Estate which occurred prior to Closing; (vi) the failure by any Seller and Purchaser to comply with any applicable bulk sales statutes; or (vii) the operation of the Business on or prior to the Closing Date; PROVIDED, HOWEVER, THAT except as provided in Section 12.1(g), (A) a Purchaser Party shall not be entitled to make a claim for indemnification under this Section 12.1(a) until Indemnifiable Losses in the aggregate equal or exceed the Deductible Amount (other than for Indemnifiable Losses resulting from (1) a breach of a warranty or inaccuracy of a representation set forth in Section 5.7(a) or 6.7(a), or (2) any of the matters covered by Section 12.1(a)(i), but only to the extent any such matter relates to any agentof the covenants contained in Section 2.7(b) or Sections 11.1 through and including 11.7 of this Agreement, brokeror (3) any of the matters covered by Section 12.1(a)(iii), investment banker but only to the extent any such matter relates to any Tax matters referred to in Section 2.5(b)(i) or other firm or person retained or employed by it (x), as to which the Deductible Amount shall not apply) and (B) once satisfied, Parent shall indemnify a Purchaser Party only for Indemnifiable Losses in excess of the Deductible Amount. (b) COI and ITL shall, jointly and severally, indemnify the Purchaser Parties and hold each of them harmless from and against all Indemnifiable Losses incurred in connection with or arising from any one or more of the transactions contemplated following: (i) any nonfulfillment or breach by COI or ITL of any of their agreements or covenants in this Agreement (including, without limitation, the covenant set forth in Section 2.8(b)); (ii) any breach of any warranty or the inaccuracy of any representation -56- or warranty of COI or ITL; (iii) any obligation or liability of the Industrial Tires Business which is not one of the Assumed Liabilities pursuant to Sections 2.5(a)(i), (ii), (v), (vi), (vii), or (viii); (iv) any treatment, storage or disposal of any Hazardous Materials, or the arranging therefor, by COI or ITL which occurred prior to the Closing; (v) the presence of, or any discharge into the environment of any Hazardous Material from any Industrial Tires Applicable Real Estate which occurred prior to Closing; (vi) the failure by COI or ITL and Purchaser to comply with any applicable bulk sales statute; or (vii) the operation of the Industrial Tires Business on or prior to the Closing Date; PROVIDED, HOWEVER, that except as provided in Section 12.1(g), (A) a Purchaser Party shall not be entitled to make a claim for indemnification under this Section 12.1(b) until Indemnifiable Losses in the aggregate equal or exceed the Deductible Amount (other than for Indemnifiable Losses resulting from (1) a breach of a warranty or inaccuracy of a representation set forth in Section 5.7(a), or (2) any of the matters covered by Section 12.1(b)(i), but only to the extent any such matter relates to any of the covenants contained in Sections 11.1 through and including 11.7 of this Agreement, or (3) any of the matters covered by Section 12.1(b)(iii), but only to the extent any such matter relates to any Tax matters referred to in Section 2.5(b)(i) or (x), as to which the Deductible Amount shall not apply) and (B) once satisfied, COI and ITL shall indemnify a Purchaser Party only for Indemnifiable Losses in excess of the Deductible Amount. (c) CCL shall indemnify the Purchaser Parties and hold each of them harmless from and against all Indemnifiable Losses incurred in connection with or arising from any one or more of the following: (i) any nonfulfillment or breach by CCL of any of its agreements or covenants in this Agreement (including, without limitation, the covenant set forth in Section 2.8(b)); (ii) any breach of any warranty or the inaccuracy of any representation or warranty of CCL contained in this Agreement or any certificate or schedule delivered by or on behalf of CCL; (iii) any obligation or liability of the Baseband and Wheel Business which is not one of the Assumed Liabilities pursuant to Sections 2.5(a)(iii), (iv), (vii) or (viii); (iv) any treatment, storage or disposal of any Hazardous Materials, or the arranging therefor, by CCL which occurred prior to the Closing; (v) the presence of, or any discharge into the environment of any Hazardous Material from any CCL Applicable Real Estate which occurred prior to Closing; (vi) the failure by CCL and Purchaser to comply with any applicable bulk sales statutes; or (vii) the operation of the Baseband and Wheel Business on or prior to the Closing Date; PROVIDED, HOWEVER, that except as provided in Section 12.1(g), (A) a Purchaser Party shall not be entitled to make a claim for indemnification under this Section 12.1(c) until Indemnifiable Losses in the aggregate equal or exceed the Deductible Amount (other than for Indemnifiable Losses resulting from (1) a breach of a warranty or inaccuracy of a representation set forth in Section 6.7(a), or (2) the matters covered by Section 12.1(c)(i), but only to the extent any such matter relates to any of the covenants contained in Sections 11.1 through 11.7 of this Agreement; or (3) any of the matters covered by Section 12.1(c)(iii), but only to the extent such matter relates to any Tax matters referred to in Section 2.5(b)(i) or (x), as to which the Deductible Amount shall not apply)and (B) once satisfied, CCL shall indemnify a Purchaser Party only for Indemnifiable Losses in excess of the Deductible Amount. (d) If any Purchaser Party determines that it has suffered or incurred any Indemnifiable Loss, such Purchaser Party shall so notify the applicable Seller within sixty (60) days in writing; PROVIDED, HOWEVER, THAT the failure to so notify a Seller within such specified time period shall not relieve a Seller from any liability which such Seller may have unless such failure prejudices such Seller in fulfilling its obligations hereunder. If any action at law or suit in equity is instituted by a third party against any Purchaser Party with respect to which such Purchaser Party intends to claim any Indemnifiable Loss under this Article 12, Purchaser shall notify the Sellers of such action or suit in accordance with Section 12.3 of this Agreement. (be) In addition to any other remedies a Purchaser Party may have in seeking to enforce its right to indemnification against any Seller pursuant to this Section, Purchaser shall first offset the full amount of any monetary Indemnifiable Loss incurred against the next installment payment or payments of interest or principal it is obligated to make in connection with the Notes delivered to the Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i2.7 of this Agreement. Parent and a Purchaser Party shall negotiate and attempt to resolve in good faith promptly any dispute which may arise relating to a claim for indemnification under Section 12.1(a), (b) or (“Buyer Warranty Losses”) unless c). If Parent and until a Purchaser Party are unable to agree upon the aggregate existence or the amount of all Buyer Warranty the Indemnifiable Losses incurred which Purchaser is entitled to offset from the Notes, the controverted claim shall be determined by arbitration or a court of law having jurisdiction of the Buyer Indemnitees exceeds $100,000case, as applicable. The arbitrator's or the court's findings regarding the claim for indemnification for Indemnifiable Losses shall be binding on the parties. To the extent a Purchaser Party is the prevailing party in which event any arbitration or court proceeding, the applicable Seller shall be liable for also pay interest on the amount of the Indemnifiable Losses due to a Purchaser Party at the rate of ten percent (10%) per annum commencing on the date a Purchaser Party gave notice to the applicable Seller of an indemnification claim pursuant to this Agreement until such Buyer Warranty Indemnifiable Losses from the first dollar; provided that nothing contained are satisfied in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunderfull. (f) In no event shall Sellers' aggregate indemnification obligations for Indemnifiable Losses under Sections 12.1(a), (b) and/or (c) The exceed the amount of the Purchase Price. (g) Pursuant to the terms and provisions of Section 2.5(a)(viii), Purchaser (and any assignees of Purchaser contemplated by Section 13.8) has agreed to assume and discharge after Closing certain warranty claims of COI (the "COI Warranty Claims") and of CCL (the "CCL Warranty Claims") specifically described therein. Notwithstanding that a Purchaser Party shall have no rights to indemnification provisions contained in under Section 12.1(a), (b) or (c) for Indemnifiable Losses until the Deductible Amount is satisfied, the Sellers shall, jointly and severally, immediately indemnify the Purchaser Parties under this Agreement reflect the contractual agreement Section and hold each one of Buyer them harmless from and Sellers regarding risk allocation against all Indemnifiable Losses, (i) with respect to Losses the COI Warranty Claims, for all such losses after they equal or exceed in the aggregate Thirty Thousand Dollars ($30,000) and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability (ii) with respect to any matterthe CCL Warranty Claims, for all such losses after they equal or exceed in the aggregate Fifteen Thousand Dollars ($15,000) (each individually and these provisions shall not act collectively, as a waiver or otherwise limit any defenses that may be available to any Sellerthe context requires, the Acquired Company or "Warranty Deductible Amount"). All unreimbursed Indemnifiable Losses attributable to COI Warranty Claims and to CCL Warranty Claims incurred by Purchaser in excess of the applicable Warranty Deductible Amount shall be included in the calculations to determine whether the Deductible Amount has been satisfied for purposes of Section 12.1. Parent shall pay Purchaser for all sums incurred in excess of the Warranty Deductible Amount within thirty (30) days of receipt of Purchaser's written documentation supporting its Subsidiary with respect to any Third Party ClaimsIndemnifiable Losses.

Indemnification by Sellers. (a) Each Seller Subject to the other provisions of this Section 11, Sellers, shall jointly and severally indemnify and defend hold HealthSpring and Buyer and its their Affiliates (including, following including the Company after the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers), officers, directors, employees, agentsmembers, successors and assigns (collectively, the “Buyer IndemniteesParties”) harmless from and against, and shall hold them harmless from: (a) except as set forth in (d) below, any and all Losses resulting fromDamages that Buyer Parties shall suffer or incur connected with, arising out of, or incurred by any Buyer Indemnitee in connection with, of or otherwise with respect to: (i) the failure of relating to any untruth or error in any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Scheduleor warranty, or any certificate breach, default or failure to fully perform any covenant or agreement of Sellers or the Company, hereunder (without regard to any materiality qualifications and without regard to any disclosures pursuant to the first sentence of Section 8.11; (b) any Taxes of the Company for all Taxable periods ending before the Effective Date and the portion through the day prior to the Effective Date for any Taxable period that includes (but does not end on) the Effective Date; (c) any Indebtedness of the Company incurred prior to the Closing Date and any other document furnished to Buyer unpaid costs or expenses of the Company incurred in connection with the transactions contemplated by this Agreement; and (d) any and all Damages that Buyer Parties shall suffer or incur connected with, arising out of or otherwise relating to be true any untruth or error in the representations or warranties of Sellers or the Company contained in Sections 5.2 or 5.3 (without regard to any materiality qualifications and correct without regard to any disclosures pursuant to the first sentence of Section 8.11). Notwithstanding the foregoing, except with respect to matters specified in all respects subsections (b), (c), or (d) above or as any of the date Claims relate to post-Closing covenants and agreements of this Agreement; (ii) any breach of any covenant or agreement of any Seller the Sellers contained in this Agreementherein, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) indemnification obligations hereunder unless and until the aggregate amount amounts of all Buyer Warranty Losses incurred by Parties’ Damages hereunder exceed Two Million Dollars ($2,000,000) (the “Indemnification Threshold”). Once the Indemnification Threshold is exceeded, the Buyer Indemnitees exceeds $100,000Parties shall, in which event Seller shall all events, be liable entitled to recover for such Buyer Warranty Losses from Parties’ Damages only the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which excess of the Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect Parties’ Damages over the contractual agreement of Buyer and Sellers regarding risk allocation Indemnification Threhhold. Except with respect to Losses matters specified in subsections (b), (c), or (d) above or as any of the Claims relate to post-Closing covenants and other mattersagreements of the Sellers contained herein, in no event shall the aggregate liability of Sellers for any indemnification obligations pursuant to this Section 11 exceed Fifty Million Dollars ($50,000,000) (the “Indemnification Cap”). By agreeing to these provisions, none For avoidance of Sellersdoubt, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability aggregate indemnification payments to be made by the Sellers shall in no event exceed with respect to any matterClaim the difference of (i) Fifty Million Dollars ($50,000,000) minus (ii) the aggregate amount of all indemnification payments previously made by or on behalf of Sellers (or any of them) in respect of any and all Claims. Notwithstanding any provision to the contrary (including the Indemnification Threshold and the Indemnification Cap), and these provisions nothing in this Agreement shall not act as a waiver limit or otherwise limit restrict the Buyer Parties’ rights to maintain or recover any defenses that may be available to amounts in connection with any Seller, the Acquired Company or its Subsidiary Claim based upon fraudulent misrepresentation with respect to any Third Party Claimsof the representations and warranties of Sellers or the Company contained in this Agreement.

Indemnification by Sellers. From and after the Closing Date and ending on (i) in the case of claims brought under any covenant or agreement of Sellers contained in this Agreement that survive the Closing Date, the Covenant Termination Date, or (ii) in the case Sellers breach any of their representations or warranties in this Agreement, the Representation Termination Date, Sellers shall jointly and severally indemnify and hold harmless Buyers and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, partners and stockholders of Buyers, and each of their heirs and personal representatives (collectively, the "BUYER INDEMNITEES") from and against, and shall pay to Buyer Indemnitees the amount of, any and all Losses actually incurred by any of Buyer Indemnitees following the Closing Date caused by (a) Each Seller shall indemnify any breach of or inaccuracy in the representations and defend Buyer and its Affiliates warranties of Sellers contained in this Agreement (includingincluding the Schedules attached hereto) (other than breaches, following inaccuracies or misrepresentations of any representation or warranty of which the Closing, the Acquired Company and its Subsidiary) and Buyers or any of their respective stockholders, members, managers, officers, directors, employees, agentsagents or Affiliates had knowledge as of the Closing) and (b) any material breach of the covenants or agreements of Sellers contained in this Agreement that survive the Closing Date. From and after the Closing Date, successors Sellers shall also jointly and assigns (severally indemnify and hold harmless the “Buyer Indemnitees”) Indemnitees from and against, and shall hold them harmless frompay to Buyer Indemnitees the amount of, any and all Losses resulting from, arising out of, or actually incurred by any of Buyer Indemnitee in connection with, or otherwise with respect to: (i) Indemnitees following the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished Closing Date relating to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as Acquisition's obligations under Section 116 of the date of this Agreement; Income Tax Act (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementCanada). (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller shall indemnify From and defend Buyer and its Affiliates (including, following after the Closing, and subject to this Article 8, Sellers shall, jointly and severally, indemnify and hold harmless Buyer, each of its Subsidiaries (including the Acquired Company Companies and its Subsidiarythe Transferred Subsidiaries) and their Affiliates, and Buyer’s and each of its Subsidiaries’ and Affiliates’ respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) ), from and against, and shall hold them harmless frompay or reimburse the Buyer Indemnitees for, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (a) (i) the failure any breach or inaccuracy, of any surviving representation and warranty by any Seller contained of Sellers in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects Agreement as of the date of this Agreement; Agreement or as of the Closing Date (as though then made) (which shall be determined without giving effect to any item disclosed in Section 2.17(e) of the Seller Disclosure Letter), and (ii) any breach or inaccuracy of any surviving representation of Sellers in the Ancillary Agreements or any certificate delivered pursuant to this Agreement as of the date thereof; (b) any breach or default in performance by Sellers of any covenant or agreement of any Seller contained Sellers in this Agreement, the Seller Disclosure Schedule, Agreement or any certificate Ancillary Agreement; (c) any Company Group Transaction Expenses or other document furnished to Buyer Closing Debt not taken into account in connection with the transactions contemplated by purchase price adjustment under Section 1.3 of this Agreement; (d) Liability resulting from the Pre-Closing Restructuring; (e) the ownership or operation of any businesses (other than the Business), including the Retained Businesses, by any member of the Seller Group or, prior to the Closing, any Company or any Transferred Subsidiary (or, in each case, any predecessor thereto); (i) all Income Taxes imposed on the Company Group (or any member thereof) with respect to taxable periods (or portions thereof) ending on or before the Closing Date (including Income Taxes of the Company Group resulting from the Pre-Closing Restructuring), (ii) all Income Taxes of any member of an Affiliated Group of which any Company Group member is or was a member on or before the Closing Date, including pursuant to Section 1.1502-6 of the Treasury Regulations, which Income Taxes relate to taxable periods (or portions thereof) of any such Affiliated Group ending on or before, or that include, the Closing Date, but excluding Income Taxes of the Companies and the Transferred Subsidiaries that relate to the portion of any such taxable period beginning after the Closing Date, (iii) all Income Taxes of any Person imposed on the Company Group as a transferee or successor, by contract or otherwise with respect to taxable periods (or portions thereof) ending on or before to the Closing Date, (iv) all Income Taxes relating to inclusions under Section 951 of the Code by Buyer or its Affiliates (including the Company Group) with respect to the portion of any Straddle Period of any Subsidiary of CST that is a “controlled foreign corporation” ending on the Closing Date (for avoidance of doubt, it being understood that the Income Tax of such portion shall be determined as if the Straddle Period of such Subsidiary ended on the Closing Date), reduced by the amount of any net Tax benefit actually realized by Buyer or its Affiliates attributable to any foreign tax credit related thereto, taking into account any overall foreign loss (such net Tax benefit determined by applying the applicable net Tax benefit principles of Section 8.4(d), applied mutatis mutandis), (v) all Income Taxes arising from any election under Section 108(i) of the Code (or any similar provision of state, local, or non-U.S. Tax law) made prior to the Closing Date, or (vi) resulting from any breach by Sellers of any covenant of Sellers contained in Article 5, other than, in each case, Income Taxes arising out of (x) any breach or default in performance by Buyer (or, following the Closing, by the Company Group) of any of their obligations under this Agreement or (y) any action taken or caused to be taken by Buyer or the Company Group outside the ordinary course of business on the Closing Date after the Closing to the extent not contemplated under this Agreement or carried out or effected without the consent of Sellers; provided that notwithstanding anything herein to the contrary, the Buyer Indemnitees shall not be entitled to indemnification for a reduction in or loss of any net operating loss carryforwards, capital loss carryforwards, or other Tax attributes in existence as of the Closing Date, but the availability of any net operating loss carryforwards, capital loss carryforwards or other Tax attributes attributable to Tax periods (or portions thereof) beginning after the Closing Date shall not be considered in determining the existence or amount of any Loss; and (g) the Retained Claims, in an amount not to exceed $1,000,000; and (i) any Third Party Claim asserted or made prior to the third anniversary of the Closing Date alleging that products sold by the Business prior to the Closing failed to conform with applicable Contractual specifications, express or implied warranties or Law, (ii) any investigation by any Governmental Authority initiated prior to the third anniversary of the Closing Date concerning allegations that products sold by the Business prior to the Closing failed to conform with applicable Contractual specifications, express or implied warranties or Law; provided, that a Buyer Indemnified Party is notified in writing of such investigation, and provides such notification to Sellers, prior to the third anniversary of the Closing Date and (iii) any feesproduct recall initiated by the Company Group prior to the third anniversary of the Closing Date related to products sold by the Business prior to the Closing as a result of the failure of such products to conform with applicable Contractual specifications, expenses express or other payments incurred implied warranties or owed Law to the extent that the decision to initiate such product recall was reasonably consistent with industry practice or such product recall was required by any Seller, Governmental Authority or the Acquired Company or its Subsidiary to result of any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for action of any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollarGovernmental Authority; provided that nothing contained in this no claim for indemnification may be made under Section 10.2(b8.2(a) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver Losses resulting from any breach of representation or otherwise limit any defenses that may be available warranty to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimsextent such Losses also result from the matters described in this Section 8.2(h).

Indemnification by Sellers. Sellers shall indemnify and hold harmless Buyer, at all times from and after the Closing Date, against and in respect to any Damages. For the purposes of this Section 10, the term "Damages" means the cost of any claims, actions, demands, deficiencies, lawsuits, losses, expenses, liabilities, penalties and damages (including, without limitation, attorneys' and accountants' fees incidental thereto or incidental to the enforcement by Buyer of this Agreement) resulting to Buyer, net of any insurance proceeds received by Buyer or the Company in reimbursement of such Damages, from: (a) Each Seller any material inaccurate representation made to Buyer in or pursuant to this Agreement or in any certificate, schedule or other instrument or document delivered to Buyer pursuant to this Agreement; (b) any material breach of any of the warranties made to Buyer in or pursuant to this Agreement or in any certificate, schedule or other instrument or document delivered to Buyer pursuant to this Agreement; (c) any material breach or default in the performance by Sellers of any of its covenants or obligations under this Agreement or in any certificate, schedule or other instrument or document delivered to Buyer pursuant to this Agreement; (d) any material omission from any certificate, schedule or other instrument delivered to Buyer pursuant to this Agreement; or (e) any material litigation involving the Company relating to or arising from acts, events or omissions prior to the Closing Date. Sellers shall indemnify and defend reimburse Buyer and its Affiliates (including, following on demand for any payment made by Buyer at any time after the Closing, based upon the Acquired Company and its Subsidiary) and their respective stockholdersjudgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, membersdemands or actions, managersin respect of any Damages to which the foregoing indemnity relates; provided that, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) Sellers shall have had the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, opportunity to be true involved in the negotiation and correct in all respects as defense of the date of this Agreementsame; (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller Effective upon the Closing, subject to the provisions of this Article IX, each Seller, severally and not jointly or jointly and severally, without any right of recourse or defense against Cargo or any other Acquired Company, shall indemnify and defend Buyer hold harmless ABX, Cargo, their Affiliates and its Affiliates their respective officers and directors (including, following the Closing, the Acquired Company and its Subsidiaryin their capacities as such) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer IndemniteesABX Indemnified Parties”) againstfrom and against any claims, and shall hold them harmless fromLiabilities, losses, damages or expenses (any one such item being herein called a “Loss” and all Losses resulting from, arising such items being herein collectively called “Losses”) which are caused by or arise out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (iia) any breach or default in the performance by (i) Cargo of any covenant or agreement of Cargo to be performed by Cargo prior to the Closing contained herein or in any certificate delivered pursuant hereto at the Closing or (ii) such Seller of any covenant or agreement of such Seller contained herein or in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with delivered pursuant hereto at the transactions contemplated by this AgreementClosing; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder.or representation made by Cargo or such Seller contained in Article IV or Article V of this Agreement or in any certificate delivered pursuant hereto at the Closing; (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation any claim, demand or Action with respect to Losses the matters disclosed in Section 9.3(c) of the Cargo Disclosure Schedule; (d) any Action by an ABX Indemnified Party to enforce its indemnification rights under this Agreement in which such Person is successful on the merits or otherwise; (e) any Cargo Options that are set forth in Section 5.4(b) of the Cargo Disclosure Schedule and other mattersthat remain outstanding after the Closing Date, provided, however, that the ABX Indemnified Parties shall not be entitled to any indemnification pursuant to this Section 9.3(e) to the extent any such Loss is caused by, arises out of or is related to any change in the capital structure of Cargo following the Closing Date; and (f) the 767, LLC Spin-Off. By agreeing Notwithstanding the foregoing, (i) the indemnification provisions of Section 9.10 shall be the sole and exclusive remedy of the ABX Indemnified Parties relating to these provisions, none Taxes and (ii) the Indemnification Agreement shall be the sole and exclusive remedy of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability ABX Indemnified Parties with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimsmatters set forth therein.

Indemnification by Sellers. (a) Each Seller shall Sellers agree, jointly and severally, to hold harmless and indemnify the Buyer Indemnitees from and defend Buyer and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless fromcompensate and reimburse the Buyer Indemnitees for, any and all Losses resulting from, arising out of, Damages that are suffered or incurred by the Buyer Indemnitees or to which the Buyer Indemnitees may otherwise become subject at any Buyer Indemnitee in connection with, time (regardless of whether or otherwise with respect to: not such Damages relate to any Third Party claim) and that arise directly or indirectly from (i) the failure any Breach of any representation and warranty of the representations or warranties made by any Seller contained Sellers in this Agreement, the Seller other Transactional Agreements (other than the Jonny Cat Copack Termination Agreement, the Fresh Step Coarse Clay Amendment and the Liner Purchase Order), the Disclosure ScheduleSchedules, as modified by any new Disclosure Schedules and supplements and amendments to any Disclosure Schedules delivered pursuant to SECTION 2.27, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this AgreementClosing Certificate of Sellers, to be true and correct in all respects as of the date of this Agreement; (ii) any breach Breach of any covenant or agreement of any Seller Sellers contained in this Agreement or any other Transactional Agreement (other than the Jonny Cat Copack Termination Agreement, the Seller Disclosure ScheduleFresh Step Coarse Clay Amendment and the Liner Purchase Order) to the extent not waived by Buyer, (iii) any liabilities of Sellers other than the Assumed Liabilities, including, without limitation, any liabilities for any Release of Hazardous Materials on, upon or any certificate from the Real Property or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; Assets or the operation of the Business on or prior to the Closing Date, and any liability of Sellers under Environmental Laws arising from or related to the operation of the Business prior to the Closing; (iiiiv) any fees, expenses Third Party Claims or other payments incurred threatened claims against Buyer arising out of the actions or owed by inactions of Sellers prior to the Closing Date with respect to the Assets or the operation of the Business prior to the Closing Date; or (v) the failure of any Seller, the Acquired Company or its Subsidiary Benefit Plans to any agent, broker, investment banker or other firm or person retained or employed by it in connection comply with the transactions contemplated by this Agreementtheir respective governing documents and applicable Laws. (b) Notwithstanding anything in this SECTION 8 to the contrary, (i) Sellers shall not be liable for required to make any Loss or Losses indemnification payment pursuant to Section 10.2(a)(iSECTION 8.2(A) (“Buyer Warranty Losses”) unless and until such time as the aggregate total amount of all Buyer Warranty Losses Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Buyer Indemnitees, or to which any one or more of the Buyer Indemnitees has or have otherwise become subject, exceeds $100,000120,000, and then only for any such Damages in which event Seller shall be liable for such Buyer Warranty Losses from excess of that amount, (ii) except as provided in clause (iii) of this SECTION 8.2(B), the first dollar; provided that nothing contained in this Section 10.2(bindemnification obligations of Sellers under SECTION 8.2(A)(I) shall not exceed $3,000,000 in the aggregate and (iii) the indemnification obligations of Sellers hereunder for any misrepresentation in SECTION 2.2(C) related to Sellers' ownership of the Assets (other than the Jonny Cat Trademarks) shall not be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect subject to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, on the Acquired Company or its Subsidiary with respect to any Third Party Claimsamount of Damages.

Indemnification by Sellers. (a) Each Seller shall Subject to SECTION 13.4, Sellers, jointly and severally, agree to indemnify and defend Buyer each Purchaser and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”each a "PURCHASER INDEMNIFIED PARTY") against, and shall agree to hold each of them harmless from, any and all Losses resulting from, incurred or suffered by them relating to or arising out of, of or incurred by any Buyer Indemnitee in connection with, or otherwise with respect toany of the following: (a) any breach of or any inaccuracy in (or any alleged breach of or inaccuracy in) any representation or warranty made by either Seller in this Agreement or any Related Agreement or any document delivered by either Seller at the Closing; PROVIDED, that (i) except for breaches of or inaccuracies in Tax Warranties, Sufficiency Warranties, Environmental Warranties or Title and Authorization Warranties, a notice of the Purchaser Indemnified Party's claim shall have been given to Sellers not later than the close of business on the second anniversary of the Closing Date, (ii) in the case of a Tax Warranty, a notice of the Purchaser Indemnified Party's claim shall have been given to Sellers not later than the Tax Statute of Limitations Date, and (iii) in the case of a Sufficiency Warranty or an Environmental Warranty, a notice of the Purchaser Indemnified Party's claim shall have been given to Sellers not later than the close of business on the fifth anniversary of the Closing Date; (b) any breach of or failure by either Seller to perform any covenant or obligation of either Seller set out or contemplated in this Agreement or any Related Agreement or any document delivered by either Seller at the Closing; (c) the Excluded Assets, the Excluded Obligations and, other than the Assumed Obligations, any other debts, claims, obligations or liabilities relating to or arising out of or in connection with goods or services sold, leased, licensed or otherwise provided by a Seller on or prior to the Closing Date or otherwise relating to or arising out of or in connection with the ownership or operation of the Assets or the Business on or prior to the Closing Date; (d) any matters identified on SCHEDULE 4.22; (e) the bulk sales Laws of any jurisdiction applicable to the transactions contemplated herein, and any Laws of any jurisdiction imposing liability on a Purchaser for a Seller's Taxes, including the failure to comply with any such Laws; (f) any debts, claims, obligations or liabilities relating to or arising out of or in connection with the failure of any representation and warranty good or service sold, leased, licensed or otherwise provided by any a Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, of its Affiliates to be true and correct in all respects as Year 2000 Compliant; or (g) any failure to obtain the consent to assignment to Purchasers of the date of this Agreement; (i) any Personal Property Leases set forth on Schedules 2.2(A)(II) or 2.2(B)(II) which are marked with an asterisk on either such Schedule or (ii) any breach Intellectual Property Licenses set forth on Schedules 2.2(A)(V) or 2.2(B)(V) which are marked with an asterisk on either such Schedule (it being understood and agreed that Losses for purposes of this SECTION 13.2(G) shall include lost profits and other consequential damages, net of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreementamounts which Purchasers would have paid under SECTION 7.9 if such consent had been obtained but did not pay since such consent was not obtained). (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. From and after the Closing (abut subject to the provisions of this Article 9 (including the exclusive remedy and sole source of recovery provisions of Section 9C(i) Each Seller shall indemnify and defend Buyer and its Affiliates (including, following the ClosingSection 9D)), the Acquired Company Sellers (on a pro rata basis (based on consideration received and its Subsidiarynot jointly)) and their respective stockholdersshall, memberssubject to Section 9C, managers, officers, directors, employees, agents, successors and assigns (indemnify the “Buyer Indemnitees”) Parties against, and shall hold them harmless the Buyer Parties from, any and all Losses (regardless of whether or not such Losses relate to any Third Party Claim) resulting from, arising out of, from or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: relating to (i) the failure of any representation and or warranty by any Seller of the Sellers or the Company contained in this Agreement, Agreement or in any Certificate (other than the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with Closing Certificate and the transactions contemplated by this Agreement, Buyer Secretary Certificate) to be true and correct in all respects as of the date of this Agreement; Agreement or as of the Closing Date as if made anew as of such date, (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect or the contractual agreement Escrow Agreement, or any breach of Buyer and Sellers regarding risk allocation any covenant of the Company contained in this Agreement requiring performance prior to or at the Closing, (iii) (A) any amount actually received or recorded by the Company or any Subsidiary of the Company prior to the Closing Date (or that was considered a current asset of the Company or its Subsidiaries for purposes of the calculation of Closing Net Working Capital) to the extent such amount is deemed an overpayment due to adjustments (other than Outlier Adjustments) made by a Governmental Entity after the Closing Date to the cost reports of the Company or any Subsidiary of the Company with respect to Losses periods prior to the Closing Date and (B) any amount actually received or recorded by the Company or any Subsidiary of the Company prior to the Closing Date (or that was considered a current asset of the Company or its Subsidiaries for purposes of the calculation of Closing Net Working Capital) to the extent such amount is deemed an overpayment by a third party payor other matters. By agreeing than due to these provisionsadjustments made to the cost reports filed by or on behalf of the Company or any Subsidiary of the Company on or prior to the Closing Date and, none in each case for purposes of Sellersthis Section 9A(iii) to the extent an amount for such specific liability was not reflected as a current liability or contra-asset of the Company or its Subsidiaries for purposes of the calculation of Closing Net Working Capital; (iv) (A) any failure by the Company or any Subsidiary of the Company prior to the Closing Date to comply with Legal Requirements related to third party payor programs sponsored by Governmental Entities, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability including compliance with all Medicare and/or Medicaid Legal Requirements (other than with respect to Outlier Adjustments), (B) any matterfailure by the Company or any Subsidiary of the Company prior to the Closing Date to comply with payment policies related to non-governmental third party payor programs, and these provisions shall (C) any failure by the Company or any Subsidiary of the Company prior to the Closing Date to comply with state health care Legal Requirements, including state facility and professional licensure and certificate of need Legal Requirements, in each case for purposes of this Section 9A(iv) to the extent the amount of any Losses resulting from or relating to any such specific failure was not act reflected as a waiver current liability or otherwise limit any defenses that may be available to any Seller, contra-asset of the Acquired Company or its Subsidiaries for purposes of the calculation of Closing Net Working Capital; (v) Pre-Closing Taxes; (vi) the leases set forth on Section 2B(x) of the Company Disclosure Letter or the Subsidiaries of the Company which are parties to the leases set forth on Section 2B(x) of the Company Disclosure Letter; (vii) the minority partners of the Subsidiary with respect to of the Company set forth on Section 2B(xiii) of the Company Disclosure Letter and any Third Party Claimsrepurchase or redemption of their interests; and (viii) any fraud committed by the Company or its officers or directors.

Indemnification by Sellers. (a) Each Seller For purposes of this section, Taxes taken into account in determining Closing Net Assets for purposes of the calculations set forth in Article 2 hereof shall be deemed to be paid by Sellers. Sellers jointly and severally shall be responsible for, shall pay or cause to be paid, and shall indemnify and defend hold harmless Buyer and its Affiliates affiliates in the manner described in this Section 8.05 from and against (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, be entitled to any and all Losses resulting from, arising out refund of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to) each of the following: (i) to the failure extent not previously paid, any and all Taxes with respect to any taxable period of Sellers or any representation and warranty Transferred Subsidiary (or any predecessor) ending on or before the Closing Date, but excluding all transactions entered into by any Seller contained in this Agreement, Transferred Subsidiary occurring on the Seller Disclosure Schedule, or any certificate or other document furnished Closing Date and after the Closing which are not related to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement;Agreement ("Excluded Transactions"); 103 110 (ii) without duplication, to the extent not previously paid, any breach of any covenant or agreement of any Seller contained in this Agreement, and all Income Taxes resulting from the Seller Disclosure Schedule, Sellers or any certificate Transferred Subsidiary having been (or other document furnished ceasing to Buyer be) included in connection with any affiliated, consolidated, combined or unitary Tax Return or tax group that included the transactions contemplated by this AgreementSellers or any Transferred Subsidiary for any taxable period (or portion thereof) ending on or before the Closing Date (including, without limitation, any liability for Taxes resulting from an acceleration of an "intercompany transaction," within the meaning of Treasury Regulation section 1.1502-13 or 1.1502-14 (or any similar provision under state, local or foreign law or any predecessor provision or regulation), that occurred on or before the Closing Date (but excluding the Excluded Transactions); (iii) without duplication, to the extent not previously paid, any feesand all Income Taxes of any member of an affiliated, expenses consolidated, combined or unitary group (other than the Sellers or the Transferred Subsidiaries) of which the Sellers or any Transferred Subsidiary is or was a member on or prior to the Closing Date, by reason of the liability of the Sellers or any Transferred Subsidiary pursuant to Treasury Regulation section 1.1502-6(a) or any analogous or similar provision under state, local or foreign law or any predecessor provision or regulation; 104 111 (iv) without duplication, to the extent not previously paid, any and all employment and withholding taxes with respect to the Filter Business for tax periods ending on or before the Closing Date; (v) to the extent not previously paid, any and all Taxes allocable to taxable periods beginning before and ending after the Closing Date ("Straddle Period"), allocable to the Sellers pursuant to Section 8.05(c), whenever paid or assessed, including as a result of any action, suit, investigation, audit, claim, assessment or amended Tax Return; and (vi) to the extent not previously paid, and notwithstanding anything herein to the contrary, all Taxes imposed on, relating to or measured by the ownership or operation of the Non-Filter Businesses by the respective Transferred Subsidiaries and all Taxes (including Transfer Taxes) attributable to the transfers and dividends contemplated in Schedule 6.08 (the "Non-Filter Business Taxes"), whenever incurred or assessed, including as a result of any action, suit, investigation audit, claim, assessment or amended Tax Return. It is understood that (x) in determining Closing Net Assets for purposes of the calculations set forth in Article 2 hereof, there shall be taken into account Spanish withholding taxes with respect 105 112 to the distribution of a dividend by Facet Iberica to its shareholders described in said Schedule 6.08 as well as an estimate of all other Taxes (including Transfer Taxes) allocated to Sellers pursuant to Sections 6.08, 8.05 and 8.12 hereof with respect to the other transfers contemplated by Schedule 6.08, (y) Buyer and Sellers shall cooperate in causing Facet Iberica to pay over to the appropriate governmental authority on a timely basis the withholding taxes described in clause (x) with respect to the distribution of a dividend by Facet Iberica to its shareholders, and (z) Sellers shall be responsible for any additional (and shall be entitled to a refund of any excess) withholding taxes or other payments Taxes with respect to such distribution and other transfers, whenever incurred or owed by assessed, including as a result of any Selleraction, suit, investigation, audit, claim, assessment or amended Tax Return, administrative or court proceeding. Notwithstanding anything contained in this Agreement to the Acquired Company or its Subsidiary contrary, to the extent the amount of any Spanish withholding taxes allocated to Sellers as provided above, with respect to any agentdividend to Facet UK or Facet Italiana actually provides a tax benefit to Buyer or any Transferred Subsidiary, broker, investment banker such benefit shall offset and reduce the liability of Sellers for Taxes for the applicable Straddle 106 113 Period as provided in Section 8.05(c) of this Agreement or other firm or person retained or employed by it in connection with for Taxes resulting from the transactions contemplated by Schedule 6.08, (provided that any such benefit shall not be greater than the initial Taxes withheld on the dividend from Facet Iberica to each respective country). If, as a result of any action, suit, investigation, audit, claim, assessment or amended Tax Return, there is any change after the Closing Date in an item of income, gain, loss, deduction, credit or amount of Tax that results in an increase in a Tax liability for which Sellers would otherwise be liable pursuant to this Agreement. (b) Section 8.05(a), and such change actually results in a decrease in the Tax liability of a Transferred Subsidiary, Buyer or any affiliate or successor of any thereof for any taxable year or period beginning after the Closing Date or for the portion of any Straddle Period beginning after the Closing Date, Sellers and the Transferred Subsidiaries shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing such increase to these provisionsthe extent of such decrease (and, none of Sellersto the extent such increase in Tax liability is paid to a taxing authority by Sellers or any affiliate thereof, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect Buyer shall pay Sellers an amount equal to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimssuch decrease).

Indemnification by Sellers. (a) Each Seller From and after the Closing Date, subject to the provisions of this Article 9, Sellers shall jointly and severally indemnify and defend Buyer and Buyer, its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and each of their respective stockholders, members, managers, officers, directors, employees, agentsagents and representatives, successors against and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless fromfrom any loss, any claim, damage, liability, cost or expense (including reasonable fees and all Losses resulting fromexpenses of lawyers, arising out ofaccountants, investigators, experts and other professionals) (collectively, a "Loss") suffered or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: such indemnified party to the extent arising from (i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (ii) any breach of any representation or warranty of either Seller contained in -75- <Page> this Agreement or in any certificate delivered pursuant to Sections 8.1 and 8.2, (ii) any nonfulfillment of or failure to comply with any covenant or agreement of Sellers or any Seller of them contained in this Agreement or any Collateral Agreement, (iii) the Seller Disclosure ScheduleExcluded Liabilities, (iv) without limiting the generality of the foregoing, any liability, obligation or commitment resulting or arising from the ownership, operation or condition of the Business or the Assets (other than the Toledo Plant Assets) on or prior to the Closing Date (except to the extent arising from Buyer's operation on the Closing Date) or from the ownership, operation or condition of the Toledo Plant Assets on or prior to the Toledo Plant Closing Date (except to the extent arising from Buyer's operation on the Toledo Plant Closing Date), or any certificate from the ownership, operation or condition of each Other Business on or prior to the Closing Date (except to the extent arising from Buyer's operation on the Closing Date), in each case other than Assumed Liabilities or other document furnished obligations which Buyer has expressly agreed to pay pursuant to this Agreement or the Collateral Agreements, (v) any liability or obligation resulting from any failure of Sellers or Buyer to comply fully with any applicable bulk transfer Laws or any Tax Laws relating to the obligations of a buyer of assets in bulk transfer, except to the extent they constitute Assumed Liabilities, Transfer Taxes or other obligations which Buyer has expressly agreed to pay pursuant to this Agreement or the Collateral Agreements; (vi) the failure of Sellers to have the right prior to Closing (or of Buyer to have the right after Closing if Buyer conducts the applicable operations of the Business in substantially the same manner as Sellers conducted such applicable operations prior to Closing) to use the Lemelson Patents or the Research Resources Patent or any of them or any intellectual property subject thereto in connection with the transactions contemplated by this Agreement; Business or each Other Business; (iiivii) any fees, expenses additional Taxes (calculated as set forth in Section 9.6(e)) of the Buyer or Windmill (or successors thereto) for Tax periods (or portions thereof) beginning after the Closing Date that would not have arisen but for an increase in the fair market value of the Stock above the amount set forth on SCHEDULE 2.2 as a result of any adjustment by a Taxing Authority made in an audit or other payments incurred Tax proceeding; and (viii) any liability, obligation or owed commitment of Windmill or Buyer arising out of Windmill's existence, operations or ownership of assets on or prior to the Closing Date (except to the extent arising from Buyer's operation on the Closing Date) or the ownership of the Stock prior to Closing (provided that Tax liabilities and obligations shall not be governed by any Sellerthe above provisions of this clause (viii) and shall instead be governed by Section 2.6(f), the Acquired Company definition of "Excluded Taxes" and clause (vii) of this Section 9.2); PROVIDED, HOWEVER, that, notwithstanding any provision of this Agreement to the contrary, (a) Sellers' liability or its Subsidiary obligation hereunder relating to or arising from the presence of any agentHazardous Material in, brokeron or under the Toledo Plant shall not apply to the extent that (x) such Hazardous Material was not classified as a Hazardous Material as of the Toledo Plant Closing Date, investment banker (y) if the quantity or other firm aspect of such Hazardous Material is regulated under any Environmental Law as of the Toledo Plant Closing Date, the quantity or person retained or employed by it such other aspect was then in connection compliance with the transactions contemplated applicable regulation, or (z) such liability or obligation shall have been caused by this Agreement. the negligent act or omission of Buyer or Buyer's Affiliates or successors or their respective employees, directors, officers, agents or representatives, and (b) Sellers shall not be liable for the costs of any Loss cleanup, remediation or Losses pursuant other action in response to Section 10.2(a)(ior in connection with any Excluded Environmental Liability only to the extent that: (A) such cleanup, remediation or other action is reasonably necessary in accordance with prevailing standards and is conducted in a commercially reasonable manner (“without regard to the availability of indemnification hereunder); and (B) Buyer Warranty Losses”agrees to assign to Sellers any rights or claims it or its Affiliates might have against any third parties to recover the cost of such cleanup, remediation or other -76- <Page> action subsequent to (x) unless completion thereof and until the aggregate amount full payment by Sellers of all of their obligations in respect thereof or (y) Sellers' payment to Buyer Warranty Losses incurred of the estimated cost of such obligations and Sellers' agreement, by instrument in form and substance and with an obligor reasonably acceptable to Buyer, to (1) pay any additional amounts necessary to pay in full all of their obligations in respect thereof and (2) in the case of either (x) or (y) above in this clause (B), indemnify Buyer Indemnitees exceeds $100,000against any and all claims, counterclaims and other liabilities asserted against Buyer or any party for which Buyer is liable in which event Seller connection therewith. Sellers shall be provided a reasonable opportunity to monitor any cleanup, remediation or other action (either directly or through reports from third parties reasonably acceptable to Sellers) for which Sellers are liable or potentially liable hereunder. The foregoing limitations shall not limit any liability of Sellers for such Buyer Warranty Losses from matters arising in connection with Hazardous Materials which arise independently of this Agreement. Notwithstanding anything to the first dollar; provided that nothing contained contrary in this Section 10.2(b9.2, no liability shall arise or be attributable to Pillsbury prior to the Closing for indemnification obligations, if any, of Sellers hereunder related to Losses to the extent arising (a) shall be deemed to limit or restrict in from any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of any representation or warranty hereunder. in Section 3.19 or (cb) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing the Toledo Plant, pursuant to these provisions, none clause (iv) of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimsthis Section 9.2.

Indemnification by Sellers. (a) Each Seller shall indemnify From and defend Buyer and its Affiliates (including, following after the Closing, subject to the Acquired Company and its Subsidiarylimitations in Sections 11.1(b) and their respective stockholders(c) and the other provisions in this Article XI, membersSellers, managersjointly and severally, officersagree to indemnify, directors, employees, agents, successors defend and assigns (the “hold harmless each Buyer Indemnitees”) against, Group Member from and shall hold them harmless from, against any and all Losses resulting from, arising out of, or incurred by any such Buyer Indemnitee Group Member in connection with, with or otherwise with respect toarising from: (i) any breach of any warranty or the failure inaccuracy of any representation and warranty by any Seller of Sellers contained in Article IV or Article V of this Agreement, Agreement (as modified by the Seller Disclosure Schedule, Schedules) or any in the certificate delivered by or other document furnished on behalf of Sellers to Buyer in connection with the transactions contemplated by this Agreement, pursuant to be true and correct in all respects as of the date Section 9.1 of this Agreement; (ii) any breach by Sellers of, or failure by Sellers to perform, any of any covenant Sellers’ covenants or agreement of any Seller obligations contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any feessettlement, expenses adjustment, disallowance, overpayment, set off against future payments or other reimbursement, or recoupment (collectively, an “Adjustment”) arising from or related to (x) any cost report filed with any Government Healthcare Program for any period ending on or before the Closing Date, including any such cost report filed after the Closing Date for such prior periods (provided, for the avoidance of doubt, that Sellers will not be liable for or indemnify any Buyer Group Member for an Adjustment to the extent such Adjustment relates to periods after the Closing), and (y) any demand for return of all or part of payments incurred made in any period on or owed before the Closing Date by any SellerGovernment Healthcare Program, whether by the Acquired Government Healthcare Program or a contractor (including any Medicare administrative contractor, Medicare program safeguard contractor, Medicare recovery audit contractor, or Medicaid recovery audit contractor) acting on behalf of a Government Healthcare Program; (iv) any Taxes imposed upon or payable by any of the Group Companies for any Taxable Period, or portion of any Straddle Period, ending on or prior to the Closing Date; provided, however, Sellers shall be liable only to the extent that such Taxes are in excess of the aggregate amount, if any, reserved for such Taxes on the Closing Date Balance Sheet and shall be liable for any Taxes imposed on any Group Company or its Subsidiary for which any Group Company may otherwise be liable as a result of transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing; or (v) any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementExcluded Liability. (b) Notwithstanding the foregoing, Sellers shall not only be liable required to indemnify a Buyer Group Member for Losses incurred by such Buyer Group Member to the extent that: (i) any particular Loss equals or Losses pursuant to exceeds Five Thousand Dollars ($5,000); (ii) under Section 10.2(a)(i11.1(a)(i) (“Buyer Warranty Losses”) unless and until and/or Section 11.1(a)(ii), the aggregate amount of all Buyer Warranty Losses incurred by exceeds Five Hundred Thousand Dollars ($500,000) (the Buyer Indemnitees exceeds $100,000, in which event Seller “Deductible”) (it being understood that Sellers shall be liable for such Buyer Warranty Losses from the first dollarfull amount of the Losses, including the Deductible amount); provided that nothing contained in this the Deductible shall not apply to claims (x) for breaches of Section 10.2(b4.2 (Authorization, Validity and Effect of Agreement), Section 4.4 (Title to Units), Section 5.2 (Capitalization), Section 5.7 (Taxes), Section 8.1 (Tax Matters) or claims for fraud, or (y) arising under Sections 11.1(a)(iii) – (v); and (iii) the aggregate amount required to be paid or indemnified by Sellers pursuant to Section 11.1(a)(i),(ii) and/or (iii) shall not exceed $7,500,000.00 (the “Cap”), and shall be deemed recoverable first by the Buyer Group Member from the Escrow Amount unless such Escrow Amount has been depleted or released to limit Seller, in which case, such indemnity amount may be recovered from Sellers or restrict in any manner any rights from the guarantors under the Guaranties; provided that the Cap shall not apply to claims (x) for breaches of Section 4.2 (Authorization, Validity and Effect of Agreement), Section 4.4 (Title to Units), Section 5.2 (Capitalization), Section 5.7 (Taxes), Section 8.1 (Tax Matters) or remedies which Buyer hasclaims for fraud, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder(y) arising under Sections 11.1(a)(iv) – (v). (c) The indemnification provisions contained provided for in Section 11.1(a) shall terminate on the Escrow Release Date (and no claims shall be commenced by any Buyer Group Member under Section 11.1(a)(i) thereafter), provided that the indemnification provided for in Section 11.1(a)(i) as it relates to claims for breaches of Section 4.2 (Authorization, Validity and Effect of Agreement), Section 4.4 (Title to Units), Section 5.2 (Capitalization), Section 5.7 (Taxes), Section 5.8 (Governmental Permits), Section 5.10 (Health Care Regulatory Matters), Section 5.17 (Employee Benefits), Section 5.19 (Environmental Matters) and the indemnification provided for in Sections 11.1(a)(iii)-(v), shall terminate upon the earlier of the expiration of the statute of limitations related thereto and four years after the Closing (and no claims shall be commenced by any Buyer Group Member thereunder thereafter), and the indemnification provided for in Section 11.1(a)(ii) as it relates to covenants shall terminate upon the earlier of the expiration of the period specified in the covenant or the expiration of the applicable statute of limitations (and no claims shall be commenced by any Buyer Group Member thereunder thereafter). Notwithstanding the foregoing, the indemnification by Sellers shall continue as to any Losses of which any Buyer Group Member has validly given a Claim Notice to Sellers in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Agreement reflect Section 11.1(c), as to which the contractual agreement obligation of Buyer and Sellers regarding risk allocation 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 XI, and Sellers shall have reimbursed all Buyer Group Members for the full amount of such Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary that are acknowledging any wrongdoing or liability payable with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary such Claim Notice in accordance with respect to any Third Party Claimsthis Article XI.

Indemnification by Sellers. (ai) Each Seller shall indemnify Subject to the provisions of this Section 9.1, from and defend Buyer and its Affiliates (including, following after the Closing, Sellers hereby, severally in accordance with their respective Pro Rata Shares, agree to defend, indemnify and hold harmless Buyer, Merger Sub, the Acquired Company and its Subsidiary) SPAC and their respective stockholdersAffiliates, members, managers, officers, and the directors, employeesofficers and employees of Buyer, agentsMerger Sub, successors the SPAC and assigns (the “Buyer Indemnitees”) againsttheir Affiliates, and shall hold them harmless from, against and in respect of the following: (1) any and all Losses resulting from, arising out of, suffered or incurred by any Buyer Indemnitee of them by reason of any breached or untrue Seller Excluded Representation (excluding the Seller Individual Representations); (2) any and all Losses suffered or incurred by any of them attributable to (i) any liability, payment or obligation in connection withrespect of any Taxes owing by Sellers, or otherwise any Acquired Company of any kind or description (including interest and penalties) for all pre-Closing Tax periods and the Pre-Closing Straddle Period, (ii) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Company (or any of its respective predecessors) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 under the Code or any analogous or similar Law, for all pre-Closing Tax periods and the Pre-Closing Straddle Period, (iii) any and all Taxes for all pre-Closing Tax periods and the Pre-Closing Straddle Period of any Person (other than the Company) imposed on the Company as a transferee or successor by operation of law, by contract or pursuant to any Law which Taxes relate to an event or transaction occurring before the Closing, and (iv) the obligations of the Sellers or the Acquired Companies as set forth in Section 9.8 or breach thereof, except in the case of the Acquired Companies, only to the extent such obligations or breach relate to the period prior to Closing; (3) [Redacted in accordance with section 12.2(5) on National Instrument 51-102 – potentially prejudicial with respect toto indemnified claims]; and (4) [Redacted in accordance with section 12.2(5) on National Instrument 51-102 – potentially prejudicial with respect to indemnified claims]. (ii) Subject to the provisions of this Section 9.1, from and after the Closing, each Seller hereby, severally and not jointly, agrees to defend, indemnify and hold harmless Buyer, Merger Sub, the SPAC and their Affiliates, and the directors, officers and employees of Buyer, Merger Sub, the SPAC and their Affiliates, from, against and in respect of the following: (i1) the failure any and all Losses suffered or incurred by any of them by reason of any representation and warranty by any breached or untrue Seller Individual Representations of such Seller contained in this Agreement, the Seller Disclosure Schedule, ; and (2) any and all Losses suffered or incurred by any certificate or other document furnished to Buyer in connection with the transactions contemplated of them by this Agreement, to be true and correct in all respects as reason of the date of this Agreement; (ii) any breach nonfulfillment of any covenant or agreement of any by such Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement;. (iii) From and after the Closing, Sellers hereby, severally in accordance with their respective Pro Rata Shares, agree to defend, indemnify and hold harmless the Sponsor and its Affiliates and their respective directors, officers, owners and employees (which are each designated third party beneficiaries of this subsection (iii)), from, against and in respect of any feesliability, expenses payment or other payments incurred or owed obligation in respect of any Taxes owing by any Seller, of them resulting from any restructuring of any of the Acquired Company or its Subsidiary Companies completed prior to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementClosing. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller shall Subject to the other provisions of this Article VIII, from and after the Closing Date, Sellers agree to jointly and severally indemnify and defend Buyer and its Affiliates (including, following the Closinghold harmless Purchaser, the Acquired Company Subject Companies and its Subsidiary) and each of their respective stockholdersRepresentatives, subsidiaries, direct and indirect parent companies, shareholders, partners, members, managers, officers, directors, employees, agents, successors officers and assigns directors (the “Buyer Purchaser Indemnitees”) againstfor any Losses suffered, and shall hold incurred or paid, directly or indirectly, by them harmless from, any and all Losses resulting from, arising out as a result of, or incurred by any Buyer Indemnitee in connection with, arising out of or otherwise with respect related to: : (i) the any failure of any representation or warranty made by Sellers and warranty by the Company in Article III or in any Seller contained in this Agreementschedule, the Seller Disclosure Scheduleexhibit, or any certificate or other document furnished disclosure letter delivered pursuant to Buyer in connection with the transactions contemplated by this Agreement, Agreement to be true and correct in all respects on and as of the date of this Agreement; Agreement or Closing Date as if made on such date (other than those made on a specified date, which shall be true and correct as of such specified date); (ii) any breach of any covenant or agreement by any of any Seller the Sellers or the Company contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; ; (iii) Environmental Liabilities; (iv) Taxes of any fees, expenses Subject Company that relate to periods (or other payments incurred or owed portions thereof) prior to and including the Closing Date; (v) any Company Transaction Expenses not paid by Sellers; (vi) any Seller, failure to pay the Acquired Company or its Subsidiary Purchase Price Adjustment to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses Purchaser pursuant to Section 10.2(a)(i2.3(e)(ii); (vii) any Liability relating to the failure of a Subject Company to hold any Permit set forth in Section 6.2(vi) of the Sellers Disclosure Letter, including any Liability incurred in obtaining such Permits; (“Buyer Warranty Losses”viii) unless any labor outsourcing arrangements of the Subject Companies, including the establishment of and until the aggregate amount transition of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for employees to such Buyer Warranty Losses from the first dollararrangements; provided that nothing contained in this Section 10.2(band (ix) shall be deemed to limit any fraud and/or any intentional omission or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful intentional misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matterrepresentation or warranty made by Sellers in Article III or in any schedule, exhibit, certificate or disclosure letter delivered pursuant to this Agreement. The indemnification obligations set forth in Section 8.2(iii) shall survive the Closing and terminate on the date that is five (5) years after the Closing Date, and these provisions the indemnification obligations set forth in Section 8.2(iv) shall not act as a waiver or otherwise limit survive the Closing and terminate on the ninetieth (90th) day following the date that the applicable statute of limitations for any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimssuch Taxes expires.

Indemnification by Sellers. Subject always to Sections 9.2 and 9.3, each Indemnifying Seller, severally, but not jointly, in proportion to such Indemnifying Seller’s Pro Rata share of the Indemnified Losses (a) Each Seller as defined below), and the Company shall indemnify and defend Buyer and its Affiliates (including, following hold the ClosingPurchaser, the Acquired Company and its Subsidiary) Company, the Subsidiary and their respective stockholders, members, managersdirectors, officers, directorsemployees, employeesAffiliates, agents, successors and assigns (collectively, the “Buyer IndemniteesPurchaser Affiliates”) against, harmless from and shall hold them harmless from, against any and all Losses notices, actions, causes of action, suits, proceedings, claims, demands, obligations, assessments, judgments, damages, losses, costs, penalties and expenses, including reasonable attorneys’ and other professionals’ fees and disbursements (collectively, “Indemnified Losses”) resulting from: (1) the failure of any representation or warranty of the Indemnifying Sellers or the Company set forth in Section 4 hereof, arising out ofother than representations and warranties contained in Section 4.10, or incurred any representation or warranty contained in any certificate delivered by or on behalf of the Sellers or the Company pursuant to this Agreement, to be true and correct as of the date made; (2) the failure prior to the Closing Date of the Company to file on a timely basis any Buyer Indemnitee required Form 5500 Annual Return/Reports of any Employee Benefit Plan that was required to be filed by the Company prior to the Closing Date for any Employee Benefit Plan that is a welfare benefit plan under Section 3(1) of ERISA and the regulations thereunder, including any penalties that may be imposed upon the Company for late filings of such Form 5500 Annual Returns/Reports permitted under the U.S. Department of Labor Delinquent Filer Voluntary Compliance (DFVC) Program; (3) the breach of any covenant or other agreement on the part of the Sellers under this Agreement or any other agreement entered into between the Company and the Sellers or any of the beneficiaries of the trusts comprising the Sellers in connection with, or otherwise with respect to:the closing of the transactions contemplated by this Agreement; and (4) (i) the failure of any representation and or warranty made by any Seller contained the Indemnifying Sellers or the Company in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, Section 4.10 hereof to be true and correct in all respects as of the date of this Agreement; correct; and (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, Taxes payable by the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its the Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss Tax period (or Losses portion thereof) ending prior to or on the Closing Date (if a Section 338(h)(10) Election is made) or the day prior to the Closing Date (if no Section 338(h)(10) Election is made) to the extent such Taxes are not taken into account as a current liability for purposes of determining Net Working Capital (other than the amount of Taxes payable by the Company pursuant to Section 10.2(a)(i1374 of the Code if a Section 338(h)(10) (“Buyer Warranty Losses”) unless Election is made). For this purpose, in the case of a Tax period that begins before and until ends after the aggregate Closing Date, the amount of all Buyer Warranty Losses incurred by Taxes attributable to the Buyer Indemnitees exceeds $100,000, in which event Seller period prior to the Closing Date shall be liable for determined (A) in the case of any Taxes based on or measured by income or receipts, by closing the books of the Company and the Subsidiary as of the close of business on the Closing Date (if a Section 338(h)(10) Election is made) or the day prior to the Closing Date (if no Section 338(h)(10) Election is made) and (B) in the case of all other Taxes, by multiplying such Buyer Warranty Losses Taxes by a fraction the numerator of which is the number of days from the first dollar; provided that nothing contained beginning of such Tax period through the close of business on the Closing Date (if a Section 338(h)(10) Election is made) or the day prior to the Closing Date (if no Section 338(h)(10) Election is made) and the denominator of which is the total number of days in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereundersuch Tax period. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Subject to Section 9.1, each Seller shall indemnify agrees, severally and not jointly, to indemnify, defend Buyer and hold Buyer, its Subsidiaries, its Affiliates and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors directors and assigns (the “Buyer Indemnitees”) against, and shall hold them employees harmless from, from any and all Losses resulting from, arising out Indemnifiable Damages which any of them may suffer or incur by reason of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: : (i) the breach or failure to perform by such Seller or GSHS of the covenants or agreements made by such Seller or GSHS in this Agreement to be performed at or prior to the Closing and, in the case of Sections 6.4, 6.7, 6.11 and 6.12, to be performed in whole or in part after the Closing; (ii) from and after the Closing: (A) the breach of or inaccuracy in any representation of the representations and warranty by any warranties of GSHS or such Seller contained in this Agreement, the ; or (B) any misrepresentation contained in any statement or certificate furnished by GSHS or such Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by pursuant to this Agreement; (iii) for a period of five years after the Closing, any and all malpractice or professional liability claims against GSHS or a Subsidiary where the occurrence giving rise to be true such claim preceded or occurred on the Closing Date (provided, however, that the indemnification obligation of each Seller under this clause (iii) is expressly conditioned on the maintaining by GSHS continuously for a period of five years after the Closing Date of malpractice and correct professional liability insurance for occurrences through the Closing Date in all respects as amounts and on terms that are consistent with and comparable to the malpractice and professional liability policy or policies of GSHS in effect on the date of this Agreement; ); or (iiiv) the asset transfer provisions set forth in Section 2.1.1 of the Operating Agreement, dated May 1, 1992, by and between GSHS and Community Mutual Life Insurance Company, to the extent such section is deemed to be applicable to the assets of any Person other than GSHS and its Subsidiaries existing prior to the Closing; and (v) any breach obligation of any covenant or agreement GSHS and its Subsidiaries to Blue Cross and Blue Shield of any Seller contained in this Maryland, Inc. under Section 7.13 of the Stock Purchase Agreement, dated as of March 19, 1993, by and among VI, HCSC, GS Holding, Inc. and Blue Cross and Blue Shield of Maryland, Inc. in excess of the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable accrued specifically for such Buyer Warranty Losses from liability on the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach books and records of warranty hereunderGSHS as of the Balance Sheet Date. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller shall Subject to the other terms and conditions of this Article VI, from and after Closing, Sellers shall, jointly and severally, indemnify and defend Buyer each of Purchaser and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholdersdirectors, officers, managers, members, managers, officers, directors, employees, agents, successors and assigns employees (collectively, the “Buyer Purchaser Indemnitees”) against, and shall hold each of them harmless fromfrom and against, and shall pay and reimburse each of them for, any and all Losses resulting fromincurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect toto or by reason of: (i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (iia) any inaccuracy in or breach of any covenant of the representations or agreement warranties of any Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of Sellers pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller Disclosure Schedule, pursuant to this Agreement or any certificate or other document furnished instrument delivered by or on behalf of Sellers pursuant to Buyer in connection with the transactions contemplated by this Agreement; (iiic) the Closing Date Indebtedness or any Liens affecting the Purchased Assets which secure any monetary obligations of any of the Sellers; (d) the Excluded Liabilities; (e) any feesFraud, expenses willful misconduct or other payments incurred intentional misrepresentation on the part of any Seller or owed by any Sellerof their Affiliates, the Acquired Company directors, shareholders, officers, managers or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it representatives in connection with this Agreement or the transactions contemplated by this Agreement.Transaction; or (bf) any Action brought against a Purchaser Indemnitee by the present and/or future owner(s) of record of the Prestonsburg Facility, within six (6) months following the Closing, asserting that (i) Sellers shall not be liable for any Loss or Losses have prior to Closing breached the terms and conditions of the Prestonsburg Lease, as assigned to Purchaser pursuant to Section 10.2(a)(ithis Agreement and the other Transaction Agreements, and/or (ii) (“Buyer Warranty Losses”) unless that the Prestonsburg Lease is no longer in effect and until Purchaser did not acquire from Seller a valid leasehold interest under the aggregate amount Prestonsburg Lease, including any claim that Purchaser’s occupancy of all Buyer Warranty Losses the Prestonsburg Facility following Closing constitutes trespassing, including but not limited to Purchaser’s actual out-of-pocket costs and expenses incurred by Purchaser in connection with relocating from the Buyer Indemnitees exceeds $100,000Prestonsburg Facility to the extent the owner(s) of record prevail in any such Action or Purchaser determines in good faith to not contest (initially upon receipt of notice of the Action or at any time during the pendency of the Action) such Action any further due to Purchaser’s good faith determination that it is unlikely to prevail in such Action; and in the absence of any such Action, in which event Seller to the extent Purchaser receives written notice from such owner(s) of record within six months following Closing alleging that Purchaser’s leasehold interest under the Prestonsburg Lease is invalid, and Purchaser fails to renegotiate a new lease with such owner(s) of record before the end of such six-month period, Sellers’ indemnification obligations relating thereto shall be liable for such Buyer Warranty Losses limited to Purchaser’s actual out-of-pocket costs and expenses incurred by Purchaser in connection with relocating from the first dollarPrestonsburg Facility; provided provided, however, that nothing contained in this Section 10.2(b) Sellers shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunderremain fully obligated for all Excluded Liabilities relating thereto. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. Except as otherwise limited by this ARTICLE VI, the Sellers shall jointly and severally indemnify, defend and hold harmless Buyer and its Representatives and any assignee or successor thereof (collectively, the "Buyer Indemnified Parties") from and against, and pay or reimburse Buyer Indemnified Parties for, any and all losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys' fees and expenses), (any of the foregoing, a "Loss") suffered or incurred by, or imposed upon, any Buyer Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: (a) Each any inaccuracy in or breach of any representation or warranty made by a Seller shall indemnify Party in this Agreement (including all schedules and defend Buyer and its Affiliates exhibits hereto) or any Ancillary Document; (includingb) any non-fulfillment or breach of any unwaived covenant, following obligation or agreement made by or on behalf of a Seller or, at or prior to the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect (including all schedules and exhibits hereto) or any Ancillary Document; (c) any underestimation of the contractual agreement Transaction Expenses, or the amount of Buyer Closing Debt set forth in the Estimated Closing Statement; (d) any and Sellers regarding risk allocation all Liabilities for (i) Taxes in connection with or arising out of the Company's assets, employees (including pursuant to Section 409A of the Code), securities, activities or business on or prior to the Closing Date (determined with respect to Losses taxable periods that begin before and other matters. By agreeing to these provisions, none end after the Closing Date in accordance with the allocation provisions of Sellers, 6.11(c)) in excess of the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act amount of Taxes reflected as a waiver current liability in the computation of the Net Working Capital in the Final Statement or otherwise limit (ii) Transfer Taxes; or (e) any defenses that may be available Action by Person(s) who were holders of equity securities of the Company, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimssuch securities.

Indemnification by Sellers. From and after the Closing Date, the Sellers (ajointly and severally) Each Seller shall shall, subject to the applicable limitations set forth in Article X, indemnify the Triarc Indemnified Parties against and defend Buyer hold harmless from any and its Affiliates all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (including, following the Closingwithout limitation, reasonable fees for both in-house and outside counsel, accountants and other outside consultants) suffered or incurred (each a "TAX LOSS" and collectively, the Acquired Company and its Subsidiary"TAX LOSSES") and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) Taxes of RTMAC for periods or portions thereof ending on or before the failure Closing Date ("PRE-CLOSING Taxes"), and Taxes of any representation and warranty by any Seller contained RTMAC attributable to the RTMAC Transactions, in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as excess of the date amount of this AgreementTaxes which are specifically identified as current liabilities (excluding any reserve for deferred taxes established to reflect timing differences between book and Tax income) on the RTM Closing Balance Sheet; (ii) Taxes or other payments with respect to periods or portions thereof ending on or before the Closing Date which are required to be paid after the date hereof by RTMAC to any party under any Tax Sharing Agreement (whether written or not) or by reason of being a successor-in-interest or transferee of another entity; and (iii) without duplication, Taxes imposed on Triarc or any of its Subsidiaries as a result of (x) a breach of or inaccuracy in any representation or warranty set forth in Section 2.13 or in the certificate delivered by the RTM Representatives pursuant to Section 8.02(d) as of the date such representation or warranty was made or as if such representation or warranty were made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the breach of or inaccuracy in which will be determined with reference to such specified date) or (y) a breach of any covenant or agreement set forth in Section 5.01(p) or this Article VII, PROVIDED, that for purposes of this Section 7.01(a)(iii) only, a breach of or inaccuracy in any Seller contained in this Agreementrepresentation, warranty, covenant or agreement shall be determined without reference to any materiality qualifier with respect thereto. Notwithstanding the foregoing, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable obligated to pay any amounts under this Section 7.01(a) for any Loss or Tax Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless resulting from any transaction of RTMAC on the Closing Date but after the Closing, other than any transaction in the ordinary course of business and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunderRTMAC Transactions. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each other than for Tax Matters). Subject to Section 9.4, Section 9.7 and Section 9.12, each Seller shall agrees to indemnify on a joint and defend Buyer and several basis Purchaser, its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agentsAffiliates, successors and assigns assigns, including, for the avoidance of doubt, the POC Companies after the Closing (the “Buyer Indemnitees”"Purchaser Indemnified Parties") against, and shall agree to hold them the Purchaser Indemnified Parties harmless from, any and all Losses resulting from, incurred or suffered by any Purchaser Indemnified Party arising out of, or incurred by of any Buyer Indemnitee in connection with, or otherwise with respect toof the following: (ia) the failure Any breach of or any inaccuracy in any representation and or warranty made by any Seller contained in this Agreement, the Seller Disclosure Schedule, Agreement or any certificate Related Agreement or any document delivered by any Seller at the Closing (other document furnished to Buyer in connection with the transactions contemplated by than for Tax Warranties); provided, that Sellers shall have no liability under this Agreement, to be true and correct in all respects as of the date of this Agreement; (iiSection 9.2(a) for any breach of or inaccuracy in any covenant representation or agreement warranty unless a notice of any Seller contained in this Agreement, the Purchaser Indemnified Party's claim is given to the Seller Disclosure Schedule, or any certificate or other document furnished not later than the expiration of those representations and warranties pursuant to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementSection 9.1. (b) Sellers shall not be liable for Any breach of or failure by any Loss Seller to perform any covenant or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until obligation of the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event applicable Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained set out in this Section 10.2(b) shall be deemed Agreement or any Related Agreement or any document delivered by any Seller at the Closing (other than those relating to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunderTaxes). (c) The indemnification provisions contained Any Excluded Liability. (d) For each customer contract of the POC Companies in this Agreement reflect existence as of the contractual agreement Closing Date (other than the contracts in existence on the date hereof relating to POI Unit Numbers 867, 868 and 871) that contains an option for the customer to purchase compression equipment owned by a POC Company or to cause a POC Company to purchase compression equipment from a customer, if, during the original term of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisionsthat contract (excluding any renewal, none of Sellersholdover or extension periods), the Acquired customer exercises that purchase or sale option, the amount, if any, by which the fair market value of such equipment exceeds the amount received by Hanover and its Affiliates (including the POC Companies) pursuant to such purchase option or the amount by which the amount paid by the POC Company nor exceeds the fair market value of such equipment pursuant to such sale option; provided, however, that this Section 9.2(d) shall not apply if the exercise of such purchase option is due to the breach of contract, contract default, negligence or willful misconduct of Hanover or its Subsidiary are acknowledging Affiliates (including the POC Companies) or if Hanover or any wrongdoing of its Affiliates (including the POC Companies) encourages the exercise of the purchase option by the customer in any way or liability has any agreement with respect the customer relating to the purchase option beyond what is in the contract. Purchaser agrees to and to cause its Affiliates to use commercially reasonable efforts to negotiate the put or call provisions out of any such contracts that come up for renewal; provided, however, that the Purchaser or its Affiliates shall not be required to alter any other terms of such contracts to their detriment in order to remove the purchase or sale options. This Section 9.21 shall not apply to any matter, and these provisions shall not act as a waiver purchase option or otherwise limit sale option that is amended in any defenses that may be available way adverse to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party ClaimsSellers after the Closing.

Indemnification by Sellers. (a) Each Seller Subject to the other terms and conditions of this ARTICLE VIII, Sellers shall indemnify and defend each of Buyer and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholdersRepresentatives (collectively, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold each of them harmless fromfrom and against, and shall pay and reimburse each of them for, any and all Losses resulting fromincurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect toto or by reason of: (ia) the failure any inaccuracy in or breach of any representation and warranty by any Seller of the representations or warranties of Sellers contained in this Agreement, the Seller Disclosure Schedule, Agreement or in any certificate or instrument delivered by or on behalf of Sellers pursuant to this Agreement (other document furnished than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Buyer in connection with the transactions contemplated by this AgreementARTICLE VI), to be true and correct in all respects as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to ARTICLE VI); (c) Broker Fees for which Sellers are obligated; (d) any matter disclosed by the Sellers in Disclosure Schedules not provided at the execution of this Agreement; (iie) any breach of any covenant Actions against Sellers or agreement of any Seller contained in this Agreement, New Rise SAF pending at the Seller Disclosure ScheduleClosing Date, or any certificate arising due to facts, circumstances or other document furnished events occurring prior to Buyer in connection with the transactions contemplated by this Agreement;Closing Date; and (iiif) any feesEnvironmental, expenses Health and Safety Requirements pending against the Sellers or other payments incurred or owed by any Seller, New Rise SAF at the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer hasClosing Date, or might havearising due to facts, at Law, in equity circumstances or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunderevents occurring prior to the Closing Date. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. From and after the Closing Date and ending on (i) in the case of claims brought under any covenant or agreement of Sellers contained in this Agreement that survive the Closing Date, the Covenant Termination Date, or (ii) in the case Sellers breach any of their representations or warranties in this Agreement, the Representation Termination Date, Sellers shall jointly and severally indemnify and hold harmless Buyers and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, partners and stockholders of Buyers, and each of their heirs and personal representatives (collectively, the "Buyer Indemnitees") from and against, and shall pay to Buyer Indemnitees the amount of, any and all Losses actually incurred by any of Buyer Indemnitees following the Closing Date caused by (a) Each Seller shall indemnify any breach of or inaccuracy in the representations and defend Buyer and its Affiliates warranties of Sellers contained in this Agreement (includingincluding the Schedules attached hereto) (other than breaches, following inaccuracies or misrepresentations of any representation or warranty of which the Closing, the Acquired Company and its Subsidiary) and Buyers or any of their respective stockholders, members, managers, officers, directors, employees, agentsagents or Affiliates had knowledge as of the Closing) and (b) any material breach of the covenants or agreements of Sellers contained in this Agreement that survive the Closing Date. From and after the Closing Date, successors Sellers shall also jointly and assigns (severally indemnify and hold harmless the “Buyer Indemnitees”) Indemnitees from and against, and shall hold them harmless frompay to Buyer Indemnitees the amount of, any and all Losses resulting from, arising out of, or actually incurred by any of Buyer Indemnitee in connection with, or otherwise with respect to: (i) Indemnitees following the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished Closing Date relating to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as Acquisition's obligations under Section 116 of the date of this Agreement; Income Tax Act (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementCanada). (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller shall Subject to Section 11.5, Sellers, jointly and severally, hereby agree to indemnify and defend Buyer hold Purchaser and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managersdirectors, officers, directorsemployees, employeesAffiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Buyer IndemniteesPurchaser Indemnified Parties”) against, harmless from and shall hold them harmless from, against any and all Losses Damages to the extent based upon or resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the failure of any breach of, or inaccuracy in, any representation and or warranty made by any Seller contained Sellers in this AgreementAgreement or in any document, the Seller Disclosure Scheduleschedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any certificate such breach or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreementinaccuracy; (ii) any breach or violation of any covenant Pre-Closing Covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated Post-Closing Covenant by this AgreementSellers; (iii) any feesaccounts receivable set forth on the Closing Balance Sheet which are not fully collected within one (1) year after the Closing Date, expenses net of any applicable reserve for returns or other payments incurred doubtful accounts reflected thereon; (iv) any Excluded Liability; (v) any pending litigation as of the Effective Time related to the Business, the Purchased Assets, the Assumed Liabilities, or owed the Subsidiaries, including, without limitation, the litigation set forth on Schedule 6.17; (vi) any noncompliance by any Sellerof the Subsidiaries to be in good standing at any time on or prior to the Effective Time and any actions necessary to remedy such noncompliance and cause such Subsidiaries to return to good standing; (vii) any noncompliance by Sellers or any of their respective Affiliates with the provisions of any so called “bulk transfer” Law or “bulk sales” Law of California, the Acquired Company Florida, Massachusetts, New York or its Subsidiary Texas; (viii) any claim based on Sellers’ failure to pay fees or amounts due to any agentfinancial advisor or broker; (ix) any claim by any Employee of a Subsidiary that such Employee is entitled to stock options of Parent or any of its Affiliates, brokersuch indemnity to survive for one (1) year after the Effective Time; or (x) any claim relating to the presence of asbestos or related substances on the Property, investment banker in each case at any time on or other firm prior to the Effective Time. In the event that Sellers may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or person retained or employed by it (ii) and any of subsections (iii)-(viii) of this Section 11.2, Sellers’ obligations under any of subsections (iii)-(viii) shall be controlling and the limitations provided in connection with the transactions contemplated by this AgreementSections 11.1 and 11.5 shall not apply. (b) Sellers Purchaser shall not take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer hasexpected to, or might havedoes, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereundergive rise thereto. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. From and after the Closing Date, the Sellers (ajointly and severally) Each Seller shall indemnify the Buyer Indemnified Parties and defend Buyer hold them harmless from any and its Affiliates all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (including, following the Closingwithout limitation, the Acquired Company reasonable fees for attorneys, accountants and its Subsidiaryother outside consultants) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, suffered or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000Indemnified Parties (each a “Tax Loss” and collectively, the “Tax Losses”) arising out of: 10.1.1.1 Taxes of OEP TAG Holdings and of the Operating Companies for periods or portions thereof ending on or before the Closing Date including but not limited to Taxes imposed on OEP TAG as a result of the Restructuring Events but in which no event Seller shall be liable for such Buyer Warranty Losses liability include Taxes resulting from the first dollarsale, exchange or other disposition of the Membership Interests or the assets of the Operating Companies by Buyer or its Affiliates following the transfer of ownership of OEP TAG Holdings to Buyer (“Pre-Closing Taxes” ); 10.1.1.2 Pre-Closing Taxes or other payments of any Person (other than OEP TAG Holdings or the Operating Companies) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law) as a transferee or successor of the Companies, by Contract or otherwise); 10.1.1.3 any breach of or inaccuracy in any of the representations and warranties contained in Section 4.22 (without giving effect to any “materiality” or other similar qualifications); 10.1.1.4 any adverse tax consequences to Buyer arising as a result of the license of the Intellectual Property of either Operating Company to Sellers as set forth in Section 2.2.2.5; and 10.1.1.5 enforcing the indemnification provided that nothing contained for in this Section 10.2(b) 10.1.1. 10.1.1.6 For purposes of determining Sellers’ indemnification obligations pursuant to this Article X, the determination of the Taxes attributable to a period prior to the Closing Date shall be deemed to limit determined by assuming two taxable periods, one that ended at the close of the Closing Date and the other that began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer credit and Sellers regarding risk allocation state and local apportionments factors with respect to Losses the business and other matters. By agreeing assets of each Company shall be allocated between the two taxable periods on a closing of the books basis by assuming that the books of each Company were closed at the close of the Closing Date; provided, however, that (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on the basis of the number of elapsed days in each such period (for assets and liabilities included on the Balance Sheet as of the Closing Date). 10.1.1.7 In calculating the amount of any Tax Loss, there shall be deducted an amount equal to these provisionsany Tax benefit actually realized through a reduction in Taxes otherwise due as a result of such Tax Loss by the Buyer Indemnified Party, none and there shall be added an amount equal to any Tax imposed on the receipt of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability indemnity payment with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimsthereto.

Indemnification by Sellers. (a) Each Seller shall indemnify Subject to Sections 9.3 and defend Buyer 9.4, from and its Affiliates (including, following after the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the failure Sellers, severally and not jointly and severally (in such capacity, the "Seller Indemnitors"), hereby agree to indemnify, defend and hold harmless Buyer, and its Affiliates, and each of their respective directors, officers, employees, agents and shareholders (collectively, the "Buyer Indemnitees") from and against any and all Losses arising out of, based upon or resulting from (i) any breach of any representation or warranty made by the Sellers herein; and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (ii) any breach or default in the performance by the Sellers of any covenant or agreement of any Seller contained in this Agreement, herein; and (ii) the Seller Disclosure ScheduleIndemnitors shall indemnify, or defend and hold harmless the Buyer Indemnitees from and against any certificate or other document furnished Tax liability of the Company and the Subsidiaries with respect to Buyer in connection with a Pre-Closing Tax Period (as defined herein) that is not (i) paid by the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary Subsidiaries prior to any agent, broker, investment banker the Closing Date or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (bii) Sellers shall not be liable accrued for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000Company on its consolidated balance sheet as of December 31, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters2004. By agreeing to these provisions, none of SellersAs used herein, the Acquired term "Pre-Closing Tax Period" means (x) any Tax period of the Company nor or any of its Subsidiary are acknowledging any wrongdoing Subsidiaries that begins and ends on or liability before the Closing Date and (y) with respect to any matter, and these provisions shall not act as a waiver other Tax period of the Company or otherwise limit any defenses of its Subsidiaries that may be available to any Sellerincludes the Closing Date, the Acquired portion of such Tax period prior to and including the Closing Date. To the extent permitted by applicable law, the parties shall elect (and shall cause the Company or and its Subsidiary Subsidiaries to elect) to treat the Tax period that includes but does not end on the Closing Date with respect to any Third Party ClaimsTax as ending on the Closing Date, and shall take steps as may be necessary therefor. For purposes of this Agreement, any Tax for a period that includes but does not end on the Closing Date shall be allocated between the Pre-Closing Taxable Period and the balance of the taxable period based on an interim closing of the books as of the end of the Closing Date; provided, however, that any real or personal property Tax and any periodic exemption amount shall be allocated between the Pre-Closing Taxable Period and the balance of the taxable period based on the relative number of days in each such period.

Indemnification by Sellers. (a) Each Seller shall indemnify Sellers, jointly and defend Buyer severally, agree to indemnify, defend, hold harmless and its Affiliates (including, following the Closingwaive any claim for contribution against Purchaser, the Acquired Company and its Subsidiary) and all of their respective stockholders, members, managers, officers, directors, employeesshareholders, agentsAffiliates, successors employees and assigns agents (the “Buyer Indemnitees”"Purchaser Indemnified Persons") against, after the Closing from and shall hold them harmless from, against any and all Losses Adverse Consequence arising out of or resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (ia) the failure untruth, inaccuracy or incompleteness as of the date hereof or on the Closing Date of any representation and or warranty of Sellers contained in this Agreement or Schedules hereto (or in any document, writing, certificate, data or financial statements delivered by Sellers under this Agreement) (each a "Purchaser Warranty Claim") or the failure by any Seller contained in this Agreementto perform any of its covenants or obligations hereunder; (b) any brokers' commissions, the Seller Disclosure Schedule, or any certificate finders' fees or other document furnished like payments incurred or alleged to Buyer have been incurred by Sellers or the Company in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as sale of the date Shares or the consummation of this Agreement; (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iiic) any fees, expenses or other payments incurred or owed by any Sellerand all undisclosed Liabilities which did not arise in the Ordinary Course of Business arising prior to the Closing with respect to the Company, the Acquired Shares or the Business, including without limitation, any litigation, proceeding or action to which the Company or its Subsidiary is a party and which is attributable to any agentperiods prior to the Closing (including without limitation, brokerall litigation, investment banker or other firm or person retained or employed by it proceedings and actions referenced in connection with the transactions contemplated by this Agreement.Schedules hereto); and (d) all Taxes, except for an amount of Taxes equal to (a) the Taxes accrued on the Closing Balance Sheet plus (b) Sellers an amount equal to one-half (1/2) of the difference between (i) the amount of Taxes accrued as of the Closing Date as calculated in accordance with generally accepted accounting principles and (ii) the amount of Taxes accrued on the Closing Balance Sheet, attributable to the Company for taxable periods ending on or before the Closing Date, and for its allocable share of Taxes for any period that begins prior to the Closing Date and ends after the Closing Date. Sellers' allocable share of Taxes determined by reference to income, capital gains, gross income, gross receipts, sales, net profits, windfall profits and similar gains, shall not be determined based on the date on which such items accrued. For all other Taxes, Sellers' allocable share shall be determined pro rata based on the number of days in the taxable period for which each party is liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty Taxes hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller The Sellers, jointly and severally, shall indemnify indemnify, defend and defend Buyer hold harmless each Purchaser Indemnitee from and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless fromcompensate, reimburse and pay for, any Damages as and all Losses resulting from, arising out of, when incurred or Taxes owed that are directly or indirectly suffered or incurred by any Buyer Purchaser Indemnitee in connection withor to which any Purchaser Indemnitee may otherwise become subject (regardless of whether or not such Damages relate to any Third Party Claim) and arise out of, are caused by, or otherwise with respect toresult from: (ia) the failure any inaccuracy in, or breach of, any representation or warranty of any representation and warranty by any Seller contained set forth in this Agreement, the Seller Disclosure Schedule, Agreement or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this AgreementTransaction Document, to be true including Article 3 and correct in all respects as of the date of this AgreementArticle 4; (iib) any material breach of any covenant or agreement obligation of any Seller contained of the Sellers set forth in this Agreement or any Transaction Document (other than any material breach of any covenant or obligation of the Sellers that is caused by Island Manager acting in such capacity under the Management Agreement (it being understood and agreed that Island Manager’s actions under the Management Agreement with respect to this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished Transaction Documents and the Contemplated Transactions are subject to Buyer in connection with the transactions contemplated by this Agreementsupervision and control of CHC’s Board of Trustees)); (iiic) the ownership, management or operation of any Acquired Entity, including, for the avoidance of doubt, the CSI Interests and the CUCA Interests, any Fund Entity or any of their respective Subsidiaries and the respective assets of each of the foregoing or any other Purchased Interests at or prior to the Closing (whether or not disclosed in any Disclosure Schedule); (d) any feesliabilities that CHC should have taken into account and set forth on the New CSI Closing Balance Sheet and the CUCA Closing Balance Sheet; (e) any amount that should have been included in the Assumed Bonuses or the Assumed Benefits, expenses or other payments incurred or owed and which is due and payable by Purchaser; (f) any claims by any SellerContinuing Employees or current or former officers, directors or employees of the Acquired Entities or their respective Subsidiaries relating to matters arising on or prior to the Closing (whether or not disclosed in the Disclosure Schedules); (g) any liability of an ERISA Affiliate of a Fund Entity arising under, or with respect to, a Pension Plan, Welfare Plan or Multiemployer Plan; and (h) any of the matters set forth on Schedule 6.17, on Section 4.15 of the Disclosure Schedule or in the Escrow Letter. Without limiting the foregoing, for example, if a Fund Entity (such as HY II or DIV II) suffered Damages on or prior to the Closing relating to matters occurring on or prior to the Closing, then the Fund Entity and its stockholders, members and equity owners shall be entitled to indemnity from the Sellers under this Section 8.2(h) even though Purchaser and the Fund Entity had Knowledge of the liability and even if none of the Parties knew the extent or amount of such liability. Thus, assuming the indemnity arises under Section 8.2(h) and the Damages to the Fund Entity and/or its stockholders, members and equity owners are equal to $15,000,000, the Acquired Company or Sellers shall instruct the Escrow Agent to pay the Escrow Property to the Fund Entity and/or its Subsidiary to any agentstockholders, brokermembers and equity owners, investment banker or other firm or person retained or employed by it as applicable, in connection accordance with the transactions contemplated by this Agreement. Escrow Letter and (bif the Escrow Property is insufficient to pay the Damages in full) the Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for the remainder of such Buyer Warranty Losses Damages, and no part of the $15,000,000 shall be subject to the limitations set forth in Section 8.4(a) and no portion of the $15,000,000 shall reduce the amount of the Cap regarding other indemnification by the Sellers. On any claim under this Section 8.2(h), the Purchaser Indemnitees shall be entitled to the full amount of the Damages from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, and the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions Sellers shall not act as a waiver have the right to seek any amount of such Damages from any other Purchaser Indemnitee even if such other Purchaser Indemnitee could have been liable to the Seller or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimsindemnified Purchaser Indemnitee.

Indemnification by Sellers. (a) Each Seller Sellers shall indemnify jointly and defend Buyer severally indemnify, defend, and hold harmless Purchaser and its Affiliates (includingdirectors, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholdersmanagers, members, managers, shareholders officers, directorsemployees and Affiliates (collectively, employees, agents, successors and assigns (the “Buyer IndemniteesPurchaser Indemnified Parties”), from and against any losses, damages, judgments, awards, settlements, royalties, penalties, fines, Taxes, demands, Claims, costs and expenses (including reasonable fees and expenses of attorneys and other reasonable litigation costs) (collectively, the “Indemnified Losses”) againstthat the Purchaser Indemnified Parties may at any time following the Closing incur, and shall hold them harmless or become subject to, as a result of, arising from, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, with or otherwise with respect relating to: (ia) the failure any breach or inaccuracy of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of representations or warranties made by the Sellers in this Agreement; (iib) any breach of any covenant covenant, agreement or agreement undertaking of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer Parties in connection with the transactions contemplated by this Agreement; (iiic) any feesFraud of a Seller Party; (d) the Excluded Assets; (e) the Retained Liabilities; (f) any matters described on Schedule 5.07(a), expenses Schedule 5.07(b), Schedule 5.12(e), Schedule 5.21(b), Schedule 5.25(l) and Schedule 5.25(m) and any other Claims that as of the Effective Time are pending, or, to Sellers’ Knowledge, threatened against or other payments incurred affecting, or owed by pending or threatened by, any Seller; (g) with respect to the period prior to the Effective Time, any Liabilities, including Claims, related to or arising from the ownership, operation or management of the White Oak Business, the Acquired Company Assets, the Facilities, the Pharmacy Location, the WO Unimproved Parcels, or the WO Headquarters, in each case not disclosed by Sellers in this Agreement; (h) any amount subject to “clawback” from Medicare, Medicaid or other Health Care Program with respect to the period prior to the Effective Time, including any redetermination, repayment, recoupment or adjustment to any amounts to or from any Health Care Program with respect to any of the Facilities, the Pharmacy Location and the White Oak Business relating to the period prior to the Effective Time, regardless of whether Purchaser assumes the provider agreements following the Effective Time, including any retroactive or Audit matters which relate to the period prior to the Effective Time regardless of when initiated; (i) any Liability relating to Resident Trust Funds prior to the Effective Time or in the event the amount of the Resident Trust Funds transferred to Purchaser pursuant to a Transaction Document does not represent the full amount of the Resident Trust Funds delivered Purchaser or its Subsidiary Affiliates; (j) obligations relating to Taxes, including, without limitation, (i) any agent, broker, investment banker or Liability of Sellers for any Transfer Taxes and any other firm or person retained or employed by it Taxes arising in connection with the transactions contemplated consummation of the Transactions, (ii) any Taxes for which Sellers are liable pursuant to Sections 9.04(d), (e) or (h) and (iii) any retroactive adjustments to Taxes made by this Agreement.a Governmental Authority that relate to the period prior to the Effective Time; (bk) Sellers shall not any Claim arising during the five (5) year period following the Effective Time from or in connection with asbestos containing materials present at the Property or the Facilities, including abatement, removal, disposal, containment encapsulation, reporting, and/or monitoring of or exposure of any Person to, asbestos containing materials, but excluding any Claim arising from or in connection with (i) any voluntary renovation or demolition that Purchaser conducts or causes to be liable for conducted at the Property or the Facilities after the Effective Time (other than asbestos containing materials discovered or disturbed during the course of routine repair or maintenance) or (ii) any Loss or Losses pursuant disturbance of the FIN 47 Asbestos Materials identified in the attachments to Section 10.2(a)(iSchedule 11.01(k) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollarwhether disturbed through voluntary renovation or demolition or through routine repair or maintenance); provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder.and (cl) The indemnification provisions contained in this Agreement reflect any obligations for the contractual agreement repayment or misuse of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, COVID-19 Funds; and (m) the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.matters set forth on Schedule 11.01(m)

Indemnification by Sellers. (a) Each Seller shall agrees severally, and for its own account only, to indemnify and defend Buyer and its Affiliates (includinghold it harmless on an after-Tax basis, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, from any and all Losses resulting fromlosses, liabilities, claims, 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 settlement of any claims covered by this indemnity (in this Section 0, collectively, the "Indemnifiable Damages") which Buyer may suffer or incur by reason of (i) the inaccuracy of any representation or warranty of such Seller contained in this Agreement; (ii) the breach by such Seller of any covenant made by it in any of the Transaction Documents; (iii) the ownership, operation or transfer of the Assets or the Systems on or prior to the Closing Date and any liabilities relating to the Systems not assumed by Buyer, provided that in no case shall this Subsection 0 apply to or include Indemnifiable Damages caused by, relating to or arising out ofunder Environmental laws, including contamination of the Real Property, which are intended to be covered by Subsection 0. The foregoing obligation of Sellers shall be subject to and limited by each of the qualifications set forth in this Article 0. (b) Except as set forth in subparagraphs (i) and (ii) below or incurred by any Buyer Indemnitee in connection with, or otherwise with respect toto bona fide and valid claims for which notice has been given within twelve (12) months of the Closing Date, each representation, warranty and covenant made by Sellers in this Agreement or pursuant hereto shall survive until the date which is twelve (12) months following the Closing Date, and thereafter all such representations, warranties and covenants shall be extinguished: (i) the failure representations, warranties and covenants made by Sellers in Section 0 (Taxes) shall survive until the end of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection statutory limitation period with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement;respect thereto; and (ii) any breach of any covenant or agreement of any Seller contained the representations, warranties and covenants made by Sellers in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this sentence of Section 10.2(b0 (title) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereundersurvive indefinitely. (c) The indemnification provisions contained indemnity obligations of Sellers hereunder shall not apply (i) to the extent that Buyer is compensated for the same loss under Buyer's insurance policies in this Agreement reflect the contractual agreement absence of Buyer and Sellers regarding risk allocation any indemnity hereunder if the insurers under such policy waive their rights of subrogation with respect thereto; (ii) if the damages to Losses Buyer do not exceed $500,000; and other matters. By agreeing to these provisions, none of Sellers(iii) if such damages exceed $500,000, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect indemnity obligations hereunder shall only apply to any matterthat portion of the damages that exceed such $500,000 threshold and thereafter losses shall be paid up to a maximum of $9,750,000. (d) Four hundred forty-four thousand and two hundred dollars ($444,200) of the Purchase Price shall be held in escrow pursuant to a mutually acceptable form of escrow agreement, and these provisions shall not act a form of which is attached hereto as EXHIBIT M (the "Post-Closing Escrow Agreement") for a waiver or otherwise limit any defenses that may be available to any Seller, period of six (6) months after the Acquired Company or its Subsidiary with respect to any Third Party ClaimsClosing as security for the indemnity obligations of Sellers hereunder.

Indemnification by Sellers. (a) Each Seller shall indemnify shall, jointly and defend Buyer severally, indemnify, save and its Affiliates (including, following hold harmless the Closing, the Acquired Company Purchasers and its Subsidiary) and each of their respective stockholders, members, managers, officers, directors, employees, agentsagents and affiliates, and each of their successors and assigns (individually, a “Purchaser Indemnified Party” and collectively, the “Buyer IndemniteesPurchaser Indemnified Parties”) against, from and shall hold them harmless from, against any and all Losses resulting fromcosts, losses, claims, liabilities, fines, penalties, consequential damages (other than lost profits), and expenses (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counsel) (“Damages”) incurred in connection with, arising out of, resulting from or incurred by any Buyer Indemnitee in connection with, or otherwise with respect incident to: (i) i. all liabilities of or claims against the failure Purchaser Indemnified Parties of any representation nature, whether accrued, absolute, contingent or otherwise, arising out of the Assets or the business of IWOC attributable to any state of facts existing or any event occurring at or prior to the Closing (whether known or unknown to Sellers or the Purchasers), including without limitation (the “Excluded Obligations”); ii. all liabilities of or claims against the Purchaser Indemnified Parties of any nature, whether accrued, absolute, contingent or otherwise, attributable to any state of facts existing or any event occurring after the Closing Date (whether known or unknown to Sellers or the Purchasers) to the extent arising out of the operation by Sellers of their businesses from and warranty after the Closing Date; iii. any breach of, or any inaccuracy in any of, the representations or warranties made by any either Seller contained in this Agreement, the Seller Disclosure Schedule, any exhibit or schedule to this Agreement or any certificate certificate, instrument or other document furnished to Buyer writing delivered in connection with this Agreement or in connection with any exhibit or schedule to this Agreement; iv. any default in any agreements made by either Seller in this Agreement, any exhibit or schedule to this Agreement or any certificate, instrument or writing delivered in connection with this Agreement or in connection with any exhibit or schedule to this Agreement; v. any taxes of any kind whatsoever, or expenses, interest or penalties relating thereto, which arise out of or result from the transactions contemplated by this Agreement, other than taxes relating to be true and correct in all respects as the conduct of the date business of the Purchasers from and after the Closing Date; vi. any attempt (whether or not successful) by any person to cause or require a Purchaser Indemnified Party to pay or discharge any debt, obligation, liability or commitment of Sellers not assumed by the Purchasers pursuant to this Agreement; (ii) vii. any breach action, compromise, settlement, assessment or judgment arising out of or incidental to any covenant or agreement of any Seller contained the matters indemnified against in this Agreementsection; provided, the Seller Disclosure Schedulehowever, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) that Sellers shall not be liable for any Loss obligated to indemnify a Purchaser Indemnified Party and hold it or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in him harmless under this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability section with respect to any mattersettlement of a claim to which Sellers have not consented, and these provisions which consent shall not act as a waiver unreasonably be withheld, conditioned or otherwise limit delayed. If, by reason of the claim of any defenses that may be available third person relating to any Sellerof the matters subject to indemnification under this section, a lien, attachment, garnishment or execution is placed upon any of the Acquired Company property or its Subsidiary with respect assets of any Purchaser Indemnified Party, Sellers shall also, promptly upon demand, furnish an indemnity bond satisfactory to the Purchaser Indemnified Party to obtain the prompt release of such lien, attachment, garnishment or execution; or viii. all liabilities of or claims against the Purchaser Indemnified Parties of any nature, whether accrued, absolute, contingent or otherwise, relating to any Third Party Claimsemployee, sales representative or independent contractor of either Seller whose relationship with such Seller was terminated by such Seller.

Indemnification by Sellers. (a) Each Seller The Sellers shall indemnify indemnify, hold harmless and defend Buyer Purchaser after the Closing Date against and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out in respect of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the failure of Any and all Losses resulting from any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as breach of the date warranties and representations of this Agreementthe Sellers contained herein; (ii) any breach Any and all Losses incurred or paid by the Purchaser as a result of any covenant the nonpayment or agreement assessment of any Seller contained in this Agreement, taxes with respect to the Seller Disclosure Schedule, Acquired Assets or any certificate or other document furnished the Corn Silk Business attributable to Buyer in connection with the transactions contemplated by this Agreementperiod before the Closing Date; (iii) any fees, expenses or other payments Any and all Losses incurred or owed paid by the Purchaser as a result of a claim of any Sellerkind arising from the operation, business or ownership of the Acquired Company Assets or its Subsidiary the Corn Silk Business by the Sellers prior to the Closing Date; and (iv) Any and all Losses incurred or paid by Purchaser as a result of a claim of any agent, broker, investment banker kind relating to the Excluded Liabilities; and (v) All Losses arising from or other firm or person retained or employed by it in connection with any action, suit, proceeding or claim incident to any of the transactions contemplated by this Agreementforegoing. (b) Sellers shall not be liable for any Loss or Losses have no liability pursuant to this Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and 5.3 for a breach of representation or warranty until the aggregate amount Losses of Purchaser for all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds breaches of representations and warranties exceed $100,00050,000, in which event Seller Sellers shall be liable pursuant to such section for all such Buyer Warranty Losses from that are in excess of $50,000, up to a maximum aggregate amount of the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach sum of warranty hereunder$5,375,000 plus fifty percent of the Adjusted Inventory Price. (c) The amount of any Loss subject to indemnification provisions contained in pursuant to this Agreement reflect Section 5.3 shall be calculated net of any amounts recovered by the contractual agreement of Buyer and Sellers regarding risk allocation Indemnified Person (as defined below) under insurance policies or from other third-party sources with respect thereto (such as contractual indemnities of any person granted beyond the scope of this Agreement). In the event that an Indemnified Person receives any recovery from an insurance policy or other third-party source after an indemnification payment has been made pursuant hereto, then, to Losses and other matters. By agreeing the extent such recovery, had it been received prior to these provisions, none the indemnification payment of Sellers, would have reduced such Loss, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability Indemnified Person shall forward such payment to the Indemnifying Person (as defined below) (net of the Indemnified Person's costs of collection with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses thereto). (d) The Purchaser acknowledges that may be the indemnification provided for in this Section 5.3 is the sole remedy available to any Sellerthe Purchaser against the Sellers for the matters covered under this Section 5.3; provided, however, that nothing contained herein shall restrict the Acquired Company or its Subsidiary with respect Purchaser's right to any Third Party Claimsseek alternative remedies in the case of alleged common law fraud on the part of either of the Sellers.

Indemnification by Sellers. (a) Each Seller Effective upon Closing, Sellers shall defend, indemnify and defend hold harmless Buyer and its Affiliates (includingAffiliates, following the Closing, the Acquired Company and all of its Subsidiary) and their respective stockholders, membersdirectors, managers, officers, directorsemployees, employeespartners, members, contractors, agents, successors and assigns representatives (collectively, the “Buyer Indemnitees”) against, from and shall hold them harmless from, against any and all (a) Losses resulting from, incurred by a Buyer Indemnitee as a result of or arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: of (i) the failure any inaccuracy in or breach of any representation and warranty by any Seller of the representations or warranties of Sellers contained in this AgreementAgreement (other than any representations or warranties contained in ARTICLE VI), the Seller Disclosure Scheduleany Transaction Document, or in any certificate delivered by or other document furnished to Buyer in connection with the transactions contemplated by this Agreementon behalf of Sellers hereunder or thereunder, to be true and correct in all respects as of the date of this Agreement; (ii) any breach of Claim by any covenant or agreement of any Seller contained in this Agreement, Employee for compensation and benefits owing to such Employee for periods prior to the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; Effective Time; (iii) any feesobligations arising from, expenses related to, or other payments incurred or owed by any Sellerin settlement of, the Acquired obligations of the Company or its Subsidiary to any agentof the Entities under Section 2.6 of that certain Purchase and Sale Agreement, brokerdated January 4, investment banker 2012, by and among the Company, Costar GP, Costar LP, Gas Solutions GP LLC, and Gas Solutions LP, LLC; and (iv) any obligations relating to, or other firm or person retained or employed by it in connection with arising from, the transactions contemplated by this Agreement. ▇▇▇▇▇▇; and (b) capital expenditures required to be made in order to complete the construction of, and place into service, facilities which are sufficient on a commercially reasonable basis to provide the services specifically contemplated by the descriptions set forth on Schedule 1.1(b) (the “Actual Aggregate Capital Expenditures”), but only to the extent such aggregate required capital expenditures set forth in the CapEx Calculation, when added to the total amount of capital expenditures spent by the Company and the Entities on the projects set forth on Schedule 1.1(b) prior to the Execution Date, are greater than the “Aggregate Approved Capital Expenditures” amount reflected on Schedule 1.1(b). In no event shall Sellers shall not be liable have any obligation to provide indemnification for any Loss matters to the extent included in the computation of the Final Surplus or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunderFinal Deficiency. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.

Indemnification by Sellers. (a) Each Seller (collectively, the “Seller Indemnifying Parties”), on a several (and not joint) basis with other Sellers (but on a joint and several basis as between the Member and Owner of any Seller), shall defend, indemnify and defend Buyer hold harmless Purchaser and its current and future Affiliates (including, following including the Closing, the Acquired Company and its SubsidiaryCompany) and their respective stockholderscurrent and future Representatives, members, managers, officers, directors, employees, agentscontrolling persons, successors and permitted assigns (the collectively, “Buyer IndemniteesPurchaser Indemnified Parties”) against, from and shall hold them harmless from, against and in respect of any and all Losses resulting from, arising out of, incurred or incurred suffered by any Buyer Indemnitee in connection with, or otherwise with respect tosuch Purchaser Indemnified Party arising from: (i) any Breach by the failure Company of any representation of the representations and warranty warranties made by any Seller contained the Company set forth in Article V of this Agreement, the Seller Disclosure Schedule, Agreement or any certificate or other document furnished Ancillary Agreement to Buyer in connection with which the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this AgreementCompany is a party; (ii) any breach Breach by the Company of any covenant of the covenants or agreement agreements of any Seller the Company contained in this Agreement, the Seller Disclosure Schedule, Agreement or any certificate or Ancillary Agreement to which the Company is a party (other document furnished than a Continuing Agreement) required to Buyer in connection with be performed prior to the transactions contemplated by this AgreementEffective Time; (iii) any fees, expenses Fraud by the Company; (iv) any Indemnified Taxes; (v) any Closing Date Transaction Expenses or Closing Date Indebtedness or any other payments incurred or owed inaccuracy in the Estimated Closing Statement; (vi) any claim by any Seller, the Acquired Company Person arising out of or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated equity interests of the Company (including the Company Units), relating to the period prior to the Initial Effective Time (including any claim by this any Person holding or purporting to hold such equity interests or rights to acquire such equity interests); or (vii) the matters set forth on Schedule 5.12, Schedule 5.14 (including the Engagement Agreement, any other engagement letter between the Company and Advisor or its Affiliates, and/or any claim or demand by Advisor or its Affiliates), or Schedule 9.2(a). (b) Each Seller Indemnifying Party, on a several (and not joint) basis with other Sellers (but on a joint and several basis as between the Member and Owner of any Seller), shall not be liable for defend, indemnify and hold harmless the Purchaser Indemnified Parties from and against and in respect of any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred or suffered by any such Purchaser Indemnified Party arising from: (i) any Breach by such Seller Indemnifying Party of any of the Buyer Indemnitees exceeds $100,000, representations and warranties made by such Seller Indemnifying Party set forth in Article VI of this Agreement or in any Ancillary Agreement to which event such Seller shall be liable for Indemnifying Party is a party (other than a Continuing Agreement); (ii) any Breach by such Buyer Warranty Losses from Seller Indemnifying Party of any of the first dollar; provided that nothing covenants or agreements of such Seller Indemnifying Party contained in this Section 10.2(b) shall be deemed to limit Agreement or restrict in any manner Ancillary Agreement to which such Seller Indemnifying Party is a party (other than a Continuing Agreement); (iii) any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder.Fraud by such Seller Indemnifying Party; (c) The indemnification provisions contained foregoing obligations to indemnify the Purchaser Indemnified Parties set forth in Section 9.2(a) and Section 9.2(b) shall be subject to each of the following limitations: (i) The aggregate liability of the Seller Indemnifying Parties to Purchaser Indemnified Parties under clause (i) of Section 9.2(a) for Losses arising out of or resulting from any Breach of any representation or warranty in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and (other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions than a Fundamental Representation) shall not act exceed an amount equal to $137,500; provided that Losses arising out of or resulting from a Breach of a Fundamental Representation or Fraud shall not be subject to or count toward such limitation in this paragraph. (ii) The liability of the Seller Indemnifying Parties to the Purchaser Indemnified Parties for Losses under Section 9.2(a) shall be allocated to each Seller according to each such Seller’s Pro Rata Percentage. The liability of a Seller to the Purchaser Indemnified Parties for Losses under Section 9.2(b) for a Breach or Fraud of such Seller shall be allocated 100% to such Seller. (iii) The aggregate liability of each Seller under Sections 9.2(a) and 9.2(b) to the Purchaser Indemnified Parties for Losses shall not exceed the amount of Merger Consideration received by such Seller hereunder (including such Seller’s Pro Rata Percentage of the Escrow Amounts and the Note Amount, whether or not actually received by such Seller); provided that Losses arising out of or resulting from (x) Fraud that was committed by such Seller (including either the Owner or Member of such Seller in any capacity, including as a waiver an equityholder, officer, manager, or otherwise limit any defenses executive of such Member or of the Company, or otherwise) or that may such Seller knew about as of the Closing, or (y) Section 9.2(b)(ii) shall, in each case, not be available subject to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimscount toward such limitation in this paragraph.

Indemnification by Sellers. (a) Each Seller shall Subject to the other provisions of this Article VIII, from and after the Closing Date, Sellers agree to jointly indemnify and defend Buyer and its Affiliates (including, following the Closinghold harmless Purchasers, the Acquired Company Subject Companies and its Subsidiary) and each of their respective stockholdersRepresentatives, subsidiaries, direct and indirect parent companies, shareholders, partners, members, managers, officers, directors, employees, agents, successors officers and assigns directors (the “Buyer Purchaser Indemnitees”) againstfor any Losses suffered, and shall hold incurred or paid, directly or indirectly, by them harmless from, any and all Losses resulting from, arising out as a result of, or incurred by any Buyer Indemnitee in connection with, arising out of or otherwise with respect related to: : (i) the any failure of any representation and or warranty made by Sellers in Article III or in any Seller contained in this Agreementschedule, the Seller Disclosure Scheduleexhibit, or any certificate or other document furnished disclosure letter delivered pursuant to Buyer in connection with the transactions contemplated by this Agreement, Agreement to be true and correct in all respects on and as of the date of this Agreement; Agreement or Closing Date as if made on such date (other than those made on a specified date, which shall be true and correct as of such specified date); (ii) any breach of any covenant or agreement by any of any Seller the Sellers contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; ; (iii) Environmental Liabilities; (iv) Taxes of any fees, expenses or other payments incurred or owed Subject Company that relate to periods prior to the Closing Date; (v) any Company Transaction Expenses not paid by Sellers; (vi) any Seller, failure to pay the Acquired Company or its Subsidiary Purchase Price Adjustment to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses Purchaser pursuant to Section 10.2(a)(i2.3(f)(ii); (vii) any withdrawal Liability related to a U.S. Multiemployer Plan incurred within twenty-four (“Buyer Warranty Losses”24) unless months after the Closing by any of the Subject Companies; (viii) any Liability relating to the failure of a Subject Company to hold any Permit set forth in Section 6.2(vi) of the Sellers Disclosure Letter, including any Liability incurred in obtaining such Permits; and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b(ix) shall be deemed to limit any fraud and/or any intentional omission or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful intentional misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matterrepresentation or warranty made by Sellers in Article III or in any schedule, exhibit, certificate or disclosure letter delivered pursuant to this Agreement. The indemnification obligations set forth in Section 8.2(iii) shall survive the Closing and these provisions terminate on the date that is five years after the Closing Date. The indemnification obligations set forth in Section 8.2 (iv) shall not act as a waiver or otherwise limit survive the Closing and terminate on the 90th day following the date that the applicable statute of limitations for any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimssuch Taxes expires.

Indemnification by Sellers. (a) Each Seller From and after the Closing Date, subject to the provisions of this Article 9, Sellers shall jointly and severally indemnify and defend Buyer and Buyer, its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and each of their respective stockholders, members, managers, officers, directors, employees, agentsagents and representatives, successors against and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless fromfrom any loss, any claim, damage, liability, cost or expense (including reasonable fees and all Losses resulting fromexpenses of lawyers, arising out ofaccountants, investigators, experts and other professionals) (collectively, a "Loss") suffered or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: such indemnified party to the extent arising from (i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (ii) any breach of any representation or warranty of either Seller contained in -75- this Agreement or in any certificate delivered pursuant to Sections 8.1 and 8.2, (ii) any nonfulfillment of or failure to comply with any covenant or agreement of Sellers or any Seller of them contained in this Agreement or any Collateral Agreement, (iii) the Seller Disclosure ScheduleExcluded Liabilities, (iv) without limiting the generality of the foregoing, any liability, obligation or commitment resulting or arising from the ownership, operation or condition of the Business or the Assets (other than the Toledo Plant Assets) on or prior to the Closing Date (except to the extent arising from Buyer's operation on the Closing Date) or from the ownership, operation or condition of the Toledo Plant Assets on or prior to the Toledo Plant Closing Date (except to the extent arising from Buyer's operation on the Toledo Plant Closing Date), or any certificate from the ownership, operation or condition of each Other Business on or prior to the Closing Date (except to the extent arising from Buyer's operation on the Closing Date), in each case other than Assumed Liabilities or other document furnished obligations which Buyer has expressly agreed to pay pursuant to this Agreement or the Collateral Agreements, (v) any liability or obligation resulting from any failure of Sellers or Buyer to comply fully with any applicable bulk transfer Laws or any Tax Laws relating to the obligations of a buyer of assets in bulk transfer, except to the extent they constitute Assumed Liabilities, Transfer Taxes or other obligations which Buyer has expressly agreed to pay pursuant to this Agreement or the Collateral Agreements; (vi) the failure of Sellers to have the right prior to Closing (or of Buyer to have the right after Closing if Buyer conducts the applicable operations of the Business in substantially the same manner as Sellers conducted such applicable operations prior to Closing) to use the Lemelson Patents or the Research Resources Patent or any of them or any intellectual property subject thereto in connection with the transactions contemplated by this Agreement; Business or each Other Business; (iiivii) any fees, expenses additional Taxes (calculated as set forth in Section 9.6(e)) of the Buyer or Windmill (or successors thereto) for Tax periods (or portions thereof) beginning after the Closing Date that would not have arisen but for an increase in the fair market value of the Stock above the amount set forth on SCHEDULE 2.2 as a result of any adjustment by a Taxing Authority made in an audit or other payments incurred Tax proceeding; and (viii) any liability, obligation or owed commitment of Windmill or Buyer arising out of Windmill's existence, operations or ownership of assets on or prior to the Closing Date (except to the extent arising from Buyer's operation on the Closing Date) or the ownership of the Stock prior to Closing (provided that Tax liabilities and obligations shall not be governed by any Sellerthe above provisions of this clause (viii) and shall instead be governed by Section 2.6(f), the Acquired Company definition of "Excluded Taxes" and clause (vii) of this Section 9.2); PROVIDED, HOWEVER, that, notwithstanding any provision of this Agreement to the contrary, (a) Sellers' liability or its Subsidiary obligation hereunder relating to or arising from the presence of any agentHazardous Material in, brokeron or under the Toledo Plant shall not apply to the extent that (x) such Hazardous Material was not classified as a Hazardous Material as of the Toledo Plant Closing Date, investment banker (y) if the quantity or other firm aspect of such Hazardous Material is regulated under any Environmental Law as of the Toledo Plant Closing Date, the quantity or person retained or employed by it such other aspect was then in connection compliance with the transactions contemplated applicable regulation, or (z) such liability or obligation shall have been caused by this Agreement. the negligent act or omission of Buyer or Buyer's Affiliates or successors or their respective employees, directors, officers, agents or representatives, and (b) Sellers shall not be liable for the costs of any Loss cleanup, remediation or Losses pursuant other action in response to Section 10.2(a)(ior in connection with any Excluded Environmental Liability only to the extent that: (A) such cleanup, remediation or other action is reasonably necessary in accordance with prevailing standards and is conducted in a commercially reasonable manner (“without regard to the availability of indemnification hereunder); and (B) Buyer Warranty Losses”agrees to assign to Sellers any rights or claims it or its Affiliates might have against any third parties to recover the cost of such cleanup, remediation or other action subsequent to (x) unless completion thereof and until the aggregate amount full payment by Sellers of all of their obligations in respect thereof or (y) Sellers' payment to Buyer Warranty Losses incurred of the estimated cost of such obligations and Sellers' agreement, by instrument in form and substance and with an obligor reasonably acceptable to Buyer, to (1) pay any additional amounts necessary to pay in full all of their obligations in respect thereof and (2) in the case of either (x) or (y) above in this clause (B), indemnify Buyer Indemnitees exceeds $100,000against any and all claims, counterclaims and other liabilities asserted against Buyer or any party for which Buyer is liable in which event Seller connection therewith. Sellers shall be provided a reasonable opportunity to monitor any cleanup, remediation or other action (either directly or through reports from third parties reasonably acceptable to Sellers) for which Sellers are liable or potentially liable hereunder. The foregoing limitations shall not limit any liability of Sellers for such Buyer Warranty Losses from matters arising in connection with Hazardous Materials which arise independently of this Agreement. Notwithstanding anything to the first dollar; provided that nothing contained contrary in this Section 10.2(b9.2, no liability shall arise or be attributable to Pillsbury prior to the Closing for indemnification obligations, if any, of Sellers hereunder related to Losses to the extent arising (a) shall be deemed to limit or restrict in from any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of any representation or warranty hereunder. in Section 3.19 or (cb) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing the Toledo Plant, pursuant to these provisions, none clause (iv) of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimsthis Section 9.2.

Indemnification by Sellers. (a) Each Seller shall indemnify and defend Buyer and its Affiliates (including, following Following the Closing, subject to this Article VII, each Seller agrees, severally and individually (and not jointly) to indemnify, defend and hold harmless the Acquired Company and Purchaser, its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors employees and assigns (the “Buyer Indemnitees”) against, Affiliates from and shall hold them harmless from, against any and all Losses losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees, expenses (including reasonable attorneys', consultant and expert witness fees and expenses), and disbursements (collectively, "Losses") actually sustained by any such Person resulting from, arising out of, of or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: relating to (i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (iia) any breach by such Seller of any of the representations or warranties of such Seller, contained in Article III or IV of this Agreement or the certificate delivered by such Seller pursuant to Section 2.04(d) after taking into account any supplement to the Schedules pursuant to Section 6.04, (b) any breach by such Seller of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect (other than any non-willful and non-deliberate breach of Section 6.03) which requires performance by such Seller, and (c) any and all Taxes of the contractual agreement LLC for any taxable period or portion thereof ending on or prior to the Closing Date, but only to the extent such Taxes exceed the amount, as of Buyer the Closing Date, of any payroll, sales or use Taxes incurred in a taxable period that begins before and ends after the Closing Date (a "Straddle Period") and which are due after the Closing Date, provided that liability for any such Straddle Period payroll, sales or use Taxes was incurred as a result of employment services provided or purchases or sales made in the ordinary course of business. For Straddle Period Taxes other than payroll, sales and use Taxes, if any, which are due after the Closing Date, clause (c) of this Section 7.01 shall apply to, and the Sellers regarding risk allocation with respect shall be responsible for, an amount equal to Losses and other matters. By agreeing to these provisions, none the product of Sellersthe Taxes due for the entire Straddle Period times a fraction, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect numerator of which is the number of days in the portion of the Straddle Period up to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, including the Acquired Company or its Subsidiary with respect to any Third Party ClaimsClosing Date and the denominator of which is the number of days in the entire Straddle Period.

Indemnification by Sellers. (a) Each Seller Sellers shall jointly and severally indemnify and defend Buyer and its Affiliates (including, following the Closinghold harmless Buyer, the Acquired Company and its Subsidiary) Company, and their respective stockholders, members, managersdirectors, officers, directors, employees, agents, successors attorneys and assigns shareholders (collectively, the “"Buyer Indemnitees”Group") against, and shall hold them harmless from, in respect of any and all claims, losses, damages, liabilities and expenses (including, without limitation, settlement costs and any reasonable legal, accounting and other expenses for investigating or defending any actions or threatened actions) incurred (collectively, "Losses") by the Buyer Group, together with interest on cash disbursements in connection therewith at the base rate for prime commercial lenders of Buyer's primary bank as announced from time to time, plus 1 percent per annum (the "Reference Rate") from 60 days after the date such Losses resulting from, arising out of, or were incurred by any the Buyer Indemnitee Group until paid by Sellers, in connection with, or otherwise with respect toeach and all of the following: (i) the failure 6.1.1. any breach of any representation and or warranty made by any Seller contained Sellers in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; 6.1.2. the breach of any covenant, agreement or obligation of Sellers contained in this Agreement or any other instrument delivered at the Closing; 6.1.3. any misrepresentation contained in any Schedule, certificate or other documents furnished by Sellers pursuant to this Agreement; 6.1.4. the failure to pay when due any and all liabilities for Taxes (as defined in Section 3.21.1) that (i) accrued with respect to any taxable periods of the Company ending on or before the Closing Date, (ii) any breach accrued with respect to the assets, operations or business of any covenant the Company during all periods up to and including the Closing whether or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedulenot such periods are taxable periods, or any certificate (iii) are incurred and become payable by the Company or other document furnished to Buyer in connection with as a result of the transactions contemplated by this Agreement; (iii) 6.1.5. any feesclaim, expenses demand or other payments incurred cause of action asserted or owed brought by any Sellerperson for breach of warranty, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it similar claims in connection with sales of products sold or leased by the transactions contemplated Company at any time prior to the Closing Date or which comprised any part of the Inventory existing on the Closing Date and which was sold by this Agreement.Buyer within 90 days after the Closing Date; 6.1.6. any claim, demand or cause of action asserted or brought by any person for physical injury to, death of, or property damage suffered by such person or any other person which was proximately caused by any products sold or leased by the Company at any time prior to the Closing Date; 6.1.7. the violation of any federal, state, local or foreign laws, regulations, orders, requirements or ordinances, including those dealing with environmental matters, prior to the Closing Date by Sellers, the Company or any of their affiliates, agents or assigns; (a) conditions existing at, or caused by events prior to the Closing Date which are violations of any federal, state or local environmental statute, regulation, requirement or ordinance prior to the Closing Date with respect to the Company or any of its assets, and (b) Sellers any other environmental conditions in existence as of the Closing Date on the real property currently or previously owned, leased or used by the Company, whether or not described in Section 3.19((a) and (b) being collectively referred to herein as "Environmental Conditions"), which as of the Closing, or will in the future as a result of the operation of the Company prior to Closing, require remediation, removal, or other corrective actions. With respect to each and every Environmental Condition, Sellers' obligation to indemnify the Buyer Group from any Losses shall include but not be liable for any Loss limited to: (i) fines, penalties, assessments and judgments (whether related to current or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.past

Indemnification by Sellers. HD Supply will, and will cause the other Sellers to, indemnify Buyer and the Acquired Companies for (ai) Each Seller shall Income Taxes owed by any Acquired Company for all Taxable periods, or portions thereof, ending on or before the Closing Date (together with any interest, penalty or additions to such Taxes accruing after the Closing Date on any such Taxes and including any such Taxes, interest, penalties or additions to Tax assessed in connection with a Tax Proceeding in respect of such taxable periods), including, for the avoidance of doubt, (A) any Income Tax of any of the Acquired Companies arising from or attributable to any transaction or activity undertaken to transfer any Excluded Asset or Excluded Liability to HD Supply or any of its Affiliates prior to Closing and (B) any Income Tax imposed on Construction Supply or its beneficial owners arising as a result of any Income Tax audit, litigation or other proceeding of Construction Supply for any Taxable period, or portion thereof, ending on or before the Closing Date whether imposed under Section 6225 or otherwise, (ii) payroll Taxes owed by or with respect to any Acquired Company that are paid after the Closing Date to the extent such payroll Taxes relate to Taxable periods, or portions thereof, ending on or prior to the Closing Date and the payment of which was deferred pursuant to Section 2302(a)(1) of the CARES Act and any such payroll Taxes arising as a result of any Tax Proceeding relating to the utilization by HD Supply or any of its Affiliates of any employee retention credits provided for pursuant to Section 2301(a) of the CARES Act or any wage subsidies under the Canada Emergency Wage Subsidy, in each case, for Taxable periods, or portions thereof, ending on or prior to the Closing Date, provided however, that the Sellers will retain the tax benefits of any employee retention credits provided for pursuant to Section 2301(a) of the CARES Act that have not been claimed as of the Closing Date and which employee retention credits relate to Taxable periods ending on or prior to the Closing Date, and wage subsidies under the Canada Emergency Wage Subsidy related to periods, or portions thereof, ending on or prior to the Closing Date, (iii) Taxes arising as the result of any inclusion under Section 951 or Section 951A of the Code (or any similar or corresponding provision of state or local Law) by Buyer, any Acquired Company or any of their Affiliates to the extent such inclusion relates to a Taxable period, or portion thereof, ending on or before the Closing Date of any Acquired Company that is a “controlled foreign corporation” (as defined under Section 957 of the Code), as determined as if the Taxable period of such controlled foreign corporation ended on the Closing Date, (iv) Income Taxes of any Person arising under Treasury Regulations Section 1.1502-6 or comparable provisions of U.S. state or local or foreign Tax Law imposed on an Acquired Company or any successor thereto by reason of any Acquired Company having been a member of a consolidated, combined, affiliated, unitary or other similar Tax group prior to the Closing and (v) 75% of the first $1.9 million of A▇ ▇▇▇▇▇▇ Liabilities, and 50% of the next $1.9 million of A▇ ▇▇▇▇▇▇ Liabilities, in each case actually imposed on an Acquired Company by a Governmental Entity prior to the third anniversary of the Closing Date (provided, that, without limiting the generality of any other provision hereof, Buyer will promptly notify HD Supply of any claim relating to the foregoing and cooperate in HD Supply’s defense thereof), including, for the avoidance of doubt, in the case of each of Sections 5.6(d)(i) through (v) above, any Tax owed as a result of any such indemnification payment. Notwithstanding the foregoing, in the case of each of Sections 5.6(d)(i) through (v) above, HD Supply and the other Sellers will not be obligated to indemnify and defend Buyer or any Acquired Company for any Taxes to the extent such Taxes (1) were expressly reflected in the calculation of the Purchase Price, as finally determined in accordance with this Agreement, (2) are the responsibility of Buyer and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (ii) any breach of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i5.6(c) hereof, or (“3) result from a Buyer’s Tax Act. For the avoidance of doubt, any indemnification by HD Supply or Sellers pursuant to this Section 5.6(d) will be determined without regard to any offset or reduction arising from the utilization of any net operating loss, credit or similar Tax asset of Buyer Warranty Losses”) unless and until or any of its Affiliates (including any net operating loss, credit or similar Tax asset of any Acquired Company arising after the aggregate amount Closing). For purposes of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000this Section 5.6(d), in which event Seller shall be liable the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the portion of such Buyer Warranty Losses from Tax that relates to the first dollar; provided that nothing contained portion of such Taxable period ending on the Closing Date will (x) in this Section 10.2(b) shall the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to limit be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (y) in the case of any Tax based upon or restrict related to income or receipts (including income Taxes and sales and use Taxes), be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits or estimated Tax payments relating to a Straddle Period will be taken into account as though the relevant Taxable period ended on the Closing Date. Buyer will provide documentation explaining in reasonable detail the calculation and rationale for any manner claim made under this Section 5.6(d) to HD Supply stating that such Taxes are due or that payment by any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer or its Affiliates of such Taxes has been made. The procedures provided in Section 5.6(e) relating to reviewing, disputing, negotiating and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect resolving claims will apply to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claimsclaim made under this Section 5.6(d).

Indemnification by Sellers. Sellers will indemnify and hold harmless Purchaser from and against any and all Damages directly incurred, paid or accrued in connection with or resulting from or and arising out of: (a) Each Seller the breach or inaccuracy of any representation or warranty of Sellers contained in this Agreement or any Ancillary Document executed by Sellers pursuant hereto (or thereto) or in any certificate delivered to Purchaser pursuant to Section 2.5 above; (b) the breach or violation of any covenant or other obligation of Sellers under this Agreement or any Ancillary Document executed by Sellers pursuant hereto (or thereto); (c) all Taxes not properly paid or accrued for by the Companies as of the Closing Date; (d) (i) the violation by the Sellers, the Companies or their predecessors (which shall indemnify and defend Buyer and its Affiliates (include any Person whose liabilities, including, following without limitation, liabilities arising under any Environmental Laws, have or may have been retained or assumed by the ClosingCompanies, either contractually or by operation of law) of any Environmental Laws prior to the Acquired Company and its SubsidiaryClosing Date or (ii) the presence or Release of any Hazardous Materials on any property prior to the Closing Date, including, without limitation, any property owned, leased or operated by the Companies or their predecessors prior to the Closing Date, in each case regardless of whether such violation of Environmental Laws or presence or Release of Hazardous Materials is described or referenced on Schedule 3.24 hereto; (e) all Damages arising from the matters identified on Schedule 3.6 hereto (Legal Proceedings); (f) all Damages arising from the matters identified on Schedule 3.7 hereto (Labor Matters); (g) all Damages relating to the items at Schedule 3.8(c)(iv); 3.8(c)(v) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns 3.8(c)(vi); (h) all Damages arising from the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to:matters identified on Schedule 3.14; (i) all Damages arising from the failure of any representation and warranty by any Seller contained in this Agreementmatter identified on Schedule 3.9(b), including, without limitation, the Seller Disclosure Schedulecosts of corrective action and restructuring to comply with Applicable Laws post Closing; (j) all indemnification claims arising under the contracts listed at 3.15(q); (k) all Damages arising from Seller’s failure to fully disclose the terms and conditions of the agreement described in Section 3.16(c); (l) all Damages relating to termination of the Sales Representation Agreement identified at Schedule 3.15(e).; (m) all Damages arising from the letter dated August 1, or any certificate or other document furnished 2007 and set forth as part of Schedule 3.12(q); and (n) all Damages arising from the early termination of distribution agreements prior to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement; (ii) . Notwithstanding any breach of any covenant or agreement of any Seller contained in this Agreementother provision hereof, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with maximum aggregate indemnity obligations of the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, collectively, shall in no event exceed the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party ClaimsPurchase Price under Section 2.2.