Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings and its Affiliates (including the Target Company) (collectively, the “Holdings Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);

Indemnification by Sellers. Subject to Each Seller, for a period of three years from the other terms and conditions of this Article IXdate hereof, the Sellers, shall severally and not jointly (in accordance with their Pro Rata Shares)jointly, shall indemnify and defend hold harmless EMKT and Top Team and each of Holdings their affiliates, directors, officers, employees, attorneys, agents and its Affiliates (including the Target Company) representatives (collectively, the “Holdings Indemnitees”"AFFILIATED PARTIES") against, and shall hold each in respect of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses claims, losses, damages, liabilities, declines in value, penalties, interest, costs and expenses (including, without limitation, any attorneys', accountants' and consultants' fees and other expenses) reasonably incurred by EMKT or sustained byTop Team or their respective Affiliated Parties, together with interest on cash disbursements in connection therewith, at an annual rate equal to the prime rate as reported from time to time by Bank of America NT & SA (the "PRIME RATE") then in effect, from the date such cash disbursements were made by EMKT or imposed uponTop Team or any of their Affiliated Parties until paid by such Seller, in connection with each and all of the Holdings Indemnitees based upon, arising out of, with respect to or by reason offollowing: (a) any inaccuracy in or Any breach of any of the representations or warranties of Target Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), as of the date such representation or warranty was made by such Seller in Article II or as if such representation or warranty was made on and as III 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers Any misrepresentation contained in Article IV, as of any written statement or certificate furnished by such Seller individually pursuant to this Agreement or in connection with the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing DateTransactions; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller;and (c) any Any breach or non-fulfillment of any covenant, agreement or obligation of such Seller individually contained in this Agreement or any other instrument contemplated by this Agreement. No claim, demand, suit or cause of action shall be brought against such Seller under this Section 8.1 unless and until the aggregate amount of claims under Sections 8.1 and 8.2 exceeds $50,000, in which event EMKT and Top Team and their respective Affiliated Parties shall be entitled to be performed by the Sellers or, prior indemnification from such Seller for all claims hereunder relating back to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);first dollar.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), Sellers shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach or alleged breach of any of the representations or warranties of Target the Company or any Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target the Company or any Seller pursuant to this Agreement (other than in respect of Section 3.214.13, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IVbreach, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any alleged breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company or 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 VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);; and (c) any Company Indebtedness and any Company Transaction Expenses to the extent not paid at Closing. Sellers’ indemnification responsibility pursuant to this Section 9.02 shall be several (in accordance with such Seller’s Pro Rata Share.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, the Sellers, Sellers shall jointly and severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target CompanyAcquired Companies) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company any Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company any Seller pursuant to this Agreement (other than in respect of Section 3.213.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIVI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company 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 VIIVI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIVI); (c) the Retained Matter; (d) any Action by any non-U.S. employee of any Seller or any of its Affiliates whose employment was transferred to any Seller or any of its Affiliates by an Acquired Company or any of its Affiliates prior to the Closing based on a claim that such employee’s terms and conditions of employment with such Seller or Affiliate following such transfer are or were less favorable than such Employee’s terms and conditions of employment prior to such transfer; or (e) any Liabilities related to any assets of the Conferencing Business transferred from an Acquired Company to Parent or any Affiliate of Parent that is not an Acquired Company as part of the Pre-Closing Restructuring (to the extent that such Liabilities are not deducted from Working Capital under Section 2.03), and any indemnification obligations arising in connection with such transfers; provided, however, the Buyer Indemnitees shall not be entitled to indemnification pursuant to this Section 8.02 for any Losses related to any Action of the type set forth in Section 8.03 of the Disclosure Schedules.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, the SellersSellers shall, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify indemnify, defend and defend each of Holdings hold harmless Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, to the extent arising out of, with respect to of or by reason ofresulting from: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company the Sellers contained in this Agreement Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of such Target Company a Seller pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII)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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company a Seller pursuant to this Agreement or any other Transaction Document delivered by or on behalf of a Seller pursuant to this Agreement; (other than c) any breach Transaction Expenses which have not been (i) paid prior to the Closing or violation of(ii) deducted from the portion of the Consideration paid at Closing pursuant to Section 2.6(b)(ii); (d) any Excluded Asset or any Excluded Liability; and/or (e) the assertion of any Liability as a result of non-compliance by any Seller or Buyer with the bulk sales or transfers laws of any jurisdiction, or except to the extent arising as a result of Buyer’s failure to fully perform, pay any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);Assumed Liability.

Indemnification by Sellers. (a) Subject to the other terms and conditions of this Article IXVIII, the Sellersfrom and after Closing, severally Sellers shall, jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (ai) any inaccuracy in or breach of any of the representations or warranties of Target the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target the Company 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 (other than in respect of Section 3.21except for representations and warranties that expressly relate to a specified date, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall of which will be determined with reference to such specified date); (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company pursuant to this Agreement; (iii) any Indemnified Taxes; or (iv) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing. (b) Subject to the other terms and conditions of this Article VII)VIII, from and after Closing, each Seller shall, severally and not jointly, indemnify and defend each of the Buyer Indemnitees against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (i) any inaccuracy in or breach of any of the representations or warranties of such Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Seller 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and or (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company such 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 VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);Agreement.

Indemnification by Sellers. (a) Subject to the other terms and conditions limitations in paragraph (b) below, each of this Article IX, the Sellers, jointly and severally and not jointly (in accordance with their Pro Rata Shares)agrees to defend, shall indemnify and defend each of Holdings and its Affiliates (including the Target Company) (collectively, the “Holdings Indemnitees”) against, and shall hold each of them harmless Buyer's Indemnified Persons from and against, and shall pay and reimburse each of them for, any and against all Losses directly or indirectly incurred by or sustained by, or sought to be imposed upon, the Holdings Indemnitees based upon, arising out of, with respect to or by reason ofupon any of them: (ai) resulting from or arising out of any inaccuracy in or breach of any of the representations or warranties made by the Company, Sellers or any of Target Company contained them in or pursuant to this Agreement or in any certificate agreement, document or instrument executed and delivered by pursuant hereto or on behalf in connection with the Closing; provided, that for the purpose of this Section 7.2, any qualification of such Target Company representations and warranties by reference to the materiality of matters stated therein, and any limitations of such representations and warranties as being "to the knowledge of" or "known to" or words of similar effect, shall be disregarded in determining any inaccuracy, untruth, incompleteness or breach thereof; (ii) resulting from or arising out of any breach of any covenant or agreement made by the Company, the Sellers, or any of them pursuant to this Agreement Agreement; or (other than in respect iii) resulting from or arising out of Section 3.21any claim described on SCHEDULE 7.2(a)(iii). (i) The Sellers shall have no liability under paragraph (a) unless one or more of the Buyer's Indemnified Persons gives written notice to the Sellers asserting a claim for Losses, it being understood that including reasonably detailed facts and circumstances pertaining thereto, before the sole remedy expiration of the period set forth below: (A) for any such inaccuracy in or breach thereof shall be pursuant to Article VIIclaims under clauses (i) and (ii), as until the earlier of the date such representation or warranty was made or as if such representation or warranty was made on and as of one (1) year after the Closing Date or the date of release of Buyer's audited financial statements for the fiscal year ended September 30, 2000; and (B) for claims under clause (iii), a period of five years after the Closing Date; except that, for representations any claim based upon a covenant or undertaking which by its terms is to be performed after the Closing, then the period above shall commence on the date when such covenant or agreement should have been performed. (ii) The maximum amount for which the Sellers may be liable to all Buyer's Indemnified Persons pursuant to this Article 7 shall not be greater than 10% of the Purchase Price determined in accordance with the Escrow Agreement; provided, however, that the foregoing limitation shall not apply to any claim under Section 7.2(a) (iii) and, subject to clause (iii) below, Sellers shall be jointly and warranties that expressly relate severally liable for the amount of such claim up to a specified date, maximum of $8,000,000. (iii) All claims for indemnification or other recourse or legal action against Peninsula under this Article 7 shall be limited exclusively to the inaccuracy in or breach assets of which will be determined with reference Peninsula and to such specified datethe assets held pursuant to the Escrow Agreement (subject to the terms of the Escrow Agreement); provided, that (i) claims the McIntyres and Peninsula have entered into a Subrogation and Contribution Agreement and reciprocal Pledge Agreements dated the date hereof to assure their proportional contribution up to the $8,000,000 maximum amount, which agreements shall not be amended so as to reduce the assets available for indemnification recovery by Buyer's Indemnified Persons under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and clause (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) without Buyer's consent. The Buyer hereby unconditionally releases the general and limited partners of the value of the consideration of paid Peninsula, or payable to the Sellersagents thereof, pursuant to this Agreementtheir successors and assigns, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained personal liability in Article IV as they pertain to connection with such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy claims for any such breach, violation or failure shall be pursuant to Article VII);indemnification.

Indemnification by Sellers. (a) Subject to the other terms and conditions of this Article IX, the Key Sellers, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (ai) any inaccuracy in or breach of any of the representations or warranties of Target the Company or any Key Seller contained in this Agreement Article III or in any certificate or instrument delivered by or on behalf of such Target the Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII)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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and or (ii) if a claim for indemnification under this Section 9.2(a) made prior any breach or non-fulfillment of any covenant, agreement or obligation to Closing exceeds ten percent (10%) of be performed by the value of the consideration of paid Company or payable to the Sellers, any Key Seller pursuant to this Agreement; or (iii) any Fraud by or on behalf of the Company or any Key Seller in connection with or affecting this Agreement or the transactions contemplated hereby or by any Ancillary Document. (b) Subject to the other terms and conditions of this Article IX, each Seller, severally and not jointly, shall indemnify and defend each Buyer Indemnitee against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement Buyer Indemnitees based upon, arising out of, with respect to Target Company and its Sellers;or by reason of: (bi) any inaccuracy in or breach of any of the representations or warranties of the Sellers such Seller contained in Article IVIV or in any certificate or instrument delivered by or on behalf of such Seller 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; provided Date (except for representations and warranties that each Seller shall be solely responsible for any Damages arising from any expressly relate to a specified date, the inaccuracy in or breach of any of the representations and warranties contained in Article IV as they pertain which will be determined with reference to such Seller;specified date); or (cii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company such Seller pursuant to this Agreement; or (iii) any Fraud by or on behalf of the Seller, the Company or any Key Seller in connection with or affecting this Agreement or the transactions contemplated hereby or by any Ancillary Document. (c) Subject to the other than terms and conditions of this Article IX, the Sellers, jointly and severally, shall indemnify and defend each Buyer Indemnitee against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any breach and all Losses incurred or violation sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or failure by reason of: (i) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be extent not paid from the Cash Consideration proceeds pursuant to Article VIISection 2.04; (ii) the PPP Loans and the EID Loan (including qualification, eligibility and/or Forgiveness, as applicable, thereof), including any Losses arising out of or by reason of (A) any actual, pending or threatened Action by any Governmental Authority or third-party (including the PPP Lender) in respect thereof, including information and documentation requests related thereto, (B) any representations and/or certifications made by the Company in the application for the PPP Loans or the EID Loan and/or the application for forgiveness thereof, including with respect to any documentation and supporting materials submitted in connection therewith, or (C) any changes in applicable Laws with respect thereto; (iii) any Losses arising out of or relating to Knowmadics, Inc. v.

Indemnification by Sellers. Subject to the other terms and conditions of this Article ARTICLE IX, the Sellers, severally on a joint and not jointly (in accordance with their Pro Rata Shares)several basis, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target CompanyMission US, Mission UK and MM Ltd) and their respective Representatives (collectively, the “Holdings "Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company any Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company any Seller pursuant to this Agreement (other than in respect of Section 3.214.20 or Section 5.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIARTICLE VIII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company 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 VIIARTICLE VIII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VIII); (c) any inaccuracy in or breach of any of the representations or warranties of Nicola contained in the Goodwill Purchase Agreement or in any certificate or instrument delivered by or on behalf of Nicola pursuant thereto; (d) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Nicola pursuant to the Goodwill Purchase Agreement; or (e) any Transaction Expenses (other than brokers' or other similar fees, which shall be payable by ▇▇▇▇▇ and ▇▇▇▇▇▇) in excess of $200,000 in the aggregate or any Indebtedness of MM Ltd, Mission-Media (Property) LLP, Mission Rights Limited or any Mission Company outstanding as of the Closing. If any sum payable under Sections 9.02(a) through (d), inclusive, is subject to Tax in the hands of Buyer, Sellers shall pay to Buyer the additional amount required to ensure that the net amount received by Buyer is the amount that Buyer would have received if the payment was not subject to Tax. For the avoidance of doubt, Sellers are jointly and severally liable for additional amounts payable under the immediately preceding sentence.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, after the SellersClosing, severally Sellers shall, jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Sellers pursuant to this Agreement (other than in respect of Section 3.214.20, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company any Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation (i) in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII, or (ii) in any non-competition agreement executed by any Seller or the Company); provided, however, with respect to any Loss incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller pursuant to this Agreement after Closing, the Sellers shall be severally liable for such Loss; provided, further, that with respect to any Loss incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of any breach or non-fulfillment of any covenant, agreement or obligation in Section 6.01 or Section 6.02, the Principals shall be jointly and severally liable for such Loss; (c) any Closing Indebtedness that remains unpaid after the Closing; (d) any claim or action made or commenced by a Seller, a Note Holder or any current, former or alleged equityholder of the Company relating to any errors in the determination of any payments or disbursements set forth in the Estimated Closing Statement or the Funds Flow Memorandum; or (e) the matters set forth on Schedule 9.02.

Indemnification by Sellers. Subject to (a) Following the other terms Closing until the applicable survival dates provided in Section 8.01(a), each Seller shall, severally but not jointly, indemnify, defend and conditions of this Article IXhold harmless Buyers and their Affiliates (including, after the Closing, the Sellers, severally and not jointly (in accordance with their Pro Rata SharesGreat American Entities), shall indemnify and defend each of Holdings their respective successors and its Affiliates (including the Target Company) permitted assigns, in their capacity as such (collectively, the “Holdings IndemniteesBuyer Indemnified Parties”) against), and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses actually incurred or sustained by, suffered as the result of or imposed upon, the Holdings Indemnitees based upon, arising out of, with respect to or by reason ofin connection with: (ai) any inaccuracy in or the breach of any of the representations or warranties of Target Company contained in this Agreement or in any certificate or instrument delivered representation made by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII)Seller, as of the date though such representation or warranty was made or as if such representation or warranty was made on of the Execution Date and as of the Closing Date (except Closing, it being understood that for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach purposes of which will be determined with reference to such specified date); provided, that (i) claims for indemnification under this Section 9.2(a8.02(a)(i), any qualifications relating to materiality (such as the terms “material” and “Material Adverse Effect,” or relating to Knowledge contained in such representation) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if disregarded for purposes of determining whether such representation was breached or the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and quantity of such Losses; (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, as of the date by such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by of such Seller contained in this Agreement; or (iii) solely in the Sellers orcase of BR Financial, prior to Indemnified Taxes. (b) Following the Closing until the applicable survival dates provided in Section 8.01(a), each Seller shall, severally and not jointly, indemnify, defend and hold harmless the Buyer Indemnified Parties (including, after the Closing, any of the Target Great American Entities) from and against any and all Losses actually incurred or suffered as the result of, or in connection with: (i) the breach of any representation made by the Company pursuant to this Agreement (other than any breach representation contained in Section 3.15 (Taxes)), as though such representation or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIwarranty was made as of the Execution Date and as of the Closing, it being understood that for the sole remedy purposes of this Section 8.02(b)(i), any qualifications relating to materiality (such as the terms “material” and “Material Adverse Effect,” or relating to Knowledge contained in such representation) shall be disregarded for purposes of determining whether such representation was breached or the quantity of such Losses; (ii) the breach by any Great American Entity of any covenant, agreement or obligation of a Great American Entity contained in this Agreement to the extent required to be performed at or prior to the Closing; (iii) modifications to the Pre-Closing Reorganization which were made without Buyers’ prior written consent, and Liabilities incurred by any Great American Entity as a result of the Pre-Closing Reorganization in excess of $50,000 in the aggregate (at which point Sellers shall be liable for the entire amount of such Losses without regard to such $50,000 threshold) which are not extinguished in full at or prior to Closing; (iv) any Liabilities of the Other Businesses for which, under applicable Law, any Great American Entity could be held liable; (v) and any matter set forth in Section 8.02 of the Disclosure Letter (the “Special Indemnities”). (c) Notwithstanding anything to the contrary in this Agreement, the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to this Article VIII in respect of any Losses of the type described in Section 8.02(a)(i) or Section 8.02(b)(i): (i) unless and until the aggregate amount of Losses of the Buyer Indemnified Parties exceeds $750,000 (the “Basket Amount”), in which event the Buyer Indemnified Parties shall be entitled to indemnification for all such Losses in excess of the Basket Amount; (ii) with respect to any individual claim (or group of related claims), unless and until the aggregate amount of Losses of the Buyer Indemnified Parties pursuant to such claim(s) exceeds $25,000 (the “Mini-Basket Amount”), in which event the Buyer Indemnified Parties shall be entitled to indemnification for all such Losses including the Mini-Basket Amount; and (iii) the maximum amount of Losses for which the Buyer Indemnified Parties shall be entitled to indemnification pursuant to this Article VIII from Sellers in respect of any Losses of the type described in Section 8.02(a)(i) and Section 8.02(b)(i) shall be $60,000,000 (the “General Cap”), and the maximum amount of Losses for which any individual Seller may be liable pursuant to Section 8.02(a)(i) and Section 8.02(b)(i) shall not exceed the percentage of the General Cap set forth next to such Seller’s name on Schedule I.A hereto; provided, however, that claims for breach of the Seller Fundamental Representations (other than the representations and warranties contained in Section 2.07 (Solvency) and Section 3.20 (Sufficiency of Assets), which shall be subject to the foregoing limits in this Section 8.02(c)) and Fraud shall not be subject to the foregoing limits in this Section 8.02(c), but claims for breach of any Seller Fundamental Representations and for Fraud, shall be included in the determination of whether the limits in clauses (i) and (ii) have been reached; provided, further, that the aggregate liability of the Sellers to the Indemnified Parties pursuant to Section 8.02(a)(i) or Section 8.02(b)(i) shall not exceed the portion of the Closing Cash Consideration (plus any Post-Closing Adjustment Amount) actually received by the Sellers. Notwithstanding anything to the contrary in this Agreement, claims for Indemnified Taxes shall not be subject to the foregoing limits in this Section 8.02(c). (d) With respect to any Losses for which a Buyer Indemnified Party is entitled to indemnification with respect to Section 8.02(a)(ii), such Losses shall be indemnified exclusively by the Seller that has breached or failed to perform any such covenant, agreement or obligation; provided that, for purposes of this Section 8.02(d), pre-Closing breaches or failures to perform by any Great American Entity shall be attributable to, and be deemed breaches or failures by, BR Financial. (e) With respect to any Losses for which a Buyer Indemnified Party is entitled to indemnification with respect to Section 8.02(a)(i) or Section 8.02(b)(i) (other than with respect to Seller Fundamental Representations (other than the representations and warranties contained in Section 2.07 (Solvency) and Section 3.20 (Sufficiency of Assets)), and Fraud), the amounts of Losses payable by Sellers shall be determined as follows: first, by application of the Basket Amount, if applicable; second, from the RWI Policy and other insurance as contemplated by Section 8.04; and third, from Sellers (subject in all instances to the limitations in this Article VIII, including Section 8.02(c)). (f) For the avoidance of doubt, the limitations on liability set forth in this Agreement shall still apply if the RWI Policy is revoked, cancelled or modified in any manner (including any decrease in retention or deductible) or if the insurer of the RWI Policy denies coverage for, or is unable to pay, any losses, expenses, costs or damages (it being understood that the Buyer Indemnified Parties are entitled to recover from Sellers in respect of such amounts as contemplated by Section 8.02(e)). Notwithstanding the foregoing, Buyers shall, and shall cause the Great American Entities to, use their respective reasonable best efforts to seek recovery under the RWI Policy for any such breach, violation or failure shall Losses for which the Buyer Indemnified Parties may be entitled to recovery pursuant to this Article VII);VIII before seeking recovery from Sellers.

Indemnification by Sellers. Subject to (a) Each Seller, from and after the other terms and conditions of this Article IX, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)Closing, shall indemnify Buyer and defend each of Holdings and its Affiliates and Representatives (including the Target Company) (collectively, the “Holdings Buyer Indemnitees”) against, against and shall hold each of them Buyer Indemnitee harmless from and against, and shall pay and reimburse each of them forfrom, any and all Losses suffered or incurred or sustained by, or imposed upon, the Holdings Indemnitees based upon, by such Buyer Indemnitee arising out of, with respect to of or by reason of: resulting from: (ai) any breach or inaccuracy in or breach of any of the representations or warranties of Target Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), as of the date such representation or warranty was made or as if of 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)Seller contained herein; provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation covenant of such Seller which is required to be performed following the Closing; (iii) any breach of the covenants set forth in Section 6.1(a)(i) or Section 6.1(a)(iii) (the “Specified Interim Covenants”); and (iv) any Taxes required to be paid by or with respect to any of the Acquired Companies attributable to a Pre-Closing Tax Period or to the pre-Closing portion of a Straddle Period in accordance with Section 7.1(a)(iii) and any Transfer Taxes for which the Sellers are responsible under Section 6.7(b). (b) The obligations of the Sellers under Section 9.1(a) shall be (i) individual and several under Section 9.1(a)(ii) and with respect to any claim for indemnification arising out of or resulting from Fraud, and (ii) otherwise joint and several. For the avoidance of doubt, (i) the Fortress Sellers shall not be deemed to have committed Fraud, and shall not be responsible or liable hereunder for any Fraud committed by the Sellers orManagement Seller or any Management Holder and (ii) the Management Seller shall not be deemed to have committed Fraud, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach and shall not be responsible or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy liable hereunder for any such breach, violation or failure shall be pursuant to Article VII);Fraud committed by the Fortress Seller.

Indemnification by Sellers. (a) Subject to the other terms and conditions of this Article IXARTICLE VIII, the SellersSellers shall, severally and not jointly (in accordance with their Pro Rata Shares)Percentages and not jointly, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (ai) any inaccuracy in or breach of any of the representations or warranties of Target the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target the Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII)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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (cii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VI);; or (iii) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not deducted from the Purchase Price in the determination of the Closing Date Payment pursuant to Section 2.04(a). (b) Subject to the other terms and conditions of this ARTICLE VIII, each Seller shall indemnify and defend the Buyer Indemnitees against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (i) any inaccuracy in or breach of any of the representations or warranties of such Seller contained in this Agreement as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Seller pursuant to this Agreement.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), Sellers shall indemnify and defend defend, severally (based solely on the proportion of the total Purchase Price actually received by each Seller), each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings "Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Sellers pursuant to this Agreement (other than in respect of Section 3.213.19, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIARTICLE VI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VI);; or (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not deducted from the Closing Date Buyer Shares pursuant to Section 2.05(a)(i). (d) For avoidance of doubt, Sellers’ indemnification shall be several (limited to the proportion of the purchase price actually received by each Seller) as per above, and not joint.

Indemnification by Sellers. (a) Subject to Section 10.04, from and after the other terms and conditions of this Article IXClosing Date, the Sellerseach Seller, severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings hold harmless Purchaser and its Affiliates Affiliates, and their respective officers, directors, employees, agents, successors and assigns (including the Target Company) (collectivelyeach, the a “Holdings IndemniteesPurchaser Indemnified Party”) against, for and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and against all Losses incurred or sustained by, or imposed upon, the Holdings Indemnitees based uponLosses, arising out of, with respect to of or by reason of: resulting from: (ai) any inaccuracy in or breach of any of representation or warranty made by such Seller or the representations or warranties of Target Company contained in this Agreement or in any certificate given in connection herewith; (ii) any material breach of any covenant or instrument delivered agreement contained in this Agreement requiring performance by such Seller or on behalf of such Target Company the Company; or (iii) any Pre-Closing Taxes. (b) With respect to any claims by any Purchaser Indemnified Party pursuant to this Agreement (other than in respect of Section 3.2110.02(a), it being understood that the sole remedy for any such inaccuracy in or breach thereof claims shall be pursuant to Article VII)paid solely from the Escrow Amount or Remaining Escrow Amount, 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)applicable; provided, however, that the limitation in the foregoing clause shall not apply to (i) claims for indemnification under this Section 9.2(a) arising from the breach of $25,000 or lessany Fundamental Representation, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this claims arising from fraud or (iii) claims arising pursuant to Section 9.2(a) made prior to Closing exceeds ten percent (10%) 10.02(a)(iii), which claims shall be paid, at Purchaser’s election, from either or any combination of the value of following: (A) the consideration of paid Escrow Amount or payable Remaining Escrow Amount, as applicable, to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach extent of any of the representations funds then remaining or warranties of the Sellers contained in Article IV, 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; provided that (B) by each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained severally in Article IV as they pertain proportion to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior ’s allocation percentage set forth on Annex A. Notwithstanding anything to the Closingcontrary contained herein, the Target Company in no event shall any Seller be obligated to make any payment pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation Section 10.02(a) in Article VII, it being understood that excess of the sole remedy for any portion of the Purchase Price received by such breach, violation or failure shall be pursuant to Article VII);Seller.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, the Sellerseach Seller shall, severally and but not jointly (in accordance with their Pro Rata Shares)jointly, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company a Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company a Seller pursuant to this Agreement (other than in respect of Section 3.213.01(u), it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIARTICLE VI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company a 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 VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VI);; or (c) any Transaction Expenses or Closing Indebtedness of IPS outstanding as of the Closing to the extent not deducted from the Purchase Price in the determination of the Closing Date Payment.

Indemnification by Sellers. (a) Subject to the other terms and conditions provisions of this Article IX, the Sellers, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall agree to defend, indemnify and defend each of Holdings and its Affiliates (including the Target Company) (collectively, the “Holdings Indemnitees”) against, and shall hold each of them harmless Purchaser from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Holdings Indemnitees based upon, arising out of, with respect resulting from or relating to or by reason of: (ai) any inaccuracy in Retained Liability, (ii) any breach by any Seller or breach Seller Corporation of any of the representations its covenants or warranties of Target Company agreements contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than covenants contained in respect of Section 3.21Article VIII, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to which are addressed by Article VIIVIII exclusively), as (iii) the failure of the date such any representation or warranty was made or by Sellers in this Agreement (other than Section 3.16, relating to Taxes, which is addressed by Article VIII exclusively) to be true and correct on the Closing Date with the same effect as if though such representation or warranty was representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to a date prior to the Closing Date (except for in which case such representations shall be true and warranties that expressly relate to a specified date, the inaccuracy in or breach correct on and as of which will be determined with reference to such specified earlier date); provided, that (iiv) claims for indemnification under this Section 9.2(aPurchaser’s waiver of any applicable bulk sales or bulk transfer Laws or similar Laws, or (v) any Liability of $25,000 any Conveyed Company in connection with any criminal conduct of such Conveyed Company or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made any of its respective Business Employees occurring prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers;Closing. (b) Purchaser acknowledges and agrees that Sellers shall not have any inaccuracy in liability under any provision of this Agreement for any Loss to the extent that such Loss relates to action taken by Purchaser or breach any Affiliate of any of the representations or warranties of the Sellers contained in Article IV, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of Purchaser after the Closing Date; provided that each Seller . Purchaser shall be solely responsible for take and shall cause its Affiliates to take all commercially reasonable steps to mitigate any Damages arising from any inaccuracy or breach Loss upon becoming aware of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to event which would reasonably be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation ofexpected to, or failure to fully performdoes, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);give rise thereto.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, the Sellers, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target CompanyCompany and each Subsidiary) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Sellers pursuant to this Agreement (other than in respect of Section 3.213.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIARTICLE VI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VI); (c) any failure by Sellers’ Representative to fully perform, comply with or fulfill any covenant set forth in this Agreement or in any of the certificates or documents delivered by any Seller, Sellers’ Representative, Elevation or EBIP pursuant to this Agreement; (d) any Company Indebtedness or Company Liability that should have been paid out of the Loan Amount at Closing in accordance with Section 2.04(a); or (e) any failure by EFV to transfer, convey and assign to Elevation any Contract, Intellectual Property or other asset material to the conduct of the business as conducted by EFV prior to the Restructuring.

Indemnification by Sellers. (a) Subject to the other terms and conditions of limitations set forth in this Article IXAgreement, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings the Sellers jointly and its Affiliates severally, agrees promptly to indemnify, defend and hold harmless the Purchaser from and against any and all assessments, judgments, debts, obligations, liabilities, losses, costs, damages or expenses (including the Target Companyinterest, penalties and reasonable out-of-pocket fees, expenses and disbursements in connection with any action, suit or proceeding) net of insurance proceeds actually received (collectively, "Damages"), suffered, paid or incurred by the “Holdings Indemnitees”) against, and shall hold each of them harmless Purchaser or the Company resulting from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, caused by or imposed upon, the Holdings Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any breach of the representations or and warranties of Target Company contained made by any Seller to the Purchaser in this Agreement or in any Schedule hereto or any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement hereunder (other than in respect of Section 3.21, it being understood provided; that liability for the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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 in Section 2.4 and 2.5, which are made severally, rather than jointly and severally, shall be several). In addition, each of the Sellers severally agrees promptly to a specified dateindemnify, defend and hold harmless the inaccuracy Purchaser from and against any and all Damages suffered, paid or incurred by the Purchaser or the Company resulting from or caused by or arising out of any failure by such Seller to perform any of his or her covenants or agreements contained in or breach of which will be determined with reference this Agreement. (b) Notwithstanding anything contained in this Agreement to such specified date); providedthe contrary, indemnification under Section 6.1(a) is subject to the limitations that (i) the aggregate amount of all payments required to be made by any Seller in satisfaction of claims for indemnification under this pursuant to Section 9.2(a6.1(a) shall not exceed the portion of $25,000 or less, made as a single claim or an aggregated claim with respect the Cash Purchase Price paid and the then fair market value of the Shares delivered to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, him and (ii) if a no claim for indemnification under this Section 9.2(a) may be made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable until and thereafter only to the Sellers, pursuant to this Agreement, extent that the aggregate of Damages for which the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall would otherwise be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);liable exceeds $75,000.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, the SellersSellers shall, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target CompanyTarget) and their respective Representatives (collectively, the “Holdings IndemniteesBuyer Indemnities”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Indemnitees Buyer Indemnities based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement Article III (other than in respect of Section 3.213.24, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIVI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller Party (other than any breach or non-fulfillment of Target that arises after the Sellers or, prior to the Closing, the Target Company Closing Date) pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIVI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIVI); (c) the Excluded Assets; (d) the Excluded Liabilities; (e) any Liabilities arising from any Benefit Plan of Parent or any of its Affiliates (including the Target Benefit Plans); (f) any Liabilities related to or arising from a claim by any Person that Buyer, Target or any Affiliate of Buyer after the Closing caused the loss of mining, marketing or selling of any coal within the Tiller coal seam or any coal seam below the Tiller coal seam that is located within the ▇▇▇▇▇▇▇▇ Mine Area or Amonate Boundary Area and such coal seam was not included as part of the Transferred Business; (g) other than any obligations of Target or Buyer under any Gas Agreement, any Liabilities arising from or related to any claim made by any successor to Parent or any Affiliate of Parent arising from or related to subsidence (or other similar damage) to any surface property that is an Excluded Asset or is otherwise retained by Parent or any Parent Affiliate and is within the ▇▇▇▇▇▇▇▇ Mine Area, the Amonate Boundary Area, the ▇▇▇▇▇▇▇ County Reserve Area or the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fallowfield Reserve Area; (h) any Liabilities arising from or related to the breach by Parent or any Affiliate of Parent of any Multi-Use Contract or any lease or sublease of any Real Property that is further sublet by Parent or any Affiliate of Parent to Buyer or Target in accordance with the terms of this Agreement, including, without limitation the termination of any such Contract; or (i) any Liabilities arising from or related to the P4 Seam Inclusion, including, without limitation, all reclamation obligations, provided that, Buyer does not use the P4 Seam Inclusion in its mine operations.

Indemnification by Sellers. Subject to the other terms Each of SVI and conditions of this Article IX, the Sellers, TRVG jointly and severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify Buyer, its affiliates and defend each of Holdings their respective officers, directors, employees and its Affiliates agents (including the Target Companyeach a, "Buyer Indemnified Party") (collectively, the “Holdings Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses Damages suffered or incurred or sustained by, or imposed upon, by any such Buyer Indemnified Party to the Holdings Indemnitees based upon, extent arising out of, with respect to or by reason of: from (a) any inaccuracy in or breach by either of the Sellers of any of the representations representation or warranties of Target Company warranty contained in this Agreement or in any certificate certificate, instrument or instrument other document delivered by or on behalf of such Target Company pursuant hereto to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), as of extent and during the date period such representation or warranty was made or as if such representation or warranty was made on and as of survives the Closing Date Closing, (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or b) any breach of any covenant of such Seller contained in this Agreement, (c) waiver of compliance with bulk sales laws which will may be determined with reference applicable to the transactions contemplated hereby, and (d) the Retained Liabilities, PROVIDED, HOWEVER, that: (i) Sellers shall not have any liability under clause (a) above unless the aggregate of all Damages relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $3,000,000 (the "Threshold Damages") and then only to the extent of any such specified date)excess; and (ii) Sellers' aggregate liability under clause (a) above shall in no event exceed $100,000,000; provided, however, that the limitations set forth in (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if shall not apply to any breach of a claim for indemnification under this Section 9.2(a) made representation or warranty, set forth herein, or in any schedule, certificate, instrument or other document delivered pursuant hereto, by Sellers when Sellers had Knowledge of such breach on or prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);.

Indemnification by Sellers. Subject (a) Indemnification with respect to PDI. Sellers (for purposes of this Section 8.3(a) and, to the other terms and conditions of this Article IXextent applicable, the SellersSection 8.4, severally and not jointly (in accordance with their Pro Rata Shares"Indemnitor"), shall jointly and severally indemnify and defend hold Parent, PSC, PSC Management and their respective officers, directors, shareholders, affiliates, agents, employees, legal representatives, successors and assigns (each of Holdings and its Affiliates (including the Target Companyforegoing, for purposes of this Section 8.3 and, to the extent applicable, Section 8.4, an "Indemnified Person") (collectively, the “Holdings Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained byliabilities, or imposed uponlosses, the Holdings Indemnitees based uponclaims, damages, actions, suits, costs, deficiencies and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal), (i) arising out of, with respect to from or by reason of: of or resulting from any breach by Indemnitor (aor any of them) any inaccuracy in or breach of any of the representations representation, warranty or warranties of Target Company covenant contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant (including the Exhibits hereto) with respect to this Agreement (other than in respect of Section 3.21PDI, it being understood and agreed that for purposes of this Section 8.3(a) and, to the sole remedy for any such inaccuracy in or breach thereof extent applicable, Section 8.4, all representations and warranties of the Indemnitor shall be pursuant construed by disregarding and giving no effect whatsoever to Article VII), any and all knowledge qualifications or limitations (such as of the date such representation "to Sellers' best knowledge" or warranty was made or "to their knowledge") as if such representation knowledge qualifications or warranty was made on and as of the Closing Date (except for limitations were stricken from such 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverablewarranties, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) arising out of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company all liabilities of PDI, known or unknown, fixed or contingent, other than the PDI Bank Debt to be discharged at Closing, whether now existing or hereafter arising, and its Sellers;any and all taxes at any time owed by PDI. (b) Indemnification with respect to the ENT Medical Practice. The ENT Sellers (for purposes of this Section 8.3(b) and, to the extent applicable, Section 8.4, "Indemnitor") shall jointly and severally indemnify and hold PSC, Parent, ENT Corporation and any inaccuracy in other Indemnified Person harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies, and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal) (i) arising from or by reason of or resulting from any breach by Indemnitor (or any of them) of any representation, warranty or covenant contained in this Agreement (including the Exhibits hereto) with respect to the Indemnitor, ENT Medical Practice or ENT Corporation, it being understood and agreed that for the purposes of this Section 8.3(b) and, to the extent applicable, 8.4, all representations or and warranties of the Sellers contained in Article IV, Indemnitor shall be construed by disregarding and giving no effect whatsoever to any and all knowledge qualifications or limitations (such as of the date such representation "to Sellers' best knowledge" or warranty was made or "to their knowledge") as if such representation knowledge qualifications or warranty was made limitations were stricken from such representations and warranties, and (ii) arising out of or with respect to any liabilities of the Indemnitor, ENT Medical Practice or ENT Corporation, known or unknown, fixed or contingent (other than the ENT Bank Debt to be discharged at Closing pursuant to Section 1.1) whatsoever existing at or prior to Closing, and (iii) for or with respect to taxes of ENT Medical Practice for any period or periods ending on and as of or prior to the Closing Date; provided that each Seller shall be solely responsible for any Damages , and (iv) arising out of or resulting from any inaccuracy events or breach acts occurring on or prior to the Closing Date in the ENT Medical Practice, including, but not limited to, any alleged act of negligence of Indemnitor (or any of them) or any employees, agents, and independent contractors, of the representations and warranties contained in Article IV as they pertain to such Seller;ENT Practice or the ENT Corporation. (c) Indemnification with respect to the ALB Medical Practice. The ALB Seller (for purposes of this Section 8.3(c) and, to the extent applicable, Section 8.4, "Indemnitor") shall jointly and severally indemnify and hold PSC, Parent, ALB Corporation and any other Indemnified Person harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies, and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal) (i) arising from or by reason of or resulting from any breach or non-fulfillment by Indemnitor of any covenantrepresentation, agreement warranty or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to covenant contained in this Agreement (other than any breach including the Exhibits hereto) with respect to the Indemnitor, ALB Medical Practice or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIALB Corporation, it being understood and agreed that for the sole remedy purposes of this Section 8.3(c) and, to the extent applicable, 8.4, all representations and warranties of the Indemnitor shall be construed by disregarding and giving no effect whatsoever to any and all knowledge qualifications or limitations (such as "to Seller's best knowledge" or "to his knowledge") as if such knowledge qualifications or limitations were stricken from such representations and warranties, and (ii) arising out of or with respect to any liabilities of the Indemnitor, ALB Medical Practice or ALB Corporation, known or unknown, fixed or contingent, whatsoever existing at or prior to Closing, and (iii) for or with respect to taxes of ALB Medical Practice for any such breachperiod or periods ending on or prior to the Closing Date, violation and (iv) arising out of or failure resulting from any events or acts occurring on or prior to the Closing Date in the ALB Medical Practice, including, but not limited to, any alleged act of negligence of the Indemnitor or any employees, agents, and independent contractors, of the ALB Medical Practice or the ALB Corporation. (d) Indemnification with respect to the CEA Medical Practice. The CEA Seller (for purposes of this Section 8.3(d) and, to the extent applicable, Section 8.4, "Indemnitor") shall jointly and severally indemnify and hold PSC, Parent, CEA Corporation and any other Indemnified Person harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies, and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal) (i) arising from or by reason of or resulting from any breach by Indemnitor of any representation, warranty or covenant contained in this Agreement (including the Exhibits hereto) with respect to the Indemnitor, CEA Medical Practice or CEA Corporation, it being understood and agreed that for the purposes of this Section 8.3(d) and, to the extent applicable, 8.4, all representations and warranties of the Indemnitor shall be pursuant construed by disregarding and giving no effect whatsoever to Article VIIany and all knowledge qualifications or limitations (such as "to Seller's best knowledge" or "to his knowledge") as if such knowledge qualifications or limitations were stricken from such representations and warranties, and (ii) arising out of or with respect to any liabilities of the Indemnitor, CEA Medical Practice or CEA Corporation, known or unknown, fixed or contingent, whatsoever existing at or prior to Closing, and (iii) for or with respect to taxes of CEA Medical Practice for any period or periods ending on or prior to the Closing Date, and (iv) arising out of or resulting from any events or acts occurring on or prior to the Closing Date in the CEA Medical Practice, including, but not limited to, any alleged act of negligence of the Indemnitor or any employees, agents, and independent contractors, of the CEA Practice or the CEA Corporation. (e) Indemnification with respect to the RGSS Medical Practice. The RGSS Sellers (for purposes of this Section 8.3(e) and, to the extent applicable, Section 8.4, "Indemnitor") shall jointly and severally indemnify and hold PSC, Parent, RGSS Corporation and any other Indemnified Person harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies, and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal); (i) arising from or by reason of or resulting from any breach by Indemnitor (or any of them) of any representation, warranty or covenant contained in this Agreement (including the Exhibits hereto) with respect to the Indemnitor, RGSS Medical Practice or RGSS Corporation, it being understood and agreed that for the purposes of this Section 8.3(e) and, to the extent applicable, 8.4, all representations and warranties of the Indemnitor shall be construed by disregarding and giving no effect whatsoever to any and all knowledge qualifications or limitations (such as "to Sellers' best knowledge" or "to their knowledge") as if such knowledge qualifications or limitations were stricken from such representations and warranties, and (ii) arising out of or with respect to any liabilities of the Indemnitor, RGSS Medical Practice or RGSS Corporation, known or unknown, fixed or contingent, whatsoever existing at or prior to Closing, and (iii) for or with respect to taxes of RGSS Medical Practice for any period or periods ending on or prior to the Closing Date and (iv) arising out of or resulting from any events or acts occurring on or prior to the Closing Date in the RGSS Medical Practice, including, but not limited to, any alleged act of negligence of Indemnitor (or any of them) or any employees, agents, and independent contractors, of the RGSS Practice or the RGSS Corporation. (f) Indemnification with respect to the RH Medical Practice. The RH Seller (for purposes of this Section 8.3(f) and, to the extent applicable, Section 8.4, "Indemnitor") shall jointly and severally indemnify and hold PSC, Parent, RH Corporation and any other Indemnified Person harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies, and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal) (i) arising from or by reason of or resulting from any breach by Indemnitor of any representation, warranty or covenant contained in this Agreement (including the Exhibits hereto) with respect to the Indemnitor, RH Medical Practice or RH Corporation, it being understood and agreed that for the purposes of this Section 8.3(f) and, to the extent applicable, 8.4, all representations and warranties of the Indemnitor shall be construed by disregarding and giving no effect whatsoever to any and all knowledge qualifications or limitations (such as "to Seller's best knowledge" or "to his knowledge") as if such knowledge qualifications or limitations were stricken from such representations and warranties, and (ii) arising out of or with respect to any liabilities of the Indemnitor, RH Medical Practice or RH Corporation, known or unknown, fixed or contingent, whatsoever existing at or prior to Closing, and (iii) for or with respect to taxes of RH Medical Practice for any period or periods ending on or prior to the Closing Date and (iv) arising out of or resulting from any events or acts occurring on or prior to the Closing Date in the RH Medical Practice, including, but not limited to, any alleged act of negligence of the Indemnitor or any employees, agents, and independent contractors, of the RH Practice or the RH Corporation. (g) Indemnification with respect to the LIA Medical Practice. The LIA ▇▇▇▇▇▇▇ (▇▇r purposes of this Section 8.3(g) and, to the extent applicable, Section 8.4, "Indemnitor") shall jointly and severally indemnify and hold PSC, Parent, LIA Corporation and any other Indemnified Person harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies, and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal) (i) arising from or by reason of or resulting from any breach by Indemnitor (or any of them) of any representation, warranty or covenant contained in this Agreement (including the Exhibits hereto) with respect to the Indemnitor, LIA Medical Practice or LIA Corporation, it being understood and agreed that for the purposes of this Section 8.3(g) and, to the extent applicable, 8.4, all representations and warranties of the Indemnitor shall be construed by disregarding and giving no effect whatsoever to any and all knowledge qualifications or limitations (such as "to Sellers' best knowledge" or "to their knowledge") as if such knowledge qualifications or limitations were stricken from such representations and warranties, and (ii) arising out of or with respect to any liabilities of the Indemnitor, LIA Medical Practice or LIA Corporation, known or unknown, fixed or contingent, whatsoever existing at or prior to Closing, and (iii) for or with respect to taxes of LIA Medical Practice for any period or periods ending on or prior to the Closing Date and (iv) arising out of or resulting from any events or acts occurring on or prior to the Closing Date in the LIA Medical Practice, including, but not limited to, any alleged act of negligence of Indemnitor (or any of them) or any employees, agents, and independent contractors, of the LIA Practice or the LIA Corporation.

Indemnification by Sellers. Subject to the other terms and conditions of this Article ARTICLE IX, the Sellers, severally on a joint and not jointly (in accordance with their Pro Rata Shares)several basis, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target CompanyMission US, Mission UK and MM Ltd) and their respective Representatives (collectively, the “Holdings "Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: : - 73 - (a) any inaccuracy in or breach of any of the representations or warranties of Target Company any Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company any Seller pursuant to this Agreement (other than in respect of Section 3.214.20 or Section 5.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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 dateARTICLE VIII); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company 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 VIIARTICLE VIII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VIII);; (c) any inaccuracy in or breach of any of the representations or warranties of Nicola contained in the Goodwill Purchase Agreement or in any certificate or instrument delivered by or on behalf of Nicola pursuant thereto; (d) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Nicola pursuant to the Goodwill Purchase Agreement; or (e) any Transaction Expenses (other than brokers' or other similar fees, which shall be payable by ▇▇▇▇▇ and ▇▇▇▇▇▇) in excess of $200,000 in the aggregate or any Indebtedness of MM Ltd, Mission-Media (Property) LLP, Mission Rights Limited or any Mission Company outstanding as of the Closing. If any sum payable under Sections 9.02(a) through (d), inclusive, is subject to Tax in the hands of Buyer, Sellers shall pay to Buyer the additional amount required to ensure that the net amount received by Buyer is the amount that Buyer would have received if the payment was not subject to Tax. For the avoidance of doubt, Sellers are jointly and severally liable for additional amounts payable under the immediately preceding sentence.

Indemnification by Sellers. Subject (a) The Sellers jointly and severally, hereby agree to the other terms indemnify, defend and conditions of this Article IX, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings hold Buyer and its Affiliates and their respective officers, directors and employees (including the Target Company"Buyer Indemnified Parties") (collectivelyharmless, the “Holdings Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred Loss to the extent such Loss arises from or sustained by, or imposed upon, the Holdings Indemnitees based upon, arising out of, with respect to or by reason ofin connection with: (ai) any inaccuracy in breach by Sellers or breach the Company of any of the representations representation or warranties of Target Company warranty contained in this Agreement or any other agreement or documents delivered in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.21connection herewith, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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 which representations and warranties that expressly relate shall for purposes of this subsection 7.1(a) be deemed to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, have been made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for ; (ii) any Damages arising from any inaccuracy breach by Sellers or breach the Company of any of the representations and warranties its covenants contained in Article IV this Agreement (including, but not limited to, a breach of Section 5.3 hereof) or any other agreement or documents delivered in connection herewith; (iii) any litigation, proceeding or claim by any third party relating to events that occurred prior to the Closing Date; provided however, there shall be no indemnification for any Losses arising out of any such litigation, proceeding or claim based on a representation and warranty of the Company or the Sellers contained in this Agreement that are not breached; and (iv) any Pre-Closing Tax Liabilities, other than those Taxes that are specifically accrued on the December 31, 2000 balance sheet. (I) Buyer shall provide a written description setting forth its methodology for computing any net Tax benefits actually realized and (II) nothing in this clause (a) shall give the Sellers or their representatives the right to review any Tax Returns, work papers or books and records of Buyer. (b) Notwithstanding the foregoing, the indemnifications in favor of the Buyer Indemnified Parties contained in Section 7.1(a); (x) shall not be effective until the aggregate dollar amount of all Losses indemnified under this Section 7.1 exceeds $125,000 (the "Sellers' Threshold Amount"), (y) shall not cover aggregate Losses indemnified against under this Section 7.1 in excess of the Initial Consideration plus any payments made by Buyer to Sellers pursuant to the Earn-Out Payments (the "Sellers' Cap Amount"), with no Seller being liable for an amount in excess of such Seller's pro rata portion of the Sellers' Cap Amount as they pertain set forth on Schedule I hereto and (z) shall not be effective with respect to claims in connection with the Rockwell Litigation for amounts of Losses up to the reserved amount on the Balance Sheet specified in Section 3.17 of Schedule II and said Losses up to such Seller;specified amount shall not be charged against Sellers' Threshold Amount; provided, however, that any Losses relating to the Rockwell Litigation in excess of such specified amount shall be subject to indemnification claims and chargeable against Sellers' Threshold Amount. (c) Notwithstanding the foregoing, no Seller shall be liable for any breach or non-fulfillment aggregate Losses in excess of any covenant, agreement or obligation to be performed by the Sellers or, prior Escrow Amount ("Excess Losses") except to the Closing, extent of such Seller's pro rata portion of such Excess Losses. (d) Buyer acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims relating to the Target Company pursuant to subject matter of this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIthe indemnification provisions set forth in this Section 7.1, except for equitable remedies available to Buyer for a breach by the Sellers of Section 5.3 hereof. (e) Notwithstanding the provisions of section 7.1(b)(X);, Seller's Threshold Amount of $125,000 shall be increased (x) by the amount by which the actual Losses incurred in connection with the Rockwell Litigation, if any, are less than the reserved amount on the Balance Sheet specified in Section 3.17 of Schedule II and (y) by 50% of the amount of any tax refunds received by the Company with respect to any taxable period (or portion thereof) ending on or before the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, following the SellersClosing, Sellers shall, severally and not jointly (in accordance with their respective Pro Rata SharesShare, (except as otherwise provided in Section 9.04(e)) and not jointly, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses (other than Losses included in Current Liabilities and taken into account in the calculation of Closing Working Capital) incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target the Company or Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Sellers at Closing pursuant to this Agreement Section 8.02 (other than in respect of the representations or warranties of the Company contained in Section 3.213.26 (Taxes), it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), ) 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 only such specified date); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers;or (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers or the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking agreement or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX7, the SellersSellers shall, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target the Company contained in this Agreement Agreement, in any Ancillary Document or in any certificate or instrument delivered by or on behalf of such Target Sellers or the Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers or the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement or in any Ancillary Document; (other c) any Dissenting Share to the extent that amounts determined to be due to any holder of any Dissenting Share are greater than the Per Share Closing Consideration, provided that any breach costs or violation ofexpenses related to any proceeding arising out of any Dissenting Share (including reasonable attorneys’ fees or expenses) shall be shared equally by the Parties; (d) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing, to the extent not deducted from (i) the Estimated Merger Consideration in the determination of the Aggregate Closing Net Cash Consideration pursuant to Section 2.3(a) or failure (ii) the final determination of the Merger Consideration pursuant to fully performSection 2.4. (e) any inaccuracy contained in the Withholding Certificate; and (f) regardless of any disclosures made in the Schedules or otherwise, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);Pre-Closing Taxes.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, the Sellers, Sellers shall severally and not jointly (in accordance with their Pro Rata Shares)jointly, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target the Company pursuant to this Agreement (other than in respect of Section 3.213.20, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, provided that (i) claims each Seller shall be liable only for its respective Pro Rata Share of any indemnification obligation under this Section 9.2(a8.02(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IVthis Agreement, as of provided that the date indemnification obligation under this Section 8.02(b) shall be limited solely to the Seller that has made or breached such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Datewarranty; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller;or (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company or 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 VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);; provided that if a covenant was breached by any Seller for which indemnification is sought, the indemnification obligation under this Section 8.02(c) shall be limited solely to the Seller that has made and breached such covenant, agreement or obligation; provided further that if a covenant was breached by the Company for which indemnification is sought, each Seller’s indemnification obligation under this Section 8.02(c) shall be limited to such Seller’s Pro Rata Share of any such indemnification obligation.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, the Sellerseach Seller shall, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company any Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company any Seller pursuant to this Agreement (other than in respect of Section 3.213.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIARTICLE VI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company 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 VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VI); (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not deducted from the Purchase Price in the determination of the Closing Date Payment pursuant to Section 2.04(a)(i); (d) any Indemnified Liabilities.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, the Sellers, each Seller shall jointly and severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company such Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Seller pursuant to this Agreement (other than in respect of Section 3.213.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company such 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 VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);; or (c) without limiting the generality of the indemnification obligations set forth above in Section 9.02(a), any retroactive adjustments or corrections made by Buyer or the Company to the Financial Statements, provided that such adjustments or corrections are made on or prior to the one-year anniversary of the Closing Date.

Indemnification by Sellers. (a) Subject to the other terms and conditions of this Article IXset forth herein KT agrees to defend, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings hold harmless Buyer's Indemnified Persons from and its Affiliates (including the Target Company) (collectively, the “Holdings Indemnitees”) against, and shall hold each against all Losses directly or indirectly incurred by or sought to be imposed upon any of them harmless from and against, and shall pay and reimburse each as a result of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Indemnitees based upon, arising out of, with respect to or by reason offollowing: (ai) resulting from or arising out of any inaccuracy in or breach of any of the representations or warranties of Target Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than those in respect of Section 3.21Sections 4.1, it being understood that 4.2, 4.7, 4.9(d) and 4.16(d)) made by the sole remedy for any such inaccuracy Sellers in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (bii) resulting from or arising out of any inaccuracy in or breach of any of the representations or warranties of made by the Sellers contained in Article IV, as pursuant to Section 4.7; (iii) resulting from or arising out 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations or warranties made by the Sellers pursuant to Section 4.1, 4.2 and 4.9(d); (iv) resulting from or arising out of any breach of any of the representations or warranties made by the Sellers pursuant to Section 4.16(d); (v) resulting from or arising out of any breach of any covenant or agreement made by Sellers or any of them in or pursuant to this Agreement except for any breach of any covenant or agreement contained in Sections 7.1(i) and 7.1(j); or (vi) in respect of any Retained Liability. (b) KT's obligations to indemnify Buyer's Indemnified Persons pursuant to paragraph (a) above are subject to the following limitations: (i) KT shall have no liability under paragraph (a) unless one or more of the Buyer's Indemnified Persons gives written notice to KT asserting a claim for Losses, including reasonably detailed facts and circumstances pertaining thereto, before (x) a period of one (1) year from the Closing Date for claims under clause (i) paragraph (a) above; (y) for so long as any claim may be made in respect of such matters under any applicable statute of limitations, as it may be extended by operation of law, for claims under clauses (ii) and (v) of paragraph (a) above; (z) a period of two (2) years from the Closing Date for claims under clause (iii) of paragraph (a) above; and (aa) a period of (3) years from the Closing Date for claims under clause (iv) of paragraph (a) above; and (bb) without limitation as to time for claims under clause (vi) of paragraph (a) above. (ii) Indemnification for claims under clauses (i), (ii), (iii), (iv) and (v) of paragraph (a) shall be payable by KT only if the aggregate amount of all Losses hereunder by Buyer's Indemnified Persons shall exceed $100,000 (the "BUYER THRESHOLD"), at which point KT shall be responsible for all Losses, without regard to the Buyer Threshold. (iii) Sellers' entire liability for claims under clause (i) of paragraph (a) shall not exceed an aggregate of $3,250,000. For claims under clause (iv) of paragraph (a), KT and Buyer shall each pay one-half of all Losses thereunder, provided, however, that Sellers' entire liability for claims under clause (iv) of paragraph (a) shall not exceed (x) an aggregate of $8,000,000 for claims made during the period beginning on the Closing Date and ending on that date which is twelve (12) months from the Closing Date (the "First Anniversary Date"), (y) an aggregate of $4,000,000 for claims made during the period beginning on the day following the First Anniversary Period and ending on that date which is twelve (12) months from the First Anniversary Period (the "Second Anniversary Period") and (z) an aggregate of $2,000,000 for claims made during the period beginning on the day following the Second Anniversary Period and ending on that date which is twelve (12) months from the Second Anniversary Period. Sellers' entire liability for claims under clauses (ii), (iii) and (v) of paragraph (a), shall not exceed the sum of $32,500,000 plus any future Earn-Out Payments plus any future Royalty Payments, which Buyer shall have a right to offset against claims. Sellers liability for claims under clause (vi) of paragraph (a) shall be unlimited. (iv) The gross amount with respect to a claim for indemnification for which the Sellers may be liable to a Buyer's Indemnified Person pursuant to this Article IV as they pertain to such Seller;10 shall be reduced by any insurance proceeds actually recovered by or on behalf of the Indemnified Person on account of the indemnifiable Loss. (c) For the purposes of this Section 10.2, any qualification of representations and warranties by reference to materiality of matters stated therein shall be disregarded in determining any Losses resulting from any breach thereof but not for purposes of determining whether a breach has occurred. (d) Except for claims for indemnification provided for in Sections 7.1(i) and 7.1(j) and as provided in Section 11.3, the indemnification provided for in this Article 10 shall be the exclusive remedy for breaches of representations, warranties and covenants contained in this Agreement provided that no party hereto shall be deemed to have waived any right of recourse (whether a claim under this Article 10 or non-fulfillment otherwise) arising from fraud or intentional misconduct of any covenantother party hereto. Any claims, agreement disputes or obligation to complaints arising from or in connection with the OEM Agreements shall be performed brought by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation parties thereto under and in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);accordance therewith.

Indemnification by Sellers. Subject to (a) Following the other terms and conditions of this Article IXClosing until the applicable survival dates provided in Section ‎7.1(a), the Sellerseach Seller shall, severally and not jointly (in accordance with their Pro Rata Sharessans solidarité), shall indemnify indemnify, hold harmless and defend each of Holdings reimburse Buyer and its Affiliates (including the Target Company) and their respective successors and permitted assigns, in their capacity as such (collectively, the “Holdings IndemniteesIndemnified Parties”) against), and shall hold each of them harmless for, from and against, and shall pay and reimburse each of them for, any and against all Losses imposed on, incurred or sustained by, suffered by or imposed upon, the Holdings Indemnitees based upon, asserted against any Indemnified Party in connection with or arising out of, with respect to or by reason of: (ai) any inaccuracy in or breach the failure of any Seller Representation made by such Seller to be true and accurate as of the representations or warranties Closing (or, in the case of Target Company contained in this Agreement or in any certificate or instrument delivered by or on behalf representation and warranty that expressly speaks as of a different date, such Target Company pursuant to this Agreement (other than in respect of Section 3.21, date) it being understood that for purposes of this Section ‎7.2(a)(i) any qualifications relating to materiality (such as the sole remedy for any terms “material” and “Material Adverse Effect”) or relating to Knowledge contained in such inaccuracy in or breach thereof Seller Representation shall be pursuant to Article VII), as disregarded for purposes of determining whether such Seller Representation was not true and accurate or the date quantity of 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)Losses; provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and or (ii) if a claim for indemnification under this Section 9.2(a) made prior the failure of such Seller to Closing exceeds ten percent (10%) fully perform any covenant or obligation of the value of the consideration of paid or payable to the Sellers, pursuant to such Seller contained in this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers;. (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each No Seller shall be solely responsible for have any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company liability pursuant to this Agreement ‎Article VII in respect of any Losses of the type described in Section ‎7.2(a)(i) (other than any breach or violation of, or failure i) to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood the extent that the sole remedy for any aggregate amount of such breachLosses exceeds the total amount of the closing consideration paid to such Seller (the “Cap Amount”); (ii) unless and until the aggregate amount of such Losses exceeds €50,000 (the “Basket Amount”), violation or failure in which event the Sellers shall be pursuant to Article VIIliable for all such Losses, including the Basket Amount; or (iii) that arise from any individual item, occurrence, circumstance, act or omission (or series of related items, occurrences, circumstances, acts or omissions) unless and until the aggregate amount of Losses resulting therefrom exceeds €1,000 (the “Per Claim Amount”);.

Indemnification by Sellers. Subject to the other terms and conditions of this Article ARTICLE IX, the Sellers, each Seller (severally and not jointly (in accordance with according to their Pro Pro-Rata Shares), Share) shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Sellers pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII)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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement Agreement; (other than c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not deducted from the Purchase Price in the determination of the Closing Date Payment pursuant to Section 2.04(a)(i); or (d) (i) any breach or violation of, or failure to fully perform, non-fulfillment of any covenant, agreement, undertaking or obligation of Sellers in Article ARTICLE VII; (ii) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods; (iii) all Taxes of any member of an affiliated, it being understood that consolidated, combined or unitary group of which the sole remedy for Company (or any such breachpredecessor of the Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, violation state or failure shall be pursuant local Law; and (iv) any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to Article VII);an event or transaction occurring on or before the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings Parent and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings "Parent Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target the Company pursuant to this Agreement (other than in respect of Section 3.213.16, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIARTICLE VI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VI); (c) any claim made by any Person relating to such Person’s rights with respect to the Merger Consideration; (d) any Transaction Expenses, to the extent not paid or satisfied by the Company at or prior to the Closing.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VII, the Sellers, each Seller shall jointly and severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target each Acquired Company) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to to, or by reason ofof the following, provided, that Sellers shall not have any indemnification liability under this Agreement unless a claim is timely asserted pursuant Section 7.01 or, as applicable, Section 6.10: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, Seller pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by the Sellers or, prior to the Closing, the Target Company Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking undertaking, or obligation in Article VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation violation, or failure shall be pursuant to Article VIIARTICLE VI); (c) any Transaction Expenses, Debt Like Items, or Indebtedness of an Acquired Company outstanding as of the Closing to the extent not included in Closing Working Capital (as finally determined pursuant to Section 2.03) or deducted from the Purchase Price in the determination of the Closing Date Payment pursuant to Section 2.03(a)(i); (d) Any fraud of any Seller or an Acquired Company; or (e) Any matter set forth on Exhibit G attached hereto.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVII, Sellers shall contribute toward indemnifying and defending the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Indemnitees Buyer or Buyer Indemnitees, including reasonable attorney fees, based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Sellers pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), as of the date such representation or warranty was made 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement; or, (c) any Transaction Expenses or Indebtedness of any kind of the Sellers or, prior to Company outstanding as of the Closing, to the Target Company extent not deducted from the Purchase Price pursuant to Section 2.04 and Schedule B. Notwithstanding anything else to the contrary in this Agreement (other than Agreement, Sellers’ contribution to and responsibility for the costs of indemnifying and defending for Losses referenced above and elsewhere in this Agreement, including any breach or violation ofof warranties, representations, or failure to fully performcovenants hereunder (“Damages”), any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for if any such breachoccur, violation shall not exceed the greater of an aggregate of seventy thousand dollars ($70,000), or failure the value of an aggregate value of 500,000 shares of the common stock of the Company retained by Sellers at closing (“Indemnity Shares”). The value of such retained Indemnity Shares shall be pursuant determined by the average closing price for the 30 business days prior to Article VIIBuyer’s claim, if any. Sellers’ cash obligations, if any, hereunder shall be allocated 50/50 among Sellers (capped at thirty-five thousand dollars ($35,000 each);, and each Seller’s obligation shall be several and not joint. In the case of Indemnity Shares, SF shall be responsible for providing 65% of same, and DC shall be responsible for providing 35% of same (again, each Seller’s obligations shall be several and not joint).

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, the Sellersfrom and after Closing, Sellers severally and not jointly (in accordance with their Pro Rata Shares)Shares and not jointly, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target CompanyCompany Parent) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any Any inaccuracy in or breach of any of the representations or warranties of Target Sellers, or the Company Parent contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target the Company Parent pursuant to this Agreement (other than in respect of Section 3.213.24, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIARTICLE VI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any Any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company Parent pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VI); (c) Any claim made by any stockholder of the Company relating to the Charter Amendment, the Pre-Merger Purchase, or the Short-Form Merger, including any claim relating to such stockholder’s rights with respect to the merger consideration received in connection with the Short-Form Merger; 90 (d) All Losses and Liabilities arising out of or relating to the Company’s failure to properly withhold any Taxes or report income, in accordance with applicable Law, in connection 91 with the vesting, exercise or cash-out of any stock options, restricted stock or other equity or equity- based incentives equity grants to employees and service providers of the Company (“Withholding Losses”); (e) All Losses and Liabilities for, arising out of or relating to, Pre-Closing Taxes that are sales or use Taxes; or (f) Any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Buyer at or prior to the Closing, to the extent not deducted in the determination of the Closing Date Payment.

Indemnification by Sellers. Subject (a) Indemnification with respect to PDI. Sellers (for purposes of this Section 8.3(a) and, to the other terms and conditions of this Article IXextent applicable, the SellersSection 8.4, severally and not jointly (in accordance with their Pro Rata Shares"Indemnitor"), shall jointly and severally indemnify and defend hold Parent, PSC, PSC Management and their respective officers, directors, shareholders, affiliates, agents, employees, legal representatives, successors and assigns (each of Holdings and its Affiliates (including the Target Companyforegoing, for purposes of this Section 8.3 and, to the extent applicable, Section 8.4, an "Indemnified Person") (collectively, the “Holdings Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained byliabilities, or imposed uponlosses, the Holdings Indemnitees based uponclaims, damages, actions, suits, costs, deficiencies and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal), (i) arising out of, with respect to from or by reason of: of or resulting from any breach by Indemnitor (aor any of them) any inaccuracy in or breach of any of the representations representation, warranty or warranties of Target Company covenant contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant (including the Exhibits hereto) with respect to this Agreement (other than in respect of Section 3.21PDI, it being understood and agreed that for purposes of this Section 8.3(a) and, to the sole remedy for any such inaccuracy in or breach thereof extent applicable, Section 8.4, all representations and warranties of the Indemnitor shall be pursuant construed by disregarding and giving no effect whatsoever to Article VII), any and all knowledge qualifications or limitations (such as of the date such representation "to Sellers' best knowledge" or warranty was made or "to their knowledge") as if such representation knowledge qualifications or warranty was made on and as of the Closing Date (except for limitations were stricken from such 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverablewarranties, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) arising out of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company all liabilities of PDI, known or unknown, fixed or contingent, other than the PDI Bank Debt to be discharged at Closing, whether now existing or hereafter arising, and its Sellers;any and all taxes at any time owed by PDI. (b) Indemnification with respect to the ENT Medical Practice. The ENT Sellers (for purposes of this Section 8.3(b) and, to the extent applicable, Section 8.4, "Indemnitor") shall jointly and severally indemnify and hold PSC, Parent, ENT Corporation and any inaccuracy in other Indemnified Person harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies, and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal) (i) arising from or by reason of or resulting from any breach by Indemnitor (or any of them) of any representation, warranty or covenant contained in this Agreement (including the Exhibits hereto) with respect to the Indemnitor, ENT Medical Practice or ENT Corporation, it being understood and agreed that for the purposes of this Section 8.3(b) and, to the extent applicable, 8.4, all representations or and warranties of the Sellers contained in Article IV, Indemnitor shall be construed by disregarding and giving no effect whatsoever to any and all knowledge qualifications or limitations (such as of the date such representation "to Sellers' best knowledge" or warranty was made or "to their knowledge") as if such representation knowledge qualifications or warranty was made limitations were stricken from such representations and warranties, and (ii) arising out of or with respect to any liabilities of the Indemnitor, ENT Medical Practice or ENT Corporation, known or unknown, fixed or contingent (other than the ENT Bank Debt to be discharged at Closing pursuant to Section 1.1) whatsoever existing at or prior to Closing, and (iii) for or with respect to taxes of ENT Medical Practice for any period or periods ending on and as of or prior to the Closing Date; provided that each Seller shall be solely responsible for any Damages , and (iv) arising out of or resulting from any inaccuracy events or breach acts occurring on or prior to the Closing Date in the ENT Medical Practice, including, but not limited to, any alleged act of negligence of Indemnitor (or any of them) or any employees, agents, and independent contractors, of the representations and warranties contained in Article IV as they pertain to such Seller;ENT Practice or the ENT Corporation. (c) Indemnification with respect to the CEA Medical Practice. The CEA Seller (for purposes of this Section 8.3(c) and, to the extent applicable, Section 8.4, "Indemnitor") shall jointly and severally indemnify and hold PSC, Parent, CEA Corporation and any other Indemnified Person harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies, and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal) (i) arising from or by reason of or resulting from any breach or non-fulfillment by Indemnitor of any covenantrepresentation, agreement warranty or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to covenant contained in this Agreement (other than any breach including the Exhibits hereto) with respect to the Indemnitor, CEA Medical Practice or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIICEA Corporation, it being understood and agreed that for the sole remedy purposes of this Section 8.3(c) and, to the extent applicable, 8.4, all representations and warranties of the Indemnitor shall be construed by disregarding and giving no effect whatsoever to any and all knowledge qualifications or limitations (such as "to Seller's best knowledge" or "to his knowledge") as if such knowledge qualifications or limitations were stricken from such representations and warranties, and (ii) arising out of or with respect to any liabilities of the Indemnitor, CEA Medical Practice or CEA Corporation, known or unknown, fixed or contingent, whatsoever existing at or prior to Closing, and (iii) for or with respect to taxes of CEA Medical Practice for any such breachperiod or periods ending on or prior to the Closing Date, violation and (iv) arising out of or failure resulting from any events or acts occurring on or prior to the Closing Date in the CEA Medical Practice, including, but not limited to, any alleged act of negligence of the Indemnitor or any employees, agents, and independent contractors, of the CEA Practice or the CEA Corporation. (d) Indemnification with respect to the RGSS Medical Practice. The RGSS Sellers (for purposes of this Section 8.3(d) and, to the extent applicable, Section 8.4, "Indemnitor") shall be pursuant jointly and severally indemnify and hold PSC, Parent, RGSS Corporation and any other Indemnified Person harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies, and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal) (i) arising from or by reason of or resulting from any breach by Indemnitor (or any of them) of any representation, warranty or covenant contained in this Agreement (including the Exhibits hereto) with respect to Article VII);the Indemnitor, RGSS Medical Practice or RGSS Corporation, it being understood and agreed that for the purposes of this Section

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, the Sellers, each of Sellers shall jointly and severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each member of Holdings Buyer Group and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings Buyer Group Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Group Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company any of Sellers contained in this Agreement Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of such Target Company Sellers pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII)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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Sellers orpursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Sellers or any of their Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the ClosingClosing Date; or (e) the Bank Payoff Amount, and/or the Target Company pursuant to Trade Payables Amount being greater than the amount or amounts set forth in this Agreement (other than any breach or violation ofincluding, or failure without limitation, the applicable Disclosure Schedules to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIthis Agreement);.

Indemnification by Sellers. Subject to the other terms and conditions remainder of this Article IX8, Sellers and, solely for purposes of this Article 8, Epic Homes at Leyden Rock, LLC, will, subject to the SellersBasket and the Cap, jointly and severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings Buyer and its Buyer’s Affiliates (including after Closing the Target CompanyEpic Companies) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall will hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company contained Sellers in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.214.16 (Taxes), it being understood that for which the sole remedy for any such inaccuracy in or breach thereof shall be is pursuant to Article VII6), 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 address matters as of a specified date, the inaccuracy in or breach of which will be determined with reference to such as of that specified date); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to of Seller under this Agreement (other than any breach or violation of, or failure to fully perform, non-fulfillment of any covenant, agreement, undertaking or obligation in Article VII6, it being understood that for which the sole remedy for any such breach, violation inaccuracy in or failure shall be breach thereof is pursuant to Article VII6) that is not cured within 15 days of Sellers’ receipt of written notice from Buyer detailing the nature of the breach, provided however, the cure period shall be extended for any curable breach that cannot be cured within such 15 day cure period, conditional upon Sellers’ making good faith effort to cure such breach; (c) any Excluded Liabilities; (d) any Transaction Expenses charged to the Epic Companies that were not paid on or before the Closing Date; (e) the existence of the PPP Loan (including without limitation any Losses of Buyer’s Tax credits) as of the Closing Date or any failure of Sellers or, prior to the Closing, the Epic Companies, to comply with the requirements of the CARES Act, the Small Business Act and other regulatory guidance applicable to the PPP Loan in applying for, calculating the permitted amount of, receiving and using the proceeds of the PPP Loan, and in applying for and receiving the forgiveness of the PPP Loan; and (f) Agreed liquidated damages arising from delays in the ability to obtain building permits for homes on lots within the Trails at Crowfoot community owned by Epic Trails (the “Trails Delay Liquidated Damages”);. (i) The Trails Delay Liquidated Damages amount shall be calculated based on each month that each lot on the schedule shown on Exhibit C is delayed from starting construction as contemplated on Exhibit C as a result of Epic Trails inability to pull a building permit for such lot due to the Building Permit Condition not being satisfied (“Building Permit Delay”), and in such case, the Seller shall owe (i) $3,000 per delayed lot for each full calendar month such lot is delayed, and (ii) with respect to any delay over a partial calendar month, $100 per delayed lot for each calendar day during such partial calendar month (collectively, (the “Per Month Amount”). (ii) Notwithstanding Section 8.2(f)(i), for the first two months of a Building Permit Delay (the “Grace Period”) no Per Month Amounts shall be accrued by Buyer. If at any time during such Grace Period, the Building Permit Condition has been satisfied, no Trails Delay Liquidated Damages will be payable by Sellers. If at the end of such Grace Period the Building Permit Condition has not been satisfied, the Per Month Amounts for each delayed lot shall begin to accrue and be owed by Seller. The first payment of Per Month Amounts for delayed lots shall be paid by the tenth day of the fourth month following the initial existence of a Building Permit Delay and thereafter shall continue to be paid in accordance with Section 8.2(f)(i). For the avoidance of doubt, the Per Month Amount for all lots delayed during and after the Grace Period of a Building Permit Delay shall be calculated commencing with the beginning of the third month in accordance with Section 8.2(f)(i). (iii) The Per Month Amounts, if any, shall first be satisfied from the Trails Delay Additional Holdback Amount, next from any remaining Holdback Amount, and next payable in the same manner as any other indemnity obligation of Seller under Article 8. The parties hereto expressly agree and acknowledge that Buyer’s actual damages arising from Epic Trails’ inability to pull a building permit due to the Building Permit Condition not being satisfied would be extremely difficult or impracticable to ascertain, and that the Per Month Amounts represent the parties’ reasonable estimate of such damages. The parties also agree that the Per Month Amounts are a proper liquidated damages amount and not a penalty In administering Pre-Closing Construction Claims, Buyer will use reasonable commercial efforts, generally consistent with the manner in which Buyer and its Affiliates have administered their own claims in the past, which includes out-of-pocket costs and expenses and in-house overhead allocation and in-house warranty costs, provided, however, Buyer will have no exposure to Sellers for the manner in which Buyer administers the Excluded Construction Claims. Pre-Closing Construction Claims that (i) exceed the warranty reserve reflected in the Final Closing Schedule and (ii) are not otherwise reimbursed under an applicable insurance policy will be indemnified by Sellers pursuant to Section 8.2(c).

Indemnification by Sellers. (a) Subject to the other terms and conditions herein, including the limitations set forth in Sections 8.1 and 8.6, after the Closing, each Seller, solely as to himself, herself or itself, shall indemnify and hold harmless the Purchaser Protected Parties from and against and in respect of any and all Losses resulting from, in connection with or arising out of, or any Claim relating to (i) any breach of any representation or warranty made by such Seller in Article V of this Article IXAgreement, or (ii) any breach by such Seller of any of the Sellerscovenants of this Agreement. (b) Subject to the terms and conditions herein, including the limitations set forth in Sections 8.1 and 8.6, each Seller, severally and not jointly (in accordance with their Pro Rata Shares)jointly, shall indemnify and defend each of Holdings and its Affiliates (including hold harmless the Target Company) (collectively, the “Holdings Indemnitees”) against, and shall hold each of them harmless Purchaser Protected Parties from and against, against and shall pay and reimburse each in respect of them for, such Seller’s Total Consideration Pro-Rata Percentage of any and all Losses incurred by the Purchaser Protected Parties resulting from, in connection with or sustained by, or imposed upon, the Holdings Indemnitees based upon, arising out of, with respect to or by reason ofany Claim relating to, any of the following: (ai) any inaccuracy breach of any representation or warranty made by Target in this Agreement; (ii) any breach by Target or breach Agent of any of the representations or warranties covenants of Target Company contained this Agreement; (iii) notwithstanding any disclosure in this Agreement (including in the Schedules), any Liability for Taxes (A) of the Companies for all taxable periods, or portions thereof (determined in accordance with the allocation provisions of Section 7.6(c)(i) — (iii)), ending on or before the Closing Date, or (B) owing by any certificate Person (other than the Companies) for which any Company is liable as a result of transactions or instrument delivered by circumstances occurring or existing on behalf or before the Closing Date, including without limitation, under any agreement or arrangements with respect to payment of such Target Company pursuant any Tax in effect on or before the Closing Date, in each case, except to the extent accrued on the Closing Date Balance Sheet; (iv) notwithstanding any disclosure in this Agreement (other than including in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIISchedules), any Liability for (A) Transaction Expenses, or (B) vacation pay or sick pay, in each case, except to the extent accrued on the Closing Date Balance Sheet; (v) any Claim relating to any Dissenting Shares; (vi) the matters disclosed on Schedule 4.15 and as Items 2 and 3 on Schedule 4.20(b), in each case except to the extent accrued on the Closing Date Balance Sheet; (vii) the exercise of any option to purchase shares of Target Common Stock under the date such Target Stock Option Plan at any time after immediately prior to the Effective Time; (viii) notwithstanding any representation or warranty was made contained herein, or as if any limitations or qualifications of, or exceptions to (whether in a Schedule attached hereto or otherwise), any such representation and warranty, except as set forth on Schedule 8.3(b), any obligation or warranty was made liability (including accounts payable), absolute or contingent, known or unknown, liquidated or unliquidated, whether due or to become due and regardless of when or by whom asserted (a “Liability”) including, without limitation, deferred Tax liabilities, vacation time or pay, severance pay, future amounts payable arising out of prior transactions, and any other Liabilities relating to or arising out of any act, omission, transaction, circumstance, sale of goods or services, or other condition which occurred or existed on and as of or before the Closing Date, which is not fully shown or provided for in the Closing Date Balance Sheet, except under the executory portion of any Contract (except for representations and warranties that expressly relate to A) by which any Company is bound on the Closing Date, (B) which, if required by this Agreement, is disclosed in a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverableSchedule hereto, and (iiC) if the existence of which does not otherwise constitute or result from a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any representation, warranty or covenant of the representations this Agreement or warranties of the Sellers contained in Article IV, as of the date such representation a breach or warranty was made or as if such representation or warranty was made on and as of the Closing Datedefault by either Company under any Contract; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller;and (cix) notwithstanding any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to disclosure in this Agreement (other than any breach or violation of, or failure to fully performincluding in the Schedules), any covenant, agreement, undertaking or obligation in Article VII, it being understood that Liability relating to the sole remedy for any such breach, violation or failure shall be cancellation of options to purchase shares of Target Common Stock pursuant to Article VII);the ▇▇▇▇ ▇▇▇▇▇▇▇ Stock Option Plan as contemplated by Section 1.11.

Indemnification by Sellers. (a) INDEMNIFICATION BY SELLERS FOR UNDISCLOSED LIABILITIES OR LOSS FOR SCHEDULED ITEMS. Subject to the other terms and conditions limitations of this Article IXthe two final sentences of Section 10.3(b), the Sellers, Sellers hereby jointly and severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings hold harmless Purchaser and its Affiliates (including the Target Company) (collectively, the “Holdings Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Indemnitees based upon, arising out of, MMI with respect to any Indemnification Claim for Undisclosed Liabilities or by reason of: Loss for Liabilities Not Arising in the Ordinary Course of Business resulting in an actual loss or any liability, provided that such indemnification shall only be effective (ai) any inaccuracy in or breach of any of the representations or warranties of Target Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy Claim for Undisclosed Liabilities or Loss from for Liabilities Not Arising in or breach thereof shall be pursuant to Article VII), as the Ordinary Course of Business before the [*] year anniversary 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing the extent the aggregate of all Indemnification Claims exceeds ten percent $[*] (10%) the "Indemnification Threshold Amount"). Notwithstanding the foregoing, the aggregate of the value of the consideration of paid or such claims shall not be payable to the Sellersextent they exceed $[*] (the "Indemnification Cap"), pursuant to this Agreementprovided that regardless of the joint and several nature of the foregoing indemnification, the Sellers representing at least fifty-one percent (51%) aggregate of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Claims for which an individual Seller shall be solely responsible for any Damages arising liable -- either to Purchaser or, after all Claims to Purchaser have been satisfied, by way of a contribution claim from any inaccuracy or breach of any of other individual Sellers -- shall not exceed the representations and warranties contained in Article IV as they pertain respective amounts set forth next to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);'s name below: ▇▇▇▇▇▇▇ -- $[*]. ▇▇▇▇▇▇▇ -- $[*]. Stashin -- $[*]. ▇▇▇▇▇▇▇▇▇▇▇▇ -- $[*].

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, the SellersSeller shall indemnify, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) Company and Cana Pharmaceuticals (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Sellers or the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Sellers or the Company pursuant to this Agreement (other than in respect of Section 3.213.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIVI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers;or (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers or the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIVI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIVI);.

Indemnification by Sellers. Subject to (a) the survival provisions set forth in Section 9.1 and (b) the other terms and conditions of limitations set forth in this Article IX, the Sellers, Sellers shall jointly and severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings hold harmless Buyer, its successors and its Affiliates (including the Target Company) assigns (collectively, the “Holdings Indemnitees”"Buyer Indemnified Parties") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including, without limitation, reasonable attorneys' fees) ("Losses") which Buyer Indemnified Parties may at any time suffer or sustained byincur, or imposed uponbecome subject to, the Holdings Indemnitees based upon, arising out of, with respect to as a result of or by reason ofin connection with: (ai) subject to the last paragraph of Section 6.2, any inaccuracy in or breach of any of the representations or and warranties of Target Company contained in this Agreement or in any certificate or instrument delivered made by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy Sellers in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, or in any instrument, certificate or affidavit delivered by Sellers at the Sellers representing at least fifty-one percent (51%) Closing in accordance with the provisions of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its SellersAgreement; (bii) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior subject to the Closinglast paragraph of Section 6.2, the Target Company pursuant any failure by Sellers to this Agreement (other than any breach or violation ofcarry out, perform, or failure to fully perform, otherwise fulfill or comply with any covenant, agreement, undertaking undertaking, or obligation under this Agreement or the TBA Agreement; (iii) the Retained Liabilities; (iv) without limiting clause (iii) above, any and all losses, liabilities or damages resulting from the litigation required to be listed on Schedule 4.13; or (v) any suit, action or other proceeding brought by any governmental authority or other Person arising out of, or in Article VIIany way related to, it being understood any of the matters referred to in Sections 9.3(i), 9.3(ii), 9.3(iii), or 9.3(iv); provided, however, that if any action, suit, proceeding, claim, liability, demand or assessment shall be asserted against any Buyer Indemnified Parties in respect of which such Buyer Indemnified Parties proposes to demand indemnification, such Buyer Indemnified Parties shall notify the Sellers thereof within a reasonable period of time after assertion thereof, and such notice shall include copies of all suit, service and claim documents, all other relevant documents in the possession of the Buyer Indemnified Parties, and an explanation of the Buyer Indemnified Parties' contentions and defenses with as much specificity and particularity as the circumstances permit, provided, that the sole remedy for failure of the Buyer Indemnified Parties to give such notice shall not relieve the Sellers of their obligations under this Section 9.3, except to the extent that the Sellers shall have been prejudiced thereby. Subject to rights of or duties to any insurer or other third Person having liability therefor, the Sellers shall have the right within twenty (20) days after receipt of such notice to assume the control of the defense, compromise or settlement of any such breachaction, violation suit, proceeding, claim, liability, demand, or failure assessment, including, at its own expense, employment of counsel; provided further, however, that if the Sellers shall have exercised their right to assume such control, the Buyer Indemnified Parties may, in its sole discretion and expense, employ counsel to represent it (in addition to counsel employed by the Sellers) in any such matter, and in such event counsel selected by the Sellers shall be pursuant required to Article VII);cooperate with such counsel of the Buyer Indemnified Parties in such defense, compromise or settlement for the purpose of informing and sharing information with such Buyer Indemnified Parties. So long as the Sellers are defending in good faith any such claim or demand asserted by a third Person against the Buyer Indemnified Parties, the Buyer Indemnified Parties shall not settle or compromise such claim or demand. If the Sellers have assumed the defense of any such claim or demand, then they shall have the power and authority to settle or consent to the entry of judgment without the consent of Buyer if the judgment or settlement results only in the payment by Sellers of the full amount of money damages, provided, that the Sellers have made arrangements for the payment of such damages in a manner reasonably satisfactory to Buyer; in all other events, the Sellers shall not consent to the entry of judgment or enter into any settlement without the prior written consent of the Buyer Indemnified Parties, which consent shall not be unreasonably withheld. The Buyer Indemnified Parties shall make available to the Sellers or their agents all records and other materials in the Buyer Indemnified Parties' possession reasonably required by them for their use in contesting any third party claim or demand.

Indemnification by Sellers. (a) Subject to the other terms and conditions of this Article IX, the Sellers, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify and defend each of Holdings Buyer and its Affiliates (including including, after Closing, the Target CompanyCompanies) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses actually incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, upon or arising out of, with respect to or by reason of: (ai) any inaccuracy in or breach of any of the representations or warranties of Target Company Sellers contained in this Agreement Article III or in any certificate or instrument delivered by or on behalf of Sellers relating to such Target Company pursuant to this Agreement representations or warranties (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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 datedate or time, the inaccuracy in or breach of which will be determined with reference only to such specified datedate or time); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (cii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than (i) any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII, (ii) any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Section 6.06 and Section 6.15, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Section 9.02(b);, and (iii) any breach or violation of, or failure to fully perform, any covenant, undertaking or obligation in Section 6.07, it being understood that the remedies for any such breach, violation or failure shall be pursuant to Section 6.07(d)). (b) Subject to the other terms and conditions of this Article IX, each Seller, severally but not jointly, shall indemnify and defend the Buyer Indemnitees against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (i) any inaccuracy in or breach of any of the representations or warranties of such Seller contained in Article IV or in any certificate or instrument delivered by or on behalf of such Seller pursuant to this Agreement relating to such representations or warranties, 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 or time, the inaccuracy in or breach of which will be determined with reference only to such specified date or time); or (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Seller pursuant to Section 6.06 or Section 6.15. (c) Sellers, jointly and severally, shall indemnify, defend and hold harmless the Buyer Indemnitees from and against any Loss to the extent based on or arising out of claims against the Companies based on or arising out of (i) the Companies’ ownership or disposition of the Captive Interests, (ii) any assessment for Losses pursuant to any Contract between any Captive Insurer and either Company as in effect as of immediately prior to the Closing (or as amended post-Closing (x) with the written consent of the Sellers’ Representative (whether with or without the written consent of either Company or Buyer), (y) with the written consent of either Company provided at the written direction of the Sellers’ Representative or (z) without the written consent of Seller’s Representative, the Company or Buyer), (iii) any Losses arising out of any actions or omissions of the Sellers’ Representative pursuant to Section 6.12, and (iv) any Losses arising out of any actions taken or not taken by the Companies at the written direction of the Sellers’ Representative. Notwithstanding the foregoing and for the avoidance of doubt, Sellers shall in no event be obligated to indemnify any Buyer Indemnitee pursuant to this Section 9.02(c) from and against any Loss based on or arising out of (A) any non-compliance by any Captive Insurer with, or the non-performance by any Captive Insurer of, any Contract between such Captive Insurer and either Company; (B) any denial by any Captive Insurer of all or any portion of, or any non-coverage of all or any portion of, any insurance claim of the Companies; (C) any action of Buyer or its Affiliates (including, for the avoidance of doubt, on and after the Closing, the Companies), including any action constituting fraud, willful misconduct, and/or a breach by Buyer of its obligations under this Agreement and/or a breach by either of the Companies of their respective obligations under any Contract between such Company and any Captive Insurer, but excluding (1) the act of either of the Companies of submitting insurance claims to the Captive Insurers (x) in the ordinary course of business and (y) in accordance with any applicable Contract between such Company and any Captive Insurer and (z) in accordance with the provisions of Section 6.12, (2) any action taken by the Sellers’ Representative in its capacity as Buyer’s agent pursuant to Section 6.12 and/or (3) any action taken by either Company at the written direction of Sellers’ Representative pursuant to Section 6.12. Notwithstanding any other provision of this Agreement, Sellers’ indemnification obligations under this Section 9.02(c) shall expire on the later of the seventh (7th) anniversary of the Closing or the six month anniversary of the first date on which the Companies no longer own the Captive Interests as the result of the transfer of such Captive Interests pursuant to Section 6.12; provided that any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the applicable Buyer Indemnitee to Sellers prior to the expiration date of the preceding survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved.

Indemnification by Sellers. Subject to (a) To the other terms and conditions of this Article IXextent specified herein, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), shall Sellers will indemnify and defend each of Holdings and its Affiliates (including hold the Target Company) (collectively, the “Holdings Indemnitees”) against, and shall hold each of them Buyer harmless from and against, and shall pay and reimburse each of them for, against any and all Losses damage, loss, cost, deficiency, assessment, liability or other expense (including reasonable attorney's fees, costs of court and litigation expenses, if any) suffered, incurred or sustained by, or imposed upon, paid by the Holdings Indemnitees based upon, arising out of, with respect to or by reason Buyer as a result of: (a1) The material untruth, inaccuracy, breach or violation of any inaccuracy representation, warranty, covenant or other obligation of the Sellers set forth in or breach made in connection with this Agreement; (2) The assertion against the Buyer or any of the Companies of any material liability or obligation of any of the representations Companies or warranties of Target Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant claim relating to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), as operation of the date such representation Companies' businesses, prior to the Closing Date, whether absolute or warranty was made contingent, matured or as if such representation unmatured, known or warranty was made on and unknown as of the Closing Date (except for representations and warranties that expressly relate to a specified dateincluding, the inaccuracy in without limitation, customer claims or breach of which will be determined with reference to such specified datedisputes); provided, that . (i3) No claims for indemnification under this Section 9.2(a) by Buyer shall be payable until the aggregate thereof reaches $50,000 and only claims in excess of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company 50,000 shall be barred, but if the claim subject to indemnification. The maximum amount payable to Sellers for Buyer's claims of indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers;$500,000. (b) any inaccuracy in or breach The Buyer shall give written notice to the Sellers of any of claim, action, suit or proceeding relating to the representations indemnity herein provided by Sellers not later than ten (10) days after Buyer has received notice thereof. Sellers shall have the right, at his option, to compromise or warranties of the Sellers contained in Article IVdefend, as of the date such representation or warranty was made or as if such representation or warranty was made on at his own expense and as of the Closing Date; provided that each Seller by his own counsel (which counsel shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain reasonably satisfactory to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully performBuyer), any covenantsuch action, agreement, undertaking suit or obligation proceeding. Buyer and Sellers agree to cooperate in Article VII, it being understood that the sole remedy for any such breach, violation defense or failure shall be pursuant settlement and to Article VII);give each other full access to all information relevant thereto.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, the Sellersfrom and after Closing, Sellers shall jointly and severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Seller pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII); (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not deducted from the Purchase Price in the determination of the Closing Date Payment pursuant to Section 2.05(a)(i); or (d) any current or former employee or independent contractor of the Company or any Seller asserts any claim that such current or former employee or independent contractor who is or was involved in or contributed to the invention, creation, or development of any Intellectual Property during the course of employment or engagement with the Company prior to the Closing Date whereby such employee or independent contractor contests the Company’s exclusive ownership of any Intellectual Property invented, created, or developed by such employee or independent contractor within the scope of his or her employment or engagement with the Company.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVII, the Sellerseach Seller shall indemnify and defend, severally and but not jointly (in accordance with their Pro Rata Sharesbased on the proportion of the total Purchase Price actually received by each Seller), shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings "Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.213.20, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIVI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIVI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIVI);; or (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not deducted from the Closing Date Buyer Shares pursuant to Section 2.05(a).

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, the Sellers, Sellers shall jointly and severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Seller pursuant to this Agreement (other than in respect of Section 3.213.12, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIARTICLE VI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company 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 VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VI);; or (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not deducted from the Purchase Price in the determination of the Closing Date Payment pursuant to Section 2.4(a)(i).