Common use of Indemnification Generally Clause in Contracts

Indemnification Generally. (a) The Indemnifying Persons shall indemnify the Indemnified Persons from and against any and all Losses arising from or in connection with any Event of Indemnification. (b) Any Losses arising from a Parent Event of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fund.

Indemnification Generally. Subject to the approval of this Agreement by the Bankruptcy Court, whether or not the Rights Offering is consummated or this Agreement or the Purchase Commitment of any Backstop Purchaser is terminated, the Company (ain such capacity, the “Indemnifying Party”) The Indemnifying Persons shall indemnify and hold harmless the Backstop Purchasers and their respective officers, directors, employees, agents, advisors, counsel, representatives, controlling Persons and affiliates (each an “Indemnified Persons Person”) from and against any and all Losses losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), to which any such Indemnified Person may become subject arising from out of or in connection with any Event claim, challenge, litigation, investigation or proceeding with respect to the Rights Offering, the Purchase Commitments, this Agreement, the Ancillary Agreements or the Transactions, including without limitation, payment of Indemnification. (b) Any Losses arising from a Parent Event the Commitment Premium, distribution of Indemnification shall be paid from the Escrow Fund (as defined Rights, purchase and sale of Common Shares in the Indemnity Escrow AgreementRights Offering and purchase and sale of Common Shares and Preferred Shares pursuant to the Purchase Commitments or any breach of the Company of this Agreement or the Ancillary Agreements (a “Claim”), provided that the indemnification obligations regardless of the Stockholder after the Closing shall be limited whether any of such Indemnified Persons is a party thereto, and to the amounts deposited in the Escrow Fund; and (reimburse such Indemnified Persons for any reasonable legal or other than reasonable out-of-pocket expenses as they are incurred in connection with Fraud Claimsinvestigating, Tax, Title responding to or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding defending any of the foregoing, nothing contained provided, however, that the foregoing indemnification will not, as to any Indemnified Person, apply to Losses to the extent that they are finally judicially determined to have resulted from the bad faith, gross negligence or willful misconduct on the part of such Indemnified Person or have resulted from a material breach by such Indemnified Person of the terms of this Agreement or the Ancillary Agreements. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such Loss in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. It is hereby agreed that the relative benefits to the Indemnifying Party on the one hand and all Indemnified Persons on the other hand shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by the Company pursuant to the sale of Common Shares and Preferred Shares contemplated by this Section 8.2 Agreement bears to (ii) the Commitment Premium payable to the Backstop Purchasers. The Indemnifying Party also agrees that no Indemnified Person shall in have any way limit, impair, modify liability based on their comparative or contributory negligence or otherwise affect to the rights Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnified Persons (including rights available under the Securities Act Indemnifying Party, or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons other person in connection with any Claim, except as to any Indemnified Person to the extent that any Losses incurred by the Company are finally judicially determined to have resulted from bad faith, gross negligence or willful misconduct of such rights Indemnified Person in performing the services that are the subject of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate Ancillary Agreements; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything any of their activities related to the contrary in this Agreementforegoing. Furthermore, the indemnification Company hereby agrees that it shall not seek indirect, consequential or punitive damages as a result of any breach of the terms hereof. The indemnity, reimbursement and contribution obligations of the Stockholder Indemnifying Parties after Closing pursuant to Party under this Section 8.2(e) 8 shall be limited in addition to any liability that the Indemnifying Party may otherwise have to an aggregate total Indemnified Person and shall be binding upon and inure to the benefit of $10,000,000any successors, including assigns, heirs and personal representatives of the amounts deposited in the Escrow FundIndemnifying Party and any Indemnified Person.

Indemnification Generally. The Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) The Indemnifying Persons such Covered Person shall indemnify the Indemnified Persons from and against any and all Losses arising from provide security for his or in connection with any Event of Indemnification. her undertaking, (b) Any Losses arising from a Parent Event of Indemnification the Trust shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations insured against losses arising by reason of the Stockholder after the Closing shall be limited such Covered Person’s failure to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title fulfill his or Environmental Claimsher undertaking, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations a majority of the Parent Indemnifying Parties shall be limited to $10,000,000. Trustees who are disinterested persons and who are not Interested Persons of the Trust (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 provided that a majority of such Losses. (e) Notwithstanding any of Trustees then in office act on the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"matter), or independent legal counsel in a written opinion shall determine, based on a review of readily available facts (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) but not a full trial-type inquiry), that there is reason to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent believe such Covered Person ultimately will be entitled to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fundindemnification.

Indemnification Generally. Following the entry of the Backstop Order, the Company Parties (aeach an “Indemnifying Party” and collectively, the “Indemnifying Parties”) The Indemnifying shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective representatives and controlling Persons shall indemnify the (each, an “Indemnified Persons Person”) from and against any and all Losses arising from or in connection with any Event of Indemnification. (b) Any Losses arising from a Parent Event of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement)losses, provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; claims, damages, liabilities and reasonable costs and expenses (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions income Taxes of the Indemnity Escrow Agreement. Commitment Parties incurred as a result of participating in the transactions contemplated by this Agreement or the Plan) (ccollectively, “Losses”) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an that any such Indemnified Person exceeds $250,000 after has actually incurred or to which point the Indemnifying Persons shall indemnify the any such Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring Person has actually become subject resulting from any claim, demandchallenge, suit litigation, investigation or cause Legal Proceeding, arising out of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements Plan and the transactions contemplated hereby and thereby, regardless of whether any Indemnified Person is a party thereto, whether or thereby ("Fraud Claims"), (ii) any alleged breach of not such Legal Proceedings are brought by any of the representations Company Parties, their respective equity holders, Affiliates, creditors or warranties contained in Sections 3.1(cany other Person, and reimburse each Indemnified Person upon demand for reasonable and documented out-of-pocket attorneys’ fees and expenses (which shall be limited to one law firm, and one local counsel (to the extent necessary), 3.1(geach serving as counsel for all of the Indemnified Persons, taken as a whole) and other reasonable and documented out-of-pocket third-party expenses actually incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other Legal Proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), 3.1(pirrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (i) as to any Indemnified Person to the extent arising from a material breach or 3.2(a) failure by such Indemnified Person of this Agreement (a "Title, Tax including in connection with such Indemnified Person having defaulted on its obligation to exercise its Subscription Rights or Environmental Claim"pay the purchase price for such Commitment Party’s exercise of its Subscription Rights or Backstop Commitment of any Unsubscribed Notes or such Commitment Party’s failure to fund its obligations under the Direct Investment Raise), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (Bii) to enforce any the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction which finds to arise from the bad faith, willful misconduct, gross negligence or determines that the Company and/or the Indemnifying Persons, or any fraud of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fundsuch Indemnified Person.

Indemnification Generally. (a) The amount which the Indemnifying Persons Entity is or may be required to pay to any Indemnified Entity, or which is or may be required to be disbursed from the Escrow Fund in the case of an Indemnified Parent Entity, pursuant to this Article 9 shall indemnify be reduced (retroactively, if necessary) by any insurance proceeds, net Tax benefits (such amount to be the net present value of such Tax benefits as reasonably determined by the Parties at the time the indemnity payment is made) or other amounts recovered by or on behalf of such Indemnified Persons Entity related to the related Losses. If an Indemnified Entity shall have received the payment required by this Agreement from the Indemnifying Entity or the Escrow Fund, in the case of an Indemnified Parent Entity, in respect of Losses (including any Purchase Price adjustment with respect to the circumstances giving rise to such payment under this Article 9) and against any and all Losses arising from shall subsequently receive insurance proceeds or other amounts in respect of such Losses, then such Indemnified Entity shall promptly repay to the Indemnifying Entity a sum equal to the amount of such insurance proceeds or other amounts actually received, or, in the case of an Indemnified Parent Entity, shall promptly reimburse to the Escrow Fund (or in connection the event the Escrow Fund is no longer in existence, the Sellers in accordance with any Event the Payout Schedule) a sum equal to the amount of Indemnificationsuch insurance proceeds or other amounts actually received. (b) Any Losses arising from a Parent Event In addition to the requirements of Indemnification Section 9.04(a), each Indemnified Entity shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than obligated in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event any claim for indemnification under this Article 9 to use all commercially reasonable efforts to mitigate Losses upon and after becoming aware of Indemnification shall any event which could reasonably be effected in accordance with the terms and conditions of the Indemnity Escrow Agreementexpected to give rise to such Losses. (c) The indemnification obligations Subject to the rights of any Person providing insurance as contemplated by Section 9.04(a), the Parent Indemnifying Parties Entity shall be limited subrogated to $10,000,000any right of action that the Indemnified Entity may have against any other Person with respect to any matter giving rise to a claim for indemnification hereunder. (d) No payment for Losses The indemnification provided in this Article 9 shall be made until the aggregate amount exclusive post-Closing remedy available to any Party with respect to any breach of Losses incurred any representation, warranty, covenant or agreement in this Agreement, or otherwise in respect of the transactions contemplated by an Indemnified Person exceeds $250,000 this Agreement, except in the case of willful misconduct or fraud by such Party. In furtherance of the foregoing, each of Parent and its Affiliates, on the one hand, and each of the Sellers and the Management Member and their respective Affiliates, on the other hand, hereby waives, from and after which point the Indemnifying Persons shall indemnify Closing, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, willful misconduct or fraud) it may have against the Indemnified Persons for all accrued LossesSellers or the Management Member, or Parent, respectively, arising under or based upon this Agreement, any document or certificate delivered in connection herewith, any applicable Law (including any applicable Environmental Law) or otherwise (except pursuant to the first $250,000 of such Lossesindemnification provisions set forth in this Article 9). (e) Notwithstanding any All Losses shall be determined without duplication of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights recovery under other provisions of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger EquiPower Agreement or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations other document or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact agreement delivered in connection with this Agreement or the Certificate EquiPower Agreement. Without limiting the generality of Merger and the transactions contemplated hereby prior sentence, if a set of facts, conditions or thereby. Notwithstanding events constitutes a breach of more than one representation, warranty, covenant or agreement that is subject to an indemnification obligation under this Article 9 or under Article 9 of the foregoing or anything to the contrary in this EquiPower Agreement, only one recovery of Losses (and “Losses” as defined in the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(eEquiPower Agreement) shall be limited allowed, and in no event shall there be any indemnification or duplication of payments or recovery under different provisions of this Agreement or the EquiPower Agreement arising out of the same facts, conditions or events. (f) To the extent permitted by Law, any indemnity payment under this Agreement shall be treated as an adjustment to an aggregate total the Purchase Price for Tax purposes. (g) For the avoidance of $10,000,000doubt, including any adjustments made to the amounts deposited in the Escrow FundPurchase Price pursuant to Section 2.06 shall not be considered Losses for purposes of this Article 9.

Indemnification Generally. (a) The amount of Indemnifiable Losses which the Indemnifying Persons Entity is or may be required to pay to any Indemnified Entity pursuant to this Article 9 shall indemnify be (i) reduced (retroactively, if necessary) by any insurance proceeds or other amounts received by or on behalf of such Indemnified Entity or its Affiliates related to such Indemnifiable Losses and (ii) shall not include any Indemnifiable Loss with respect to a matter that was taken into account in the adjustments contemplated by Section 2.05. An Indemnified Persons Entity shall take, or cause its Affiliates to take, commercially reasonable actions to pursue payment from any Third Party with respect to any Indemnifiable Loss under any Contract, arrangement or commitment pursuant to which such Indemnified Entity or its Affiliates are entitled to reimbursement or indemnification with respect to such Indemnifiable Loss. If an Indemnified Entity shall have received the payment required by this Agreement from the Indemnifying Entity in respect of Indemnifiable Losses (including any Purchase Price adjustment with respect to the circumstances giving rise to such payment under this Article 9) and against shall subsequently receive (or any and all Losses arising from of its Affiliates shall subsequently receive) any insurance proceeds or other amounts in connection with any Event respect of Indemnificationsuch Indemnifiable Losses, then such Indemnified Entity shall promptly repay, or cause to be repaid, to the Indemnifying Entity a sum equal to the amount of such insurance proceeds or other amounts actually received. (b) Any Losses arising from a Parent Event In addition to the requirements of Indemnification Section 9.04(a), each Indemnified Entity shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than obligated in connection with Fraud Claims, Tax, Title any Claim for indemnification under this Article 9 to take commercially reasonable actions to mitigate Indemnifiable Losses upon and after becoming aware of any fact or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreementcircumstance that may give rise to such Indemnifiable Losses. (c) The Subject to the rights of any Person providing insurance as contemplated by Section 9.04(a), the Indemnifying Entity shall be subrogated to any right, defense or Claim that the Indemnified Entity may have against any other Person with respect to any matter giving rise to a Claim for indemnification obligations hereunder. Such Indemnified Entity shall cooperate with the Indemnifying Entity in a reasonable manner, at the sole cost and expense of the Parent Indemnifying Parties shall be limited to $10,000,000Entity, in presenting any subrogated right, defense or Claim. (d) No payment for Losses The indemnification provided in this Article 9 shall be made until the aggregate amount exclusive post-Closing remedy available to any Party or its Affiliates or Representatives with respect to any breach of Losses incurred any representation, warranty, covenant or agreement in this Agreement, the Other Transaction Agreements or otherwise in respect of the transactions contemplated by an Indemnified Person exceeds $250,000 after which point this Agreement, except in the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 case of such Lossesintentional fraud or willful misconduct. (e) Notwithstanding any All Indemnifiable Losses shall be determined without duplication of the foregoing, nothing contained in recovery under other provisions of this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, Agreement or any of them, had an intent to defraud other document or made a willful, intentional or reckless misrepresentation or willful omission of a material fact agreement delivered in connection with this Agreement. Without limiting the generality of the prior sentence, the Certificate if a set of Merger facts, conditions or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged events constitutes a breach of more than one representation, warranty, covenant or agreement of this Agreement that is subject to an indemnification obligation under this Article 9, only one recovery of Indemnifiable Losses shall be allowed with respect to such set of facts, conditions or events, and in no event shall there be any indemnification or duplication of payments or recovery under different provisions of this Agreement arising out of the representations same set of facts, conditions or warranties contained events. (f) For the avoidance of doubt, any adjustments made to the Purchase Price pursuant to Section 2.05 shall not be considered Indemnifiable Losses for purposes of this Article 9. (g) Neither Party shall have any right to off-set or set-off any payment due pursuant to this Article 9. (h) The Parties agree to treat any indemnity payment under this Agreement as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by a change in Sections 3.1(c)Law occurring after the date hereof, 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim")closing agreement with an applicable Taxing Authority, or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any a final non-appealable judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fundjurisdiction.

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (ain such capacity, the "Indemnifying Party") The Indemnifying Persons shall indemnify and hold harmless JPMSI and the Initial Backstop Parties, their respective affiliates and their respective officers, directors, employees, agents, advisors and controlling persons (each an "Indemnified Persons Person") from and against any and all Losses losses, claims, damages, liabilities joint or several, to which any such Indemnified Person may become subject arising from out of, relating to, or in connection with any Event of Indemnification. (b) Any Losses arising from a Parent Event of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement)claim, provided that the indemnification obligations of the Stockholder after the Closing shall be limited challenge, litigation, investigation or proceeding with respect to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud ClaimsBackstop Loan Commitment, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger Backstop Participation Agreement, the Plan or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding , including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or any breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or anything expenses to the contrary extent that they are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the indemnification Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Stockholder Indemnifying Parties after Closing pursuant to Party under this Section 8.2(e) 4 shall be limited in addition to any liability that the Indemnifying Party may otherwise have to an aggregate total Indemnified Person and shall be binding upon and inure to the benefit of $10,000,000any successors, including assigns, heirs and personal representatives of the amounts deposited in the Escrow FundIndemnifying Party and any Indemnified Person.

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (ain such capacity, the "Indemnifying Party") The Indemnifying Persons shall indemnify and hold harmless JPM and the Initial Backstop Parties, their respective affiliates and their respective officers, directors, employees, agents, advisors and controlling persons (each an "Indemnified Persons Person") from and against any and all Losses losses, claims, damages, liabilities joint or several, to which any such Indemnified Person may become subject arising from out of, relating to, or in connection with any Event of Indemnification. (b) Any Losses arising from a Parent Event of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement)claim, provided that the indemnification obligations of the Stockholder after the Closing shall be limited challenge, litigation, investigation or proceeding with respect to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud ClaimsBackstop Loan Commitment, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger Backstop Participation Agreement, the Plan or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding , including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or any breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or anything expenses to the contrary extent that they are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the indemnification Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Stockholder Indemnifying Parties after Closing pursuant to Party under this Section 8.2(e) 4 shall be limited in addition to any liability that the Indemnifying Party may otherwise have to an aggregate total Indemnified Person and shall be binding upon and inure to the benefit of $10,000,000any successors, including assigns, heirs and personal representatives of the amounts deposited in the Escrow FundIndemnifying Party and any Indemnified Person.

Indemnification Generally. The Borrower agrees to indemnify and hold harmless, the Lender, the Lender’s parent and Affiliates and the Lender’s parent’s and Affiliates’ officers, directors, shareholders, employees and agents (a) The Indemnifying Persons shall indemnify each and collectively, the “Indemnified Persons Parties”), from and against any and all Losses claims, liabilities, losses, damages, costs and expenses (whether or not such Indemnified Party is a party to any litigation), including without limitation, reasonable attorney’s fees and costs and costs of investigation, document production, attendance at depositions or other discovery, incurred by any Indemnified Party with respect to, arising from out of or in connection with as a consequence of (a) this Agreement or any of the other Financing Documents, including without limitation, any failure of the Borrower to pay when due (at maturity, by acceleration or otherwise) any principal, interest, fee or any other amount due under this Agreement or the other Financing Documents, or any other Event of Indemnification. Default; (b) Any Losses arising from a Parent Event the use by the Borrower of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fundany proceeds advanced hereunder; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. transactions contemplated hereunder; or (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit action or cause of action otherwise available to the Indemnified Persons based upon being asserted against (i) an allegation or allegations that the Company and/or the Indemnifying Persons, Borrower or any of themits Affiliates by any other Person, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of Indemnified Party by the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact Borrower in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or therebyhereunder. Notwithstanding the foregoing anything herein or anything elsewhere to the contrary in this Agreementcontrary, the indemnification obligations Borrower shall not be obligated to indemnify or hold harmless any Indemnified Party from any liability, loss or damage resulting from the gross negligence, willful misconduct or unlawful actions of any Indemnified Party. Any amount payable to the Lender under this Section will bear interest at the rate of interest then applicable to the outstanding principal balance of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including Loan from the amounts deposited in the Escrow Funddue date until paid.

Indemnification Generally. The Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) The Indemnifying Persons such Covered Person shall indemnify the Indemnified Persons from and against any and all Losses arising from provide security for his or in connection with any Event of Indemnification. her undertaking, (b) Any Losses arising from a Parent Event of Indemnification the Trust shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations insured against losses arising by reason of the Stockholder after the Closing shall be limited such Covered Person’s failure to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title fulfill his or Environmental Claimsher undertaking, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations a majority of the Parent Indemnifying Parties shall be limited to $10,000,000. Trustees who are disinterested persons and who are not interested persons of the Trust (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 provided that a majority of such Losses. (e) Notwithstanding any of Trustees then in office act on the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) but not a full trial-type inquiry), that there is reason to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent believe such Covered Person ultimately will be entitled to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fundindemnification.

Indemnification Generally. (a) By the Companies and the Seller. The Indemnifying Persons Seller and the Companies (but, with respect to the Companies, only if the Closing has not occurred), agree, jointly and severally, to be responsible for and shall pay and indemnify and hold harmless Purchaser and AHI and its directors, officers, employees and agents from, against and in respect of, the Indemnified Persons from and against full amount of any and all Losses liabilities, damages, claims, deficiencies, fines, assessments, losses, penalties, interest costs and expenses, including, without limitation, reasonable fees and disbursements of counsel (collectively, "Losses"), arising from, in connection with, or incident to (i) any breach or violation of any of the representations, warranties, covenants or agreements of the Seller or any of the Companies contained in this Agreement (other than the representations and warranties set forth in Section 4.26), the Disclosure Schedule, or any closing certificate delivered at Closing; (ii) any liability resulting from any litigation involving the Companies, if no accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet or if an accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet, to the extent such liability exceeds the accrual for such liability set forth on the Closing Date Balance Sheet, regardless of whether or not such litigation was disclosed by the Seller on Schedule 4.6; (iii) Seller's failure to obtain the approval of its shareholders of the consummation of the transactions contemplated hereby; (iv) any and all claims arising out of, relating to, resulting from or caused (whether in whole or in part) by any transaction, event, condition, occurrence or situation in any way relating to the Seller, its Subsidiaries (other than the Companies and the Company Subsidiaries) and the Transferred Company Subsidiaries or the conduct of their business at any time (v) the transfer of the Transferred Company Subsidiaries to the Seller; (vi) any Claims asserted by ▇▇▇▇▇▇ ▇'▇▇▇▇ against any of the Companies or the Company Subsidiaries; (vii) any liability arising from or in connection with relating to any Event of Indemnification. item set forth on Schedule 4.30, (bviii) Any Losses arising any liability resulting from a Parent Event of Indemnification shall be paid any shareholders derivative action instituted against the Seller relating to or resulting from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements Agreement and the transactions contemplated hereby or thereby and ("Fraud Claims"), (iiix) any alleged breach of and all actions, suits, proceedings, demands, assessments or judgments, costs and expenses incidental to any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fundforegoing.

Indemnification Generally. (a) The Indemnifying Persons Wherever it is provided in this Agreement or in any agreement or document delivered pursuant hereto that a party shall indemnify another party hereunder against liability or damages, such phrase, and words of similar import, shall mean that the Indemnified Persons indemnifying party hereby agrees to and does indemnify, defend and hold harmless the indemnified party and such party's direct and indirect shareholders or partners and their respective past, present and future officers, directors, employees, general and limited partners and agents from and against any and all Losses claims, damages, losses, liabilities and expenses (including, without being limited to, reasonable attorneys' fees and disbursements) to which they or any of them may become subject or which may be incurred by or asserted against any or all of them attributable to, arising from out of or in connection with any Event of Indemnificationthe matters provided for in such provision. (b) Any Losses arising from a Parent Event of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement)If any action, provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title suit or Environmental Claimsproceeding is commenced, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring if any claim, demanddemand or assessment is asserted in respect of which a party is indemnified hereunder or under any agreement or document delivered pursuant hereto, suit the indemnified party shall give notice thereof to the indemnifying party and the indemnifying party shall be entitled to control the defense, compromise or cause of action otherwise settlement thereof, at its own cost and expense, with counsel reasonably satisfactory to the indemnified party, and the indemnified party shall cooperate fully and make available to the Indemnified Persons based upon (i) an allegation indemnifying party such information under its control or allegations that in its possession relating thereto and may, at its own cost and expense, participate in such defense, subject to the Company and/or direction of the Indemnifying Persons, indemnifying party. The indemnified party shall not effect a settlement of any such claim or any proceeding without the prior written consent of them, had an intent the indemnifying party if the indemnifying party shall have irrevocably acknowledged in writing its obligation to defraud indemnify the indemnified party with respect to such claim or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with proceeding pursuant to this Agreement, the Certificate and indemnification provisions of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement shall cease to be in effect with respect to a given claim or proceeding if the Certificate party seeking to be indemnified shall have settled the matter at issue without consent of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything prior notice to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fundparty from whom indemnity is due.

Indemnification Generally. (a) The Subject to Section 7.1, from and after the Effective Time, Parent, Holdings and the Surviving Corporation, and their respective affiliates, officers, directors, stockholders, 76 shareholders, representatives and agents (collectively, the “Parent Indemnitees”), shall be indemnified and held harmless by each Escrow Holder (each an “Indemnifying Persons shall indemnify Party”) (severally in accordance with each such Indemnifying Party’s proportional share of the Indemnified Persons Total Merger Consideration payable in respect to all Indemnifying Parties and not jointly) from and against and in respect of any and all Losses resulting from, arising from out of, relating to, imposed upon or incurred by Parent, Holdings, Acquisition Sub, the Surviving Corporation or any other Parent Indemnitee by reason of: (i) any inaccuracy in or breach of any of the Company’s representations or warranties contained in this Agreement (including the Company Disclosure Schedule, the Updated Disclosure Schedule, other schedules and the Exhibits hereto, and any certificate furnished to Parent, Holdings, Acquisition Sub or any other Parent Indemnitee by or on behalf of the Company or any Indemnifying Party in connection with the Transactions, other than those described in Section 7.2(a)(iii)), disregarding, and without regard or giving effect to, any Event of Indemnification.limitations or qualifications thereto, including materiality, Material Adverse Effect on the Company, dollar “thresholds” and knowledge; (bii) Any Losses arising from a Parent Event any breach of Indemnification shall be paid from or failure to perform or comply with any covenant, undertaking or other agreement by the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing Company contained in this Section 8.2 shall Agreement (which breach or failure to perform or comply occurs prior to the Closing); (iii) any misrepresentation or inaccuracy in the information contained in the Capitalization Schedule, the Updated Capitalization Schedule, the Preliminary Closing Spreadsheet, or the Closing Consideration Spreadsheet or in any way limitcertificate furnished to Parent, impairHoldings, modify Acquisition Sub or otherwise affect the rights any other Parent Indemnitee by or on behalf of the Indemnified Persons (including rights available under the Securities Act Company or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons Party in connection with any of such rights the foregoing; (iv) any Company Transaction Expense in excess of the Indemnified Persons amount of Estimated Company Transaction Expenses; (Av) payments to bring any claim, demand, suit or cause holders of action otherwise available Dissenting Shares to the Indemnified Persons based extent such payments, in the aggregate, exceed the value of the amounts that otherwise would have been payable pursuant to Section 1.8 upon (i) an allegation or allegations that the Company and/or exchange of such Dissenting Shares, plus the Indemnifying Personsamount of expenses incurred by Parent, Holdings, Acquisition Sub, the Surviving Corporation or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact other Parent Indemnitee in connection with this Agreementany litigation, arbitration, mediation or settlement of such holders’ claims; (vi) Pre-Closing Taxes (other than Taxes to the Certificate extent taken into account as a liability in the determination of Merger or the Related Agreements and the transactions contemplated hereby or thereby Closing Working Capital as finally determined pursuant to Section 1.12); or ("Fraud Claims"), (iivii) any alleged breach of any of the representations or warranties contained in Sections 3.1(cmatters set forth on Schedule 7.2(a)(vii), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fund.

Indemnification Generally. (a) The amount of Indemnifiable Losses which the Indemnifying Persons Entity is required to pay to any Indemnified Entity pursuant to this Article VIII shall indemnify be reduced (retroactively, if necessary) by any insurance proceeds (net of recovery costs and other related costs, including deductibles and premium adjustments) actually received or recoverable by or on behalf of such Indemnified Entity or its Affiliates with respect to such Indemnifiable Losses, and an Indemnified Entity shall use Commercially Reasonable Efforts to receive or recover such proceeds or other amounts; provided that an Indemnified Entity has no obligation to pursue such recovery for Indemnifiable Losses prior to such Indemnified Entity's right to make a Claim for recovery pursuant to this Article VIII. An Indemnified Entity shall take, or cause its Affiliates to take, Commercially Reasonable Efforts to pursue payment from any Third Party with respect to any Indemnifiable Loss under any Contract, arrangement or commitment pursuant to which such Indemnified Entity or its Affiliates are entitled to reimbursement or indemnification with respect to such Indemnifiable Loss; provided, that such Commercially Reasonable Efforts shall be taken by the Indemnified Persons Entity at the Indemnifying Entity’s sole cost and expense. If an Indemnified Entity shall have received the payment required by this Agreement from the Indemnifying Entity in respect of Indemnifiable Losses (including any Purchase Price adjustment with respect to the circumstances giving rise to such payment under this Article VIII) and against shall subsequently receive (or any of its Affiliates shall subsequently receive) any insurance proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnified Entity shall promptly repay, or cause to be repaid, to the Indemnifying Entity a sum equal to the amount of such insurance proceeds or other amounts actually received (net of recovery costs and all Losses arising from or in connection with any Event of Indemnificationother related costs, including deductibles and premium adjustments). (b) Any Losses arising from a Parent Event In addition to the requirements of Indemnification Section 8.04(a), each Indemnified Entity shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than obligated in connection with Fraud Claims, Tax, Title any Claim for indemnification under this Article VIII to use Commercially Reasonable Efforts to mitigate Indemnifiable Losses upon and after becoming aware of any fact or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreementcircumstance that may give rise to such Indemnifiable Losses. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment Except for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, Claims arising from actual and intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact fraud in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this any Related Agreement, the indemnification obligations provided in this Article VIII shall be the exclusive post-Closing remedy available to any Party or its Affiliates or Representatives with respect to any breach of any representation, warranty, covenant or agreement in this Agreement or otherwise in respect of the Stockholder Indemnifying Parties after Closing transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Buyer, for itself and its Affiliates, does hereby irrevocably release Seller and its Affiliates from any and all Environmental Liabilities (other than Excluded Liabilities) resulting from or arising out of or in connection with the Transferred Assets except for the remedies expressly set forth in this Agreement and Claims arising from actual and intentional fraud in connection with this Agreement or any Related Agreement. In furtherance of, but subject to, the foregoing, Buyer, for itself and on behalf of its Affiliates, hereby irrevocably waives any and all rights and benefits with respect to such Environmental Liabilities that it now has, or in the future may have conferred upon it by virtue of any Law or common law principle, in each case, which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the time of executing the release, if knowledge of such claims would have materially affected such party's settlement with the obligor. In connection with the foregoing, Buyer hereby acknowledges that it is aware that factual matters now unknown to it and Seller or any of their respective Affiliates may have given, or hereafter may give, rise to Environmental Liabilities, and ▇▇▇▇▇ further agrees that the release set forth in this Section 8.04(c) has been negotiated and agreed upon in light of that awareness, and Buyer, for itself and its Affiliates, nevertheless hereby intends irrevocably to release Seller and its Affiliates from all such Environmental Liabilities (other than Excluded Liabilities) except for the remedies expressly set forth in this Agreement and Claims arising from actual and intentional fraud in connection with this Agreement or any Related Agreement. (d) All Indemnifiable Losses shall be determined without duplication of recovery under other provisions of this Agreement or any other document or agreement delivered in connection with this Agreement. Without limiting the generality of the prior sentence, if a set of facts, conditions or events constitutes a breach of more than one representation, warranty, covenant or agreement of this Agreement that is subject to an indemnification obligation under this Article VIII, only one recovery of Indemnifiable Losses shall be allowed with respect to such set of facts, conditions or events, and in no event shall there be any indemnification or duplication of payments or recovery under different provisions of this Agreement arising out of the same set of facts, conditions or events. (e) Except as set forth herein, neither Party shall have any right to off- set or set-off any payment due pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow FundArticle VIII.

Indemnification Generally. (a) The amount which the Indemnifying Persons Entity is or may be required to pay to any Indemnified Entity pursuant to this Article 8 shall indemnify be reduced (retroactively, if necessary) by any insurance proceeds or other amounts actually recovered by or on behalf of such Indemnified Entity related to the related Indemnifiable Losses (net of any costs and expenses incurred in pursuing such claim (including increases in insurance premiums as a result of such claims)). If an Indemnified Persons Entity shall have received the payment required by this Agreement from the Indemnifying Entity in respect of Indemnifiable Losses (including any Purchase Price adjustment with respect to the circumstances giving rise to such payment under this Article 8) and against shall subsequently receive insurance proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnified Entity shall promptly repay to the Indemnifying Entity a sum equal to the amount of such insurance proceeds or other amounts actually received (net of any costs and all Losses arising from or expenses incurred in connection with any Event pursuing such claim (including increases in insurance premiums as a result of Indemnificationsuch claims)). (b) Any Losses arising from a Parent Event In addition to the requirements of Indemnification Section 8.04(a), each Indemnified Entity shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than obligated in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event any claim for indemnification under this Article 8 to use all commercially reasonable efforts to mitigate Indemnifiable Losses upon and after becoming aware of Indemnification shall any event which would reasonably be effected in accordance with the terms and conditions of the Indemnity Escrow Agreementexpected to give rise to such Indemnifiable Losses. (c) The Except for the rights and remedies set forth in Section 2.10 (Post-Closing Adjustment), Section 2.11 (Earnout), Section 5.13 (Non-Solicitation; Confidentiality) and Section 10.07 (Specific Performance) and claims of, or causes of action arising from Fraud: (i) the indemnification obligations provided in this Article 8 shall be the exclusive post-Closing remedy available to any Party with respect to any breach of any representation, warranty, covenant or agreement in this Agreement; and (ii) in furtherance of the Parent Indemnifying foregoing, each of the Parties shall be limited and its Affiliates hereby waives, from and after the Closing, any and all rights, claims and causes of action it may have against the other Party arising under or based upon this Agreement or any certificate delivered in connection herewith (except with respect to $10,000,000the rights and remedies set forth in this Article 8). (d) No To the extent permitted by Law, any indemnity payment for Losses under this Agreement shall be made until treated as an adjustment to the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons Purchase Price for all accrued Losses, including the first $250,000 of such LossesTax purposes. (e) Notwithstanding For purposes of determining the amount of any Indemnifiable Loss hereunder (but not for the purpose of determining whether any breach has occurred or whether any representation or warranty is inaccurate or is not true and correct), the representations, warranties, covenants and agreements of the foregoing, nothing contained Parties set forth in this Section 8.2 shall Agreement or in any way limitother document or instrument delivered hereunder will be considered without regard to any materiality or Material Adverse Effect qualification set forth therein. (f) Neither Party will have any indemnification obligations relating to, impair, modify or otherwise affect the rights and none of the Indemnified Persons (including rights available under the Securities Act Buyer Entities or the Exchange Act) nor shall there Indemnified Seller Entities will be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) entitled to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited Article 8 for, any Indemnifiable Losses to an aggregate total of $10,000,000the extent that such Indemnifiable Losses were included, including the amounts deposited or should have been included, in the Escrow Fundcalculation of the Closing Date Net Working Capital Amount or the Closing Date Net Indebtedness Amount.

Indemnification Generally. (a) The Indemnifying Persons Each Indemnified Entity shall indemnify the Indemnified Persons from and against any and all Losses arising from or be obligated in connection with any Event claim for indemnification under this Article 9 to use all commercially reasonable efforts to obtain any insurance proceeds available to such Indemnified Entity with regard to the applicable claims and to recover any amounts to which it may be entitled in respect of Indemnificationthe applicable claims pursuant to contractual or other indemnification rights that it may have against Third Parties. The amount which the Indemnifying Entity is or may be required to pay to any Indemnified Entity pursuant to this Article 9 with respect to any Indemnifiable Loss shall be (i) reduced (retroactively, if necessary) by any net insurance proceeds or other amounts actually recovered from a Third Party by or on behalf of such Indemnified Entity in mitigation of, or related to, the related Indemnifiable Losses and (ii) (A) increased to take into account any additional Tax cost to the Indemnified Entity arising from the receipt of indemnification payments with respect to such Indemnifiable Loss and (B) decreased to take into account any Tax benefit to the Indemnified Entity with respect to such Indemnifiable Loss; provided, that the amount of any such Tax cost or Tax benefit shall be the net present value of such Tax cost or Tax benefit as reasonably determined by the parties at the time the indemnification payment is made. If an Indemnified Entity shall have received the payment required by this Agreement from the Indemnifying Entity in respect of Indemnifiable Losses (including any Purchase Price adjustment with respect to the circumstances giving rise to such payment under this Article 9) and shall subsequently receive net insurance proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnified Entity shall promptly repay to the Indemnifying Entity a sum equal to the amount of such net insurance proceeds or other amounts actually received; provided, however, that any indemnity payment under this Agreement shall be treated as an adjustment to the purchase price for income Tax purposes (except to the extent otherwise required pursuant to a determination within the meaning of Section 1313(a) of the Code). (b) Any Losses arising from a Parent Event In addition to the requirements of Indemnification Section 9.04(a), each Indemnified Entity shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than obligated in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event any claim for indemnification under this Article 9 to use all commercially reasonable efforts to mitigate Indemnifiable Losses upon and after becoming aware of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreementany such Indemnifiable Losses. (c) The indemnification obligations provided in this Article 9 shall be the exclusive post-Closing remedy available to any Party hereto with respect to any breach of any representation, warranty, covenant or agreement in this Agreement, or otherwise in respect of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until transactions contemplated by this Agreement, except in the aggregate amount case of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any fraud. In furtherance of the foregoing, nothing contained in this Section 8.2 shall in each Party hereby waives, from and after the Closing, any way limitand all rights, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause claims and causes of action otherwise available to (other than claims of, or causes of action arising from, fraud) it may have against the Indemnified Persons other Parties arising under or based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger any document or the Related Agreements and the transactions contemplated hereby or thereby certificate delivered in connection herewith, any applicable Law ("Fraud Claims"), (ii) including any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(prelating to environmental matters) or 3.2(a) (a "Titleotherwise, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything except pursuant to the contrary indemnification provisions set forth in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow FundArticle 9.

Indemnification Generally. (a) The Indemnifying Persons shall indemnify the Indemnified Persons from and against any and all Losses losses, demands, actions or causes of action, suits, proceedings, investigations, arbitrations, claims, shortages, damages, liabilities (contingent or otherwise), payments, obligations, expenses (including reasonable attorneys', accountants', consultants' and EXECUTION COPY-APRIL 29, 2005 36 expert witnesses' fees), assessments and Taxes (including interest or penalties thereon) sustained, suffered or incurred by any Indemnified Person arising from or in connection with any such matter that is the subject of indemnification under Section 6.2 hereof ("LOSSES") arising from or in connection with any Event of Indemnification. (b) Any Subject to the provisions of Section 6.2(e), all Losses arising from with respect to a Parent Buyer Event of Indemnification described in Section 6.1(a)(i) shall be paid asserted against and satisfied solely from the Escrow Fund Funds (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations unless such Loss is caused by a breach of the Stockholder after representations and warranties made by the Closing Seller in Sections 3.1(a) -(d), (h), (i), (k) or (l), in which event such indemnification shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow AgreementClosing Cash Payment. (c) The Subject to the provisions of Section 6.2(e), no indemnification obligations of the Parent Indemnifying Parties shall be limited payable to $10,000,000. (d) No payment for Losses shall be made a Buyer Indemnified Person until the aggregate amount of Losses related solely to those incurred by an all Buyer Indemnified Person Persons as a result of a Buyer Event of Indemnification described in Section 6.1(a)(i)(A) exceeds $250,000 after which point 100,000, whereupon the Indemnifying Buyer Indemnified Persons shall indemnify be entitled to receive the Indemnified Persons for full amount of all accrued Losses, Losses (including the first $250,000 100,000 of such Losses); provided, however, with respect to any breach of the representations and warranties set forth in Section 3.1(e), no indemnification shall be payable to a Buyer Indemnified Person until the aggregate amount of Losses, exceeds $20,000, whereupon the Buyer Indemnified Persons shall be entitled to receive the full amount of all Losses (including the first $20,000 of such Losses). (d) The maximum aggregate liability of the Buyer Indemnifying Persons pursuant to this Article VI with respect to Losses resulting from all Seller Events of Indemnification described in Section 6.1(a)(ii) shall be the amount of the Escrow Funds. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 Agreement shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons Persons, nor shall the provisions of Sections 6.2(b) or 6.2(c) apply, in connection with any of such rights of the Indemnified Persons (A1) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an any allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, Seller had an intent to defraud or made a willful, willful or intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger Agreement or the any Related Agreements Agreement and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental ClaimFRAUD CLAIMS"), or (iiiii) the SWI Distribution Liability any Buyer Event of Indemnification described in Section 6.1(a)(i) ("SWI Distribution Liability Claims") B), (C), or (BD),, or (2) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with any claim, demand, suit or cause of action described in clause (1) of this Agreement Section 6.2(e) or (3) arising out of the Certificate breach of Merger and any of the transactions contemplated hereby covenants or thereby. Notwithstanding agreements contained in any of the foregoing or anything Related Agreements (f) The parties agree that payment pursuant to an indemnification obligation under this Article VI shall be treated for federal income tax purposes as an adjustment to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow FundPurchase Price.

Indemnification Generally. (a) The Indemnifying Persons shall indemnify and hold harmless the Indemnified Persons from and against any and all Losses with respect to, arising from out of or in connection with any Event of Indemnification; provided that, the maximum aggregate liability hereunder of the Seller Indemnifying Parties, on the one hand, and of the Buyer Indemnifying Parties, on the other hand, shall be an amount equal to $1,500,000 (the "Indemnification Cap"); provided, however, that the maximum aggregate liability with respect to any Losses to the extent with respect to, arising out of or in connection with (i) a breach of the representations and warranties contained in the first sentence of Section 2.8 ("Section 2.8 Breaches"); (ii) a breach of the representations and warranties set forth in Section 2.7, 2.14, 2.15 or 2.16, (iii) non-fulfillment or breach of the covenants or agreements set forth in Article VII, and (iv) any liabilities of a Party for Taxes (clauses (ii), (iii) and (iv) collectively, the "Carve-Out Events"), shall be an amount equal to the Purchase Price. Notwithstanding anything herein to the contrary, any claims for Losses to the extent with respect to, arising out of or in connection with fraud or Section 2.23 may be asserted without regard to the Indemnification Cap or any other maximum liability and the applicable Indemnifying Party shall be liable for any and all such Losses. (bi) Any Losses arising from a Parent Event of Indemnification No indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited payable to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made an Indemnified Person until the aggregate amount of Losses incurred by an all Indemnified Persons related to such Indemnified Person as a result of all Events of Indemnification exceeds $250,000 after which point 150,000 (the Indemnifying "Deductible Amount"), whereupon such Indemnified Persons shall indemnify be entitled to receive the amount of all Losses in excess of the Deductible Amount; provided, however, that (A) the Deductible Amount shall not be applicable with respect to, and the Indemnified Persons for shall be entitled to payment of any and all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding Losses incurred by any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or with respect to any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or and warranties contained set forth in Sections 3.1(c), 3.1(g), 3.1(pthe first sentence of Section 2.10(a) or 3.2(ain respect of any liabilities and obligations of the Seller arising prior to the Closing Date to the extent continuing after the Closing Date ("Carry-Over Liabilities") (a "Titleprovided that no indemnification shall be paid to any Indemnified Person with respect to any Carry-Over Liabilities until the Carry-Over Liabilities total $50,000, Tax or Environmental Claim")provided further that after such threshold is reached any and all such Losses shall be fully indemnified from the first dollar) and any Carve-Out Events, or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or and (B) the Deductible Amount shall equal $10,000 with respect to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fund.2.8

Indemnification Generally. (a) The Indemnifying Persons Wherever it is provided in this Agreement or in any agreement or document delivered pursuant hereto that a party shall indemnify another party hereunder against liability or damages, such phrase and words of similar import shall mean, without limitation of the Indemnified Persons applicable clause of this Agreement or such other agreement or document, that the indemnifying party hereby agrees to and does indemnify, defend and hold harmless the indemnified party and such party’s direct and indirect shareholders, members and partners and their respective past, present and future officers, directors, employees and agents from and against any and all Losses claims, damages, losses, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees and disbursements) to which they or any of them may become subject or which may be incurred by or asserted against any or all of them attributable to, arising from out of or in connection with any Event of Indemnificationthe matters provided for in such provision. (b) Any Losses arising from If any action, suit or proceeding is commenced, or if any claim, demand or assessment is asserted in respect of which a Parent Event of Indemnification party is indemnified hereunder or under any agreement or document delivered pursuant hereto, the indemnified party shall give notice thereof to the indemnifying party and the indemnifying party shall be paid entitled to control the defense, compromise or settlement thereof, subject to the approval of the indemnified party, not to be unreasonably withheld or delayed, at the cost and expense of the indemnifying party, with counsel reasonably satisfactory to the indemnified party; provided, however, that if any such compromise or settlement does not fully release the indemnified party from all claims relating to the Escrow Fund (as defined indemnified matter, the indemnifying party shall not agree to such compromise or settlement without the prior approval of the indemnified party, which may be withheld in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; indemnified party’s sole and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreementabsolute discretion. (c) The indemnification obligations provisions of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 10.18 shall in any way limit, impair, modify survive the Closing or otherwise affect the rights earlier termination of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fund.

Indemnification Generally. (a) The amount of Indemnifiable Losses which the Indemnifying Persons Entity is or may be required to pay to any Indemnified Entity pursuant to this Article 8 shall indemnify be reduced without duplication (retroactively, if necessary) (i) by any insurance proceeds or other amounts received or recoverable by or on behalf of such Indemnified Entity or its Affiliates related to such Indemnifiable Losses, (ii) any Tax benefit actually realized by such Indemnified Entity or its Affiliates as a result of such Indemnifiable Losses, and (iii) to the extent any such Indemnifiable Loss is reserved for in the Financial Statements (including the notes thereto). An Indemnified Entity shall take, or cause its Affiliates to take, all necessary and appropriate actions to pursue payment from any Third Party with respect to any Indemnifiable Loss under any Contract, arrangement or commitment pursuant to which such Indemnified Entity or its Affiliates are entitled to reimbursement or indemnification with respect to such Indemnifiable Loss. If an Indemnified Entity shall have received the payment required by this Agreement from the Indemnifying Entity in respect of Indemnifiable Losses and shall subsequently receive (or any of its Affiliates shall subsequently receive) any insurance proceeds or other amounts or shall subsequently realize (or any of its Affiliates shall subsequently realize) any Tax benefit in respect of such Indemnifiable Losses, then such Indemnified Entity shall promptly repay, or cause to be repaid, to the Indemnifying Entity a sum equal to the amount of such insurance proceeds or other amounts actually received or such Tax benefit actually realized. For purposes of this Section 8.04(a), a Tax benefit will be deemed to be realized by an Indemnified Entity with respect to an Indemnifiable Loss in a taxable period if, and to the extent that, either (A) the Indemnified Persons from and against Entity or any and all Losses arising from of its Affiliates (including Purchaser) receives a refund or in connection with other return of Taxes paid that would not have been received but for any Event Tax losses or deductions attributable to such Indemnifiable Loss (treating such Tax losses or deductions as the last item claimed for any taxable period), or (B) the Indemnified Entity’s or any of Indemnificationits Affiliates’ (including Purchaser’s) cumulative liability for Taxes for such taxable period, calculated by excluding the relevant Tax losses or deductions attributable to such Indemnifiable Loss, exceeds the Indemnified Party’s or any of its Affiliates’ actual liability for Taxes for such taxable period, calculated by taking into account the relevant Tax losses or deductions attributable to such Indemnifiable Loss (treating such Tax losses or deductions as the last item claimed for any taxable period). (b) Any Losses arising from a Parent Event In addition to the requirements of Indemnification Section 8.04(a), each Indemnified Entity shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than obligated in connection with Fraud Claimsany Claim for indemnification under this Article 8 to take all necessary and appropriate actions (or cease taking actions) to mitigate Indemnifiable Losses upon and after becoming aware of any fact or circumstance that may give rise to such Indemnifiable Losses. In the event an Indemnified Entity fails to take such actions, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event such Indemnifying Entity shall have no liability for any portion of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreementsuch Indemnifiable Losses that reasonably could have been avoided had such Indemnified Entity taken such actions. (c) The Subject to the rights of any Person providing insurance as contemplated by Section 8.04(a), the Indemnifying Entity shall be subrogated to any right, defense or Claim that the Indemnified Entity may have against any other Person with respect to any matter giving rise to a Claim for indemnification obligations hereunder. Such Indemnified Entity shall cooperate with the Indemnifying Entity in a reasonable manner, at the sole cost and expense of the Parent Indemnifying Parties shall be limited to $10,000,000Entity, in presenting any subrogated right, defense or Claim. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued LossesExcept as expressly provided in this Article 8, including Section 8.01 and Section 8.02, after the first $250,000 Tier Two Closing, no Party shall have any liability to another Party, including with respect to any breach of such Lossesany representation, warranty, covenant or agreement in this Agreement or otherwise, under this Agreement or in respect of the transactions contemplated hereby. In furtherance of the foregoing, (i) each Indemnified Purchaser Entity hereby waives, from and after the Tier Two Closing, any and all rights and Claims it may have against the Sellers arising under or based upon this Agreement, any document or certificate delivered in connection herewith, any applicable Law (including any applicable Environmental Law) or otherwise (except pursuant to the indemnification provisions set forth in this Article 8), and (ii) the Parties agree that no breach of any representation, warranty, covenant or agreement in this Agreement, individually or in the aggregate, shall give rise to any right on the part of any Party to rescind this Agreement or any of the transactions contemplated hereby. (e) Notwithstanding any All Indemnifiable Losses shall be determined without duplication of the foregoing, nothing contained in recovery under other provisions of this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, Agreement or any of them, had an intent to defraud other document or made a willful, intentional or reckless misrepresentation or willful omission of a material fact agreement delivered in connection with this Agreement. Without limiting the generality of the prior sentence, the Certificate if a set of Merger facts, conditions or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged events constitutes a breach of more than one representation, warranty, covenant or agreement of this Agreement that is subject to an indemnification obligation under this Article 8, only one recovery of Indemnifiable Losses shall be allowed with respect to such set of facts, conditions or events, and in no event shall there be any indemnification or duplication of payments or recovery under different provisions of this Agreement arising out of the same set of facts, conditions or events. (f) The Sellers shall not have any liability for any Indemnifiable Losses that represent the cost of repairs, replacements or improvements to the extent that such repairs, replacements or improvements enhance the value of the repaired, replaced or improved asset or property above its value on the applicable Closing Date or which represent the cost of repair or replacement exceeding the lowest reasonable cost of repair or replacement. (g) In no event shall the Sellers have any liability for any Indemnifiable Losses to the extent that such Indemnifiable Losses are caused by or exacerbated by any action or omission by any of the representations Indemnified Purchaser Entities following the Tier One Closing. (h) Neither Party shall have any right to off-set or warranties contained in Sections 3.1(c), 3.1(g), 3.1(pset-off any payment due pursuant to this Article 8. (i) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations no Indemnifying Party shall have any liability for Indemnifiable Losses if an Indemnified Entity had knowledge, as of the Stockholder date hereof and at any time during the Interim Period, of any fact or circumstance that, with or without notice or the passage of time, would reasonably be expected to give such Indemnified Entity the right to seek any remedy against such Indemnifying Parties after Closing pursuant Party under this Article 8. (j) Notwithstanding anything to the contrary in this Section 8.2(eAgreement, in no event shall any Indemnifying Entity’s liability for Indemnifiable Losses with respect to any Non-Wholly Owned Acquired Company exceed an amount equal to such Indemnifying Party’s pro rata share of such Non-Wholly Owned Acquired Company as determined by reference to such Indemnifying Entity’s ownership interest in such Non-Wholly Owned Acquired Company at the relevant time and the applicable allocation provisions of the Organizational Documents governing such Non-Wholly Owned Acquired Company at the relevant time. (k) All indemnification payments made under this Agreement shall be limited treated by the Parties as an adjustment to an aggregate total of $10,000,000the Purchase Price for all Tax purposes, including the amounts deposited in the Escrow Fundunless otherwise required by Law.

Indemnification Generally. (a) The Indemnifying Persons shall indemnify and hold harmless the Indemnified Persons from and against any and all Losses arising from or in connection with any Event of Indemnification. (b) Any Losses arising from a Parent Event of Indemnification , which shall first be paid from the Escrow Fund (as defined Indemnification Holdback and then by each Indemnifying Person from amounts not contained in the Indemnity Escrow Agreement), Indemnification Holdback; provided that the indemnification obligations of shareholders of the Stockholder after Company beyond amounts deposited in the Closing Indemnification Holdback shall be limited to their pro-rata portion of the aggregate Merger Consideration. The Indemnifying Persons shall each have a right of contribution from all other Indemnifying Persons. Such right of contribution shall be enforceable by any Indemnifying Person who has paid the entire amount of any Loss or more than such person's pro rata share of any Loss. Such right of contribution shall be limited to the amounts deposited excess amount of any Loss paid by the Indemnifying Person over such person's pro rata share of the Loss. In no event shall any Indemnifying Person be compelled to make a contribution beyond such person's pro rata share of a Loss. For purposes of the right of contribution provided in the Escrow Fund; and (other than in connection with Fraud Claimsthis Section 8.2(a), Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event an Indemnifying Person's pro rata share of Indemnification any Loss shall be effected in accordance with the terms and conditions percentage determined by dividing such person's share of the Indemnity Escrow AgreementMerger Consideration by the total amount of the Merger Consideration. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (eb) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger Agreement or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. . (c) Notwithstanding the foregoing foregoing, the Indemnifying Persons shall not be required to pay any amount with respect to any claim pursuant to this Article VIII unless (i) the amount of Losses for a single claim is at least $5,000 and (ii) the aggregate of all Losses exceeds $100,000, in which event the Indemnifying Persons shall be liable for the amount of all such Losses; provided, however, that the $100,000 "basket" will not apply to any intentional breach by the Company of any covenant or anything to the contrary obligation set forth in this Agreement, the . The Indemnifying Persons' liability (for indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant or otherwise) with respect to claims under this Section 8.2(e) Article VIII shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fund.not exceed

Indemnification Generally. (a) By the Seller and the Principal Shareholders. The Indemnifying Persons shall Seller and the Principal Shareholders agree, jointly and severally, to be responsible for, pay, indemnify and hold harmless Purchaser and ▇▇▇▇▇▇ and their respective directors, officers, employees and agents (the “Purchaser Indemnified Persons from Parties”) from, against and against in respect of, the full amount of any and all Losses liabilities, damages, claims, deficiencies, fines, assessments, losses, Taxes, penalties, interest, costs and expenses, including, without limitation, reasonable fees and disbursements of counsel (collectively, “Losses”) arising from or from, in connection with any Event of Indemnification. (b) Any Losses arising from a Parent Event of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claimswith, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon incident to: (i) an allegation or allegations that the Company and/or the Indemnifying Personsany breach, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach inaccuracy of any of the representations or warranties of the Seller or the Principal Shareholders contained in Sections 3.1(c)this Agreement or any of the Seller Ancillary Agreements, 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim")the Shero Employment Agreement, or any other agreement referred to herein or delivered at or prior to the Closing; (ii) any breach of Seller or the Principal Shareholders of any covenants or agreements contained in this Agreement or any of the Seller Ancillary Agreements, the Shero Employment Agreement, or any other agreement referred to herein and delivered at to the Closing; (iii) any failure by the SWI Distribution Liability ("SWI Distribution Liability Claims") Seller or (B) the Principal Shareholders to enforce perform any judgment obligations contained in this Agreement or any of a court of competent jurisdiction which finds or determines that the Company and/or Seller Ancillary Agreements, the Indemnifying PersonsShero Employment Agreement, or any other agreement referred to herein and delivered at to the Closing; (iv) any liability resulting from any litigation involving the Seller, if no accrual for such liability was taken into account in the preparation of themthe Closing Date Balance Sheet or if an accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet, had an intent to defraud the extent such liability exceeds the accrual for such liability set forth on the Closing Date Balance Sheet, regardless of whether or made a willful misrepresentation not such litigation was disclosed by the Seller on Schedule 4.6; (v) any and all Taxes and related penalties, interest or omission other charges for any unaccrued or unreported Tax liabilities with respect to the Seller or the Purchased Assets for all periods prior to or including the Closing Date; (vi) any and all claims or liabilities, other than Assumed Liabilities, arising out of, relating to, resulting from or caused (whether in whole or in part) by any transaction, event, condition, occurrence, situation, omission, or failure to comply with Applicable Law in any way relating to the Purchased Assets, the Seller or the conduct of a material fact the Business arising or occurring on or prior to the Closing Date without regard to whether such claim exists on the Closing Date or arises at any time thereafter; (vii) any failure of the Seller or the Principal Shareholders to perform or satisfy any liability or obligation of the Seller of any nature, fixed, absolute, accrued, contingent, or otherwise, not assumed hereunder by the Purchaser, including any Excluded Liability, (viii) any and all claims or liabilities resulting from or arising out of the Seller Leases prior to the Closing Date, (ix) any claim or liability arising out of or related to the Seller’s failure to obtain any consent set forth on Schedule 4.3 hereto; and (x) any and all actions, suits, proceedings, demands, assessments or judgments, costs and expenses incidental to any of the foregoing. (b) By ▇▇▇▇▇▇ and the Purchaser. ▇▇▇▇▇▇ and the Purchaser agree, jointly and severally, to be responsible for, pay and indemnify and hold harmless the Seller, the Principal Shareholders, and their respective directors, officers, employees and agents (“Seller Indemnified Parties”) from, against and in respect of, the full amount of any and all Losses arising from, in connection with this Agreement with, or incident to (i) any breach or inaccuracy of any of the representations or warranties of ▇▇▇▇▇▇ or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary Purchaser contained in this Agreement, the indemnification obligations any of the Stockholder Indemnifying Parties after Closing pursuant ▇▇▇▇▇▇ Ancillary Agreements or the Purchaser Ancillary Agreements, or any other agreement referred to herein and delivered at the Closing; (ii) any breach of ▇▇▇▇▇▇ or the Purchaser of any covenants or agreements contained in this Section 8.2(eAgreement, any of the ▇▇▇▇▇▇ Ancillary Agreements or the Purchaser Ancillary Agreements, or any other agreement referred to herein and delivered at the Closing; (iii) shall be limited any failure by ▇▇▇▇▇▇ or the Purchaser to an aggregate total perform any obligations contained in this Agreement, any of $10,000,000the ▇▇▇▇▇▇ Ancillary Agreements or the Purchaser Ancillary Agreements, including or any other agreement referred to herein and delivered at the amounts deposited in Closing; (iv) any failure of the Escrow FundPurchaser to perform or satisfy any Assumed Liability, and (v) any and all claims actions, suits, proceedings, demands, assessments or judgments, costs and expenses incidental to any of the foregoing.

Indemnification Generally. (a) The Indemnifying Persons shall From and after Closing, Seller agrees to indemnify the Purchaser Indemnified Persons for, and hold each of them harmless from and against against, any and all Losses resulting from, arising from out of, or caused by, any of the following (each, a “Purchaser Indemnification Event”): (i) the inaccuracy or breach of any representation or warranty of the Seller contained in this Agreement, the Escrow Agreement, or any certificate delivered by the Seller in connection with any Event of Indemnification.herewith or therewith at the Closing; (bii) Any Losses arising from a Parent Event the breach by the Seller of Indemnification shall be paid from any agreement or covenant of the Seller contained in this Agreement or the Escrow Fund Agreement; (as defined in iii) the Indemnity Escrow Agreement), provided that the indemnification obligations failure of the Stockholder after the Closing shall be limited Seller to the amounts deposited in the Escrow Fund; and timely pay, perform or discharge any Retained Liability; (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims iv) any Excluded Asset; (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance v) any failure to comply with the terms and conditions of any applicable bulk sales or bulk transfer or similar laws that may be applicable to the Indemnity sale or transfer of the Acquired Assets; or (vi) any Loss arising out of or due to a breach of the Westamerica Equipment Leases resulting from the assignment of such leases to Purchaser without the consent of the lessor thereunder. (b) From and after the Closing, the Purchaser shall indemnify the Seller (and with respect to clause (v) below, the Shareholders) for, and hold them harmless from and against, any and all Losses resulting from any of the following (each, a “Seller Indemnification Event”): (i) the inaccuracy or breach of any representation or warranty of the Purchaser contained in this Agreement, the Escrow Agreement or any certificate delivered by the Purchaser in connection herewith or therewith at the Closing; (ii) the breach by the Purchaser of any agreement or covenant of the Purchaser contained in this Agreement or the Escrow Agreement; (iii) the failure of the Purchaser to timely pay, perform or discharge any Assumed Liability; (iv) ownership of the Acquired Assets or the operation by the Purchaser of its business subsequent to the Closing; or (v) other than Losses covered by Section 8.1(a)(vi), any Loss arising out of or due to a breach after Closing of the Westamerica Equipment Leases of any covenant applicable to the lessee thereunder. (c) The indemnification obligations From and after the Closing, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, solely as Trustee of the Parent Indemnifying Parties shall be limited ▇▇▇▇▇▇ ▇▇▇▇▇▇ 2007 Irrevocable Trust, agree to $10,000,000. (d) No payment for Losses shall be made until jointly and severally indemnify and defend the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Purchaser Indemnified Persons for for, and hold each of them harmless from and against, any and all accrued LossesLosses resulting from, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Personsarising out of, or any of them, had an intent caused by intentional fraud related to defraud this Agreement or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of committed by any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) Shareholders (a "Title, Tax or Environmental Claim"“Shareholder Indemnification Event”), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fund.

Indemnification Generally. (a) The amount which the Indemnifying Persons Entity is or may be required to pay to any Indemnified Entity pursuant to this Article 8 shall indemnify be reduced (retroactively, if necessary) by any insurance proceeds, Tax benefits actually received in the year in which the relevant indemnification payment is made or in a prior year or other amounts actually received by or on behalf of such Indemnified Entity related to the related Indemnifiable Losses. If an Indemnified Entity shall have received the payment required by this Agreement from the Indemnifying Entity in respect of Indemnifiable Losses and shall subsequently receive insurance proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnified Entity shall promptly repay to the Indemnifying Entity a sum equal to the amount of such insurance proceeds or other amounts actually received; provided, that the amount to be repaid by the Indemnified Persons Entity pursuant to the foregoing shall not exceed the payment received from and against any and all Losses arising from or the Indemnifying Entity in connection with any Event respect of IndemnificationIndemnifiable Losses. (b) Any Losses arising from a Parent Event of Indemnification The indemnification provided in this Article 8, subject to the limitations set forth in Article 7 and this Article 8, shall be paid from the Escrow Fund (as defined exclusive post-Closing remedy available to any Party with respect to any breach of any representation, warranty, covenant or agreement in this Agreement, or otherwise in respect of the transactions contemplated by this Agreement, except in the Indemnity Escrow Agreement), provided that the indemnification obligations case of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow AgreementFraud. (c) The indemnification obligations of To the Parent Indemnifying Parties extent permitted by Law, any indemnity payment under this Agreement shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by treated as an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available adjustment to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Purchase Price for Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fundpurposes.

Indemnification Generally. (a) The From and after the Closing, subject to the further terms of this Article 11, Seller Indemnifying Persons shall Persons, jointly and severally, agree to indemnify the each Purchaser Indemnified Persons Person for, and hold them harmless from and against against, any and all Purchaser Losses arising from or in connection with any Event of Indemnificationthe following: (i) the untruth, inaccuracy or breach of any representation or warranty (other than the Excluded Representations) of Sellers contained in this Agreement giving effect, subject to Section 10.2(a), to any supplements to the Seller Disclosure Schedule; (ii) the untruth, inaccuracy or breach of any Excluded Representation of Sellers contained in this Agreement giving effect, subject to Section 10.2(a), to any supplements to the Seller Disclosure Schedule; (iii) the breach or violation of or failure to perform any agreement, undertaking, obligation or covenant of Sellers contained in this Agreement; (iv) any Excluded Liability or Excluded Asset; (v) the assertion of any Losses against any Purchaser Indemnified Person arising out of, relating to or in connection with any fee, commission or like payment due any broker, finder or financial advisor for Sellers in connection with the transactions contemplated by this Agreement; and (vi) any amounts that are the responsibility of Sellers pursuant to Sections 7.10 or 9.2 hereof. (b) Any From and after the Closing, subject to the further terms of this Article 11, Purchaser Indemnifying Person agrees to indemnify Seller Indemnified Persons for, and hold them harmless from and against, any and all Seller Losses arising from a Parent Event of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon following: (i) an allegation the untruth, inaccuracy or allegations that breach of any representation or warranty of Purchaser contained in this Agreement giving effect to any supplement to the Company and/or schedules hereto; (ii) the Indemnifying Personsbreach of any agreement, undertaking, obligation or covenant of Purchaser contained in this Agreement; (iii) any Assumed Liability; (iv) the assertion of themany Losses against any Seller Indemnified Person arising out of, had an intent relating to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreementany fee, the Certificate of Merger commission or the Related Agreements and like payment due any broker, finder or financial advisor for Purchaser in connection with the transactions contemplated hereby or thereby by this Agreement; and ("Fraud Claims"), (iiv) any alleged breach amounts that are the responsibility of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing Purchaser pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow FundSections 7.10 or 9.2 hereof.

Indemnification Generally. (a) The Article X Indemnifying Persons shall indemnify and hold harmless the Article X Indemnified Persons from and against any and all Article X Losses arising from or in connection with any Article X Event of Indemnification., which shall be paid solely in the form of Shares, subject to the additional limitations set forth in this ARTICLE X. (b) Any Notwithstanding the foregoing, the Article X Indemnifying Persons shall not be required to pay any amount with respect to any claim pursuant to Article X unless the aggregate amount of all Article X Losses exceeds the Deductible, in which event the Article X Indemnifying Persons shall be liable only for the amount of the Article X Losses in excess of the Deductible. The provisions of this Section 10.2(b) shall not apply to any Article X Losses arising from a Parent Event under Section 10.1(a)(i) in respect of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreementbreaches of Section 4.1, 4.2, 4.3(a), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title 4.3(b) or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement4.6. (c) The indemnification obligations Notwithstanding the foregoing, the Article X Indemnifying Persons shall not be liable for any single or related Article X Losses that, when taken together with all related Article X Losses arising out of the Parent Indemnifying Parties shall be limited to $10,000,000same facts and circumstances, do not exceed €50,000. (d) No payment The Article X Indemnifying Persons’ liability for Losses any Article X Loss under Article X shall be made until not exceed the aggregate amount number of Losses incurred by an Indemnified Person exceeds $250,000 Shares equal to 10% of the Share Number, it being provided that after which point the twelve-month anniversary the Article X Indemnifying Persons Persons’ liability hereunder shall indemnify not exceed 3 1/3% of the Indemnified Persons for all accrued LossesShare Number. The provisions of this Section 10.2(d) shall not apply to breaches of Section 4.1, including the first $250,000 of such Losses4.2, 4.3(a), 4.3(b) or 4.6. (e) Notwithstanding For the avoidance of doubt, any liability of the foregoing, nothing contained in this Section 8.2 Article X Indemnifying Persons hereunder shall in any way limit, impair, modify or otherwise affect be paid and settled by delivery of Shares to the rights Article X Indemnified Persons. (f) Any indemnification due by the Article X Indemnifying Persons shall be based on the amount of the Article X Loss actually suffered by the Article X Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons Persons. If a claim is based upon (i) an allegation or allegations that the Company and/or the Indemnifying Personsa liability which is contingent only, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the no indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Funddue unless and until such liability becomes due and payable.

Indemnification Generally. (a) The Indemnifying Persons shall indemnify the Indemnified Persons from and against any and all Losses arising from or in connection with any Event of Indemnification. (b) Any Losses arising from a Parent , which shall first be paid with respect to any Alloy Event of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; ) and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below))then by Stockholder. To the extent applicable, a Parent an Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (b) Any Losses arising from an Alloy Event of Indemnification, other than Losses arising from the CPN Litigation, first shall be paid from the Escrow Fund (as defined in the Escrow Agreement) in accordance with the terms and conditions of the Escrow Agreement. Any Losses arising from the CPN Litigation, first shall be paid from the Supplemental Escrow Fund in accordance with the terms and conditions of the Supplemental Escrow Agreement. If the Escrow Fund and Supplemental Escrow Fund, as applicable, are depleted as a result of satisfying a Alloy Event of Indemnification, any additional claim for Losses made by a Alloy Indemnified Person will be made in the manner set forth in Section 8.3 and 8.4 hereunder. (c) The Except as otherwise set forth in subsection (e) below, and notwithstanding any of the other provisions hereof, the indemnification obligations of the Parent Stockholder Indemnifying Parties under this Article VIII shall be limited to $10,000,0007,500,000. The parties acknowledge that this limitation is a material inducement to Stockholder to enter into this Agreement and the Related Agreements. The parties hereto further agree and acknowledge that, notwithstanding any contrary provision herein or in any of the Related Agreements, Stockholder Indemnifying Parties shall not be obligated under any circumstances to indemnify any person solely as a result of any downward adjustment to the Merger Consideration effected pursuant to Sections 2.1(a), above, or 8.6, below or to the extent of, but only to the extent of, any accrual for any Loss set forth on the Interim Balance Sheet. (d) No payment for Losses shall be made to an Indemnified Person until the aggregate amount of Losses incurred by an such Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons Person for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company CASS and/or the Indemnifying PersonsStockholder, or any either of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger and Articles of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any or alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g3.1(h), 3.1(p3.1(s), 3.1(u) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability Asset Sale Liability; (iv) any breach by the Purchaser of any of its obligations under the Asset Sale Agreement (the claims referenced in clauses (iii) and (iv) hereof are hereafter referred to as the "SWI Distribution Asset Sale Liability Claims"), or (v) the CPN Litigation, or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company CASS and/or the Indemnifying PersonsStockholder, or any either of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and Articles of Merger and the transactions contemplated hereby or thereby. (f) The parties agree that the amount of any indemnification payment otherwise required to be made by any Indemnifying Person hereunder shall be determined net of insurance proceeds and on an "after tax" basis. In particular, the amount of an indemnification payment shall be (i) the amount of the Loss (determined without regard to insurance proceeds or tax incidents), (ii) minus any insurance payments received by the Indemnified Person attributable to the loss, (iii) minus the present value of any tax benefits to the Indemnified Person attributable to deducting the amount of the loss, and (iv) plus the present value of any tax detriment to the Indemnified Person attributable to including in taxable income receipt or accrual of the insurance proceeds in accordance with the last sentence of this Section 8.2(f) and indemnification payment. Notwithstanding the foregoing foregoing, in the event that the present value of a tax benefit or anything to detriment cannot be ascertained because it depends on future events (for example, the contrary Indemnified Person is in this Agreementa net loss position so that marginal income or deduction does not currently affect tax liability), the indemnification obligations of payment shall be made assuming the Stockholder Indemnifying Parties after Closing tax benefit or detriment is zero, and appropriate adjustment shall be made among the parties in the future at such time as the tax benefit or detriment is ascertainable. In any case, the Indemnified Person shall not be obligated to seek any payment pursuant to the terms of any insurance policy in respect of any Loss except to the extent such Loss is covered by an insurance policy of CASS in force with respect to CASS pursuant to premiums paid by CASS and/or any other Person (other than Alloy or any of its subsidiaries or Affiliates) prior to the Effective Time. (g) The parties agree that payment pursuant to an indemnification obligation under this Section 8.2(e) Article VIII shall be limited treated for federal income tax purposes as an adjustment to an aggregate total of $10,000,000, including the amounts deposited in the Escrow FundMerger Consideration.

Indemnification Generally. (a) The Article IX Indemnifying Persons shall indemnify and hold harmless the Article IX Indemnified Persons from and against any and all Article IX Losses arising from or in connection with any Article IX Event of IndemnificationIndemnification other than those referred to in Section 9.1(a)(iii); the Article IX Indemnifying Persons shall cause Newco to indemnify and hold harmless the Article IX Indemnified Persons from and against all Article IX Losses arising from or in connection with Section 9.1(a)(iii). (b) Any Notwithstanding the foregoing, the Article IX Indemnifying Persons (or Newco, as applicable) shall not be required to pay any amount with respect to any claim pursuant to Article IX unless and until the aggregate amount of all Article IX Losses exceeds €1,000,000 (the “Deductible”), in which event the Article IX Indemnifying Persons (or Newco, as applicable) shall be liable only for the amount of the Article IX Losses in excess of €1,000,000. The provisions of this Section 9.2(b) shall not apply to any Article IX Losses arising from a Parent Event under Section 9.1(a)(i) in respect of Indemnification shall be paid from the Escrow Fund breaches of Section 2.1(a) and (as defined in the Indemnity Escrow Agreementb), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims2.2, Tax, Title 2.3 or Environmental Claims, 3.1 or SWI Distribution Liability Claims (each as defined belowarising under Section 9.1(a)(iii)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations Notwithstanding the foregoing, the Article IX Indemnifying Persons (or Newco, as applicable) shall not be liable for any single or related Article IX Losses that, when taken together with all related Article IX Losses arising out of the Parent Indemnifying Parties shall be limited to $10,000,000same facts and circumstances, do not exceed €50,000. (d) No payment The Article IX Indemnifying Persons’ aggregate liability for all Article IX Losses under Article IX shall not exceed the amount of the Escrow Fund, it being provided that (i) two-thirds of the then-remaining Escrow Fund (less the amount of any unsettled claims then pending) shall be made until released by the aggregate Escrow Agent to ▇▇▇▇▇▇▇ ▇▇▇▇▇ within three Business Days following the expiration of the twelve month anniversary of the Closing Date in accordance with the Escrow Agreement and (ii) the rest of the then-remaining Escrow Fund (less the amount of any unsettled claims then pending) shall be released by the Escrow Agent to ▇▇▇▇▇▇▇ ▇▇▇▇▇ within three Business Days following the Survival Date in accordance with the Escrow Agreement. The provisions of this Section 9.2(d) shall not apply to any Article IX Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Lossesarising under Section 9.1(a)(i) in respect of breaches of Section 2.1(a) and (b), including the first $250,000 of such Losses2.2, 2.3 or 3.1 or arising under Section 9.1(a)(iii). (e) Notwithstanding Issuer acknowledges and agrees that the Article IX Indemnifying Persons shall not have any liability under any provision of this Agreement for any Article IX Losses to the extent that such Article IX Losses relate to action taken by Issuer or any other Person (other than ▇▇▇▇▇▇▇ ▇▇▇▇▇ in breach of this Agreement) after the Closing Date. Issuer shall take and shall cause its affiliates to take all reasonable steps to mitigate any Article IX Losses upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (f) For purposes of calculation of the foregoingindemnification due by the Article IX Indemnifying Persons, nothing contained any amounts paid or payable to the Article IX Indemnified Persons under insurance policies or any other amount compensating the Article IX Loss for which the claim is made shall be deducted. If the Article IX Indemnifying Persons pay an indemnity in this Section 8.2 shall in any way limit, impair, modify respect of a Article IX Loss and the Article IX Indemnified Persons subsequently recover all or otherwise affect the rights part of the Indemnified Persons amount of such indemnity from a third party (including rights available under insurance companies or tax authorities), the Securities Act Article IX Indemnified Persons, immediately upon recovery thereof, shall pay to the Article IX Indemnifying Persons the amount thereby recovered. (g) Any indemnification due by the Article IX Indemnifying Persons shall be based on the amount of the Article IX Loss actually suffered by the Article IX Indemnified Persons, and shall be computed without regard to any multiple or valuation factor that may have been used in determining the Exchange ActPurchase Price. If a claim is based upon a liability which is contingent only, no indemnification shall be due unless and until such liability becomes due and payable. (h) nor shall there be any limitation Notwithstanding anything to the contrary in the Agreement, the amount of liability of the indemnity due by the Article IX Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) an Article IX Loss sustained in relation to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements Scient’x and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) its Subsidiaries shall be limited to an aggregate total 39.53% of $10,000,000, including the amounts deposited in the Escrow Fundsuch Article IX Loss.

Indemnification Generally. (a) The Indemnifying Persons Trust shall indemnify each of its Trustees and officers (including persons who serve at the Indemnified Persons from Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and against expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any and all Losses arising from or Covered Person in connection with the defense or disposition of any Event action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of Indemnification. being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (b) Any Losses arising from a Parent Event but excluding amounts paid in satisfaction of Indemnification judgments, in compromise or as fines or penalties), shall be paid from time to time by the Escrow Fund (as defined Trust in the Indemnity Escrow Agreement), provided that the indemnification obligations advance of the Stockholder after final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Closing Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide appropriate security for his or her undertaking, (b) the Trust shall be limited insured against losses arising by reason of such Covered Person’s failure to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title fulfill his or Environmental Claimsher undertaking, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations a majority of the Parent Indemnifying Parties shall be limited to $10,000,000. Trustees who are disinterested persons and who are not Interested Persons of the Trust (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 provided that a majority of such Losses. (e) Notwithstanding any of Trustees then in office act on the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"matter), or independent legal counsel in a written opinion shall determine, based on a review of readily available facts (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification. Each Covered Person’s right to indemnification vests by virtue of such Covered Person’s status as such, and no repeal or (B) modification of this Article VII Section 3 shall adversely affect any rights to enforce any judgment of a court of competent jurisdiction which finds indemnification from liabilities or determines that the Company and/or the Indemnifying Persons, expenses or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, advancement of liabilities or expenses of any Covered Person who is within the indemnification obligations definition of “Covered Person” existing at the Stockholder Indemnifying Parties after Closing pursuant time of such repeal or modification with respect to this Section 8.2(e) shall be limited any acts or omissions occurring prior to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fundsuch repeal or modification.

Indemnification Generally. (a) The amount that the Indemnifying Persons Entity is or may be required to pay to any Indemnified Entity pursuant to this ARTICLE 9 shall indemnify be reduced by any insurance proceeds actually realized by or on behalf of such Indemnified Entity or any of its Affiliates related to the applicable Indemnifiable Losses. If an Indemnified Persons Entity shall have received the payment required by this Agreement from the Indemnifying Entity in respect of Indemnifiable Losses and against any and all Losses arising from or shall subsequently receive insurance proceeds in connection with any Event respect of Indemnificationsuch Indemnifiable Losses, then such Indemnified Entity shall promptly repay to the Indemnifying Entity a sum equal to the amount of such insurance proceeds actually received. (b) Any Losses arising from a Parent Event In addition to the requirements of Indemnification Section 9.05(a), each Indemnified Entity shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than obligated in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event any claim for indemnification under this ARTICLE 9 to use all commercially reasonable efforts to mitigate Indemnifiable Losses upon and after becoming aware of Indemnification shall any event that could reasonably be effected in accordance with the terms and conditions of the Indemnity Escrow Agreementexpected to give rise to such Indemnifiable Losses. (c) The Except in the case of fraud, ARTICLE 10 or Section 13.13, the indemnification obligations provided in this ARTICLE 9 shall be the exclusive post-Closing remedy available to any Party hereto with respect to any breach of any representation, warranty, covenant or agreement in this Agreement, or otherwise in respect of the Parent Indemnifying Parties shall be limited transactions contemplated by this Agreement. In furtherance of the foregoing, each of Purchaser and its Affiliates hereby waives, from and after the Closing, any and all rights, claims and causes of action it may have against Seller arising under or based upon this Agreement, any document or certificate delivered in connection herewith, any Applicable Law (including any applicable Environmental Law) or otherwise other than pursuant to $10,000,000fraud, the indemnification provisions set forth in this ARTICLE 9 and for specific performance pursuant to ARTICLE 10 and/or Section 13.13. (d) No payment for Losses Notwithstanding anything to the contrary contained in this Agreement, no Party shall be made until liable for special, punitive, exemplary, incidental, consequential or indirect damages, lost profits or losses calculated by reference to any multiple of earnings or earnings before interest, tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability, other Law or otherwise and whether or not arising from the aggregate amount other Party's sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement and the transactions contemplated by this Agreement; provided, however, that the foregoing shall not apply to the extent that any such damages, lost profits or losses are (i) the natural, probable and reasonably foreseeable result of Losses incurred by an Indemnified Person exceeds $250,000 after the relevant breach of this Agreement (which point for the Indemnifying Persons shall avoidance of doubt will not include punitive or exemplary damages) or (ii) paid or payable to third parties in respect of third-party claims for which any Party is obligated to indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Lossesanother Party under this ARTICLE 9. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or Any payments made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) ARTICLE 9 shall be limited deemed to be, and each of Seller and Purchaser shall treat such payments as, an aggregate total of $10,000,000adjustment to the purchase price for federal, including the amounts deposited in the Escrow Fundstate, local and foreign income Tax purposes, unless otherwise required by Applicable Law.

Indemnification Generally. The Company agrees to indemnify, defend and ------------------------- hold harmless the Purchaser, its Subsidiaries and Affiliates and their respective officers, directors, employees, agents and controlling persons (aeach, a "Purchaser Indemnified Person") The Indemnifying Persons shall indemnify the Indemnified Persons from and against any and all Losses losses, claims, damages, liabilities, expenses (including, without limitation, reasonable attorneys' fees and disbursements), costs, judgments or amounts paid in settlement of actions (i) arising out of or resulting from the untruth of any representation herein or in connection with any Event certificate delivered hereunder (including, without limitation, pursuant to Section 5(b)) or the breach of Indemnification. any warranty or covenant herein or in any certificate delivered hereunder (bincluding, without limitation, pursuant to Section 5(b)) Any Losses or the default or breach of any of the Company's undertakings or covenants under any of the other Operative Documents, (ii) arising out of or relating to any claim by a third party against a Purchaser Indemnified Person based on or arising out of (x) any representation or warranty of the Company that was untrue when made or any breached covenant of the Company or (y) the use by the Company of the proceeds of the sale of the Shares or (iii) by virtue of the Purchaser's (and its Affiliates') investments in the Company (other than losses relating strictly to market risk). The Purchaser agrees to indemnify, defend and hold harmless the Company, its Subsidiaries and their respective officers, directors, employees, agents and controlling persons (each, a "Company Indemnified Person") from a Parent Event and against any and all losses, claims, damages, liabilities, expenses (including, without limitation, reasonable attorneys' fees and disbursements), costs, judgments or amounts paid in settlement of Indemnification shall be paid actions arising out of or resulting from the Escrow Fund (as defined in untruth of any representation of the Indemnity Escrow Agreement), provided Purchaser herein or the breach of any warranty or covenant of the Purchaser herein or relating to any claim by a third party against a Company Indemnified Person based on or arising out of any action or any representation or warranty of the Purchaser that was untrue when made or any breached covenant of the Purchaser. In no event shall the indemnification obligations of the Stockholder after Purchaser exceed the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions aggregate Purchase Price of the Indemnity Escrow Shares purchased by the Purchaser pursuant to this Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) . Notwithstanding any of the foregoing, nothing contained in this Section 8.2 no representation, warranty, covenant or acknowledgment made herein by the Purchaser shall in any way limit, impair, modify or otherwise affect the manner be deemed to constitute a waiver of any rights of the Indemnified Persons (including rights available granted to it under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fundstate securities laws.

Indemnification Generally. (a) The amount which the Indemnifying Persons Entity is or may be required to pay to any Indemnified Entity, or which is or may be required to be disbursed from the Escrow Fund in the case of an Indemnified Purchaser Entity, pursuant to this Article 9 shall indemnify be reduced (retroactively, if necessary) by any insurance proceeds, Tax benefits (such amount to be the net present value of such Tax benefits as reasonably determined by the Parties at the time the indemnity payment is made) or other amounts recovered by or on behalf of such Indemnified Persons Entity related to the related Losses. If an Indemnified Entity shall have received the payment required by this Agreement from the Indemnifying Entity or the Escrow Fund, in the case of an Indemnified Purchaser Entity, in respect of Losses (including any Purchase Price adjustment with respect to the circumstances giving rise to such payment under this Article 9) and against any and all Losses arising from shall subsequently receive insurance proceeds or other amounts in respect of such Losses, then such Indemnified Entity shall promptly repay to the Indemnifying Entity a sum equal to the amount of such insurance proceeds or other amounts actually received, or, in the case of an Indemnified Purchaser Entity, shall promptly reimburse to the Escrow Fund (or in connection the event the Escrow Fund is no longer in existence, the Sellers in accordance with any Event the Payout Schedule) a sum equal to the amount of Indemnificationsuch insurance proceeds or other amounts actually received. (b) Any Losses arising from a Parent Event In addition to the requirements of Indemnification Section 9.04(a), each Indemnified Entity shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than obligated in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event any claim for indemnification under this Article 9 to use all commercially reasonable efforts to mitigate Losses upon and after becoming aware of Indemnification shall any event which could reasonably be effected in accordance with the terms and conditions of the Indemnity Escrow Agreementexpected to give rise to such Losses. (c) The indemnification obligations Subject to the rights of any Person providing insurance as contemplated by Section 9.04(a), the Parent Indemnifying Parties Entity shall be limited subrogated to $10,000,000any right of action that the Indemnified Entity may have against any other Person with respect to any matter giving rise to a claim for indemnification hereunder. (d) No payment for Losses The indemnification provided in this Article 9 shall be made until the aggregate amount exclusive post-Closing remedy available to any Party with respect to any breach of Losses incurred any representation, warranty, covenant or agreement in this Agreement, or otherwise in respect of the transactions contemplated by an Indemnified Person exceeds $250,000 this Agreement, except in the case of willful misconduct or fraud by such Party. In furtherance of the foregoing, each of Purchaser and its Affiliates, on the one hand, and each of the Sellers and Optionholders and their respective Affiliates, on the other hand, hereby waives, from and after which point the Indemnifying Persons shall indemnify Closing, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, willful misconduct or fraud) it may have against the Indemnified Persons for all accrued LossesSellers or the Optionholders, or the Purchaser, respectively, arising under or based upon this Agreement, any document or certificate delivered in connection herewith, any applicable Law (including any applicable Environmental Law) or otherwise (except pursuant to the first $250,000 of such Lossesindemnification provisions set forth in this Article 9). (e) Notwithstanding any All Losses shall be determined without duplication of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights recovery under other provisions of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger ▇▇▇▇▇▇▇ Point Agreement or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations other document or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact agreement delivered in connection with this Agreement or the Certificate ▇▇▇▇▇▇▇ Point Agreement. Without limiting the generality of Merger and the transactions contemplated hereby prior sentence, if a set of facts, conditions or thereby. Notwithstanding events constitutes a breach of more than one representation, warranty, covenant or agreement that is subject to an indemnification obligation under this Article 9 or under Article 9 of the foregoing or anything to the contrary in this ▇▇▇▇▇▇▇ Point Agreement, only one recovery of Losses (and “Losses” as defined in the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e▇▇▇▇▇▇▇ Point Agreement) shall be limited allowed, and in no event shall there be any indemnification or duplication of payments or recovery under different provisions of this Agreement or the ▇▇▇▇▇▇▇ Point Agreement arising out of the same facts, conditions or events. (f) For the avoidance of doubt, to the extent that any Indemnified Purchaser Entity is entitled to indemnification in accordance with this Article 9 with respect to Losses suffered by or in connection with ▇▇▇▇▇▇, the amount of any Losses shall not be increased as a result of an aggregate total increase in Purchaser’s indirect ownership interest in ▇▇▇▇▇▇ from its ownership as of $10,000,000immediately following the Closing, including and shall be calculated based on Purchaser’s indirect ownership interest in ▇▇▇▇▇▇ as of immediately following the amounts deposited in Closing. (g) For the Escrow Fundavoidance of doubt, any adjustments made to the Purchase Price pursuant to Section 2.05 shall not be considered Losses for purposes of this Article 9.

Indemnification Generally. (a) The Indemnifying Persons shall indemnify the Indemnified Persons from and against any and all Losses arising from or in connection with any General Event of Indemnification. (b) Any Losses arising from a Parent Event of Indemnification , which shall first be paid from the General Indemnity Escrow Fund (as provided for and defined in the General Indemnity Escrow Agreement), ) and then by each Indemnifying Person from amounts not contained in the General Indemnity Escrow Fund; provided that that: (i) the indemnification obligations of the Stockholder after Stockholders beyond amounts deposited in the Closing Escrow Fund shall be limited to their pro-rata portion of the Aggregate Consideration; (ii) the Stockholders shall have no indemnification obligations for Losses resulting from breaches by other Stockholders of Sections 3.2(a)-(e), except to the extent of amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To iii) the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate total amount of Losses incurred by an Indemnified Person exceeds $250,000 after for which point the Indemnifying Persons shall indemnify the Indemnified Persons in connection with any General Event of Indemnification (exclusive of any amount recovered from the General Indemnity Escrow Fund and exclusive of any amount recovered pursuant to Section 8.2(b) of this Section) shall be limited to thirty percent (30%) of the Aggregate Consideration and reasonable attorneys' fees. (b) The Indemnifying Persons shall indemnify the Indemnified Persons from and against any and all Losses arising from or in connection with the MicroWarehouse Litigation, which shall first be paid from the Specific Indemnity Escrow Fund (as provided for and defined in the Specific Indemnity Escrow Agreement) and then by each Indemnifying Person from amounts not contained in the Specific Indemnity Escrow Fund; provided that: (i) the indemnification obligations of Stockholders beyond amounts deposited in the Escrow Fund shall be limited to their pro-rata portion of the Aggregate Consideration, (ii) the total amount of Losses for which the Indemnifying Persons shall indemnify the Indemnified Persons in connection with the MicroWarehouse Litigation (exclusive of any amount recovered from the Specific Indemnity Escrow Fund and exclusive of any amount recovered pursuant to Section 8.1(a) of this Section) shall be limited to thirty percent (30%) of the Aggregate Consideration and reasonable attorneys' fees and (iii) if, subsequent to the Effective Time, Parent intentionally fails to honor, or intentionally causes CMP to fail to honor, the letter agreement between the Company and MicroWarehouse dated July 7, 1999 (the "Settlement Agreement"), as such Settlement Agreement now exists, the provisions of this Section 8.2(b) shall no longer apply and Parent shall instruct the Indemnity Escrow Agent to release the Specific Indemnity Escrow Fund to the Stockholders within five (5) business days of such failure and shall indemnify the parties to the Settlement Agreement for actual losses incurred which are directly related to Parent's failure to honor such Settlement Agreement. (c) Notwithstanding the foregoing, the Indemnified Persons shall not be entitled to indemnification pursuant to this Article VIII with respect to any Losses until the aggregate amount of such losses under subsections (a) and (b) exceeds $150,000 (the "Threshold Amount"), whereupon the Indemnified Persons shall be entitled to indemnification for all accrued Losses, including the first $250,000 of such LossesThreshold Amount. (ed) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger Agreement or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fundhereby.

Indemnification Generally. (a) The Article IX Indemnifying Persons shall indemnify and hold harmless the Article IX Indemnified Persons from and against any and all Article IX Losses arising from or in connection with any Article IX Event of Indemnification. (b) Any Notwithstanding the foregoing, the Article IX Indemnifying Persons shall not be required to pay any amount with respect to any claim pursuant to Article IX unless and until the aggregate amount of all Article IX Losses exceeds €1,000,000 (the “Deductible”), in which event the Article IX Indemnifying Persons shall be liable only for the amount of the Article IX Losses in excess of €1,000,000. The provisions of this Section 9.2(b) shall not apply to any Article IX Losses arising from a Parent Event under Section 9.1(a)(i) in respect of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreementbreaches of Section 2.1(a), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims2.1(b), Tax2.2, Title 2.3 or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement3.1. (c) The indemnification obligations Notwithstanding the foregoing, the Article IX Indemnifying Persons shall not be liable for any single or related Article IX Losses that, when taken together with all related Article IX Losses arising out of the Parent Indemnifying Parties shall be limited to $10,000,000same facts and circumstances, do not exceed €50,000. (d) No payment The Article IX Indemnifying Persons’ aggregate liability for all Article IX Losses under Article IX shall not exceed the amount of the Escrow Shares, it being provided that (i) two-thirds of the then-remaining Escrow Shares (less the amount of any unsettled claims then pending) shall be made until released by the aggregate Escrow Agent to HPC within three Business Days following the expiration of the twelve-month anniversary of the Closing Date in accordance with the Escrow Agreement and (ii) the rest of the then-remaining Escrow Shares (less the amount of any unsettled claims then pending) shall be released by the Escrow Agent to HPC within three Business Days following the Survival Date in accordance with the Escrow Agreement. The provisions of this Section 9.2(d) shall not apply to any Article IX Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Lossesarising under Section 9.1(a)(i) in respect of breaches of Section 2.1(a), including the first $250,000 of such Losses2.1(b), 2.2, 2.3 or 3.1. (e) Notwithstanding Issuer acknowledges and agrees that the Article IX Indemnifying Persons shall not have any liability under any provision of this Agreement for any Article IX Losses to the extent that such Article IX Losses relate to action taken by Issuer or any other Person (other than HPC or the Company in breach of this Agreement) after the Closing Date. Issuer shall take and shall cause its affiliates to take all reasonable steps to mitigate any Article IX Losses upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (f) For purposes of calculation of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect indemnification due by the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Article IX Indemnifying Persons, any amounts paid or payable to the Article IX Indemnified Persons under insurance policies or any of them, had other amount compensating the Article IX Loss for which the claim is made shall be deducted. If the Article IX Indemnifying Persons pay an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission indemnity in respect of a material fact in connection with this AgreementArticle IX Loss and the Article IX Indemnified Persons subsequently recover all or part of the amount of such indemnity from a third party (including insurance companies or tax authorities), the Certificate of Merger or Article IX Indemnified Persons, immediately upon recovery thereof, shall pay to the Related Agreements and Article IX Indemnifying Persons the transactions contemplated hereby or amount thereby recovered. ("Fraud Claims"), (iig) any alleged breach of any Any indemnification due by the Article IX Indemnifying Persons shall be based on the amount of the representations Article IX Loss actually suffered by the Article IX Indemnified Persons and shall be computed without regard to any multiple or warranties contained valuation factor that may have been used in Sections 3.1(c)determining the Purchase Price. If a claim is based upon a liability which is contingent only, 3.1(g), 3.1(pno indemnification shall be due unless and until such liability becomes due and payable. (h) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations amount of the Stockholder indemnity due by the Article IX Indemnifying Parties after Closing pursuant Persons in connection with an Article IX Loss sustained in relation to this Section 8.2(e) Scient’x and its Subsidiaries shall be limited to an aggregate total the 33.1% of $10,000,000, including the amounts deposited in the Escrow Fundsuch Article IX Loss.

Indemnification Generally. (a) The Indemnifying Persons shall indemnify the Indemnified Persons from and against any and all Losses arising from or in connection with any Event of Indemnification. (b) Any . All Losses arising from a with respect to any Parent Event of Indemnification shall be paid asserted against and satisfied first from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a that Losses with respect to any Parent Event of Indemnification in amounts in excess of the Escrow Fund have been asserted or satisfied from the Escrow Fund, all such Losses shall be effected in accordance with paid by the terms and conditions Stockholder Indemnifying Parties, provided that, subject to the provisions of Section 7.2(c), the maximum aggregate liability of the Indemnity Stockholder Indemnifying Parties hereunder (in excess of the Escrow AgreementFund) shall be $5,000,000. (cb) The Subject to the provisions of Section 7.2(c), no indemnification obligations of the Parent Indemnifying Parties shall be limited payable to $10,000,000. (d) No payment for Losses shall be made a Parent Indemnified Person until the aggregate amount of Losses incurred by an all Parent Indemnified Person Persons exceeds $250,000 after which point 250,000, whereupon the Indemnifying Parent Indemnified Persons shall indemnify be entitled to receive the Indemnified Persons for full amount of all accrued Losses, Losses (including the first $250,000 of such Losses). (ec) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 7.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons Persons, nor shall the provisions of Section 7.2(b) apply, in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company DCI and/or the Indemnifying Persons, or any of them, either Stockholder had an intent to defraud or made a willful, willful or intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or Articles of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any Fraud Claims against Parent or Acquisition Sub, (iii) any Losses arising from or in connection with any or alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g3.1(h), 3.1(p3.1(s), 3.1(u), 3.1(x) or 3.2(a), (iv) (a "Title, Tax any breach of Section 8.1 or Environmental Claim")any adjustment to the Closing Cash Payment pursuant to Section 2.3, or (iiiv) any Parent Event of Indemnification described in Section 7.1(b)(i)(B), (C), (D) or (E) (provided that any Parent Event of Indemnification described in Section 7.1(b)(i)(C) shall be subject to the SWI Distribution Liability ("SWI Distribution Liability Claims") provisions of Section 7.2(b), or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company DCI and/or the Indemnifying Persons, either Stockholder or any of them, Parent and/or Acquisition Sub had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger or Articles of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing ; provided, however, that no party shall be entitled to any Special Damages with respect to any claim described in this 7.2(c) other than Fraud Claims or anything claims relating to the contrary intentional breach of any agreement or covenant contained in this Agreement, in any Related Agreement, or in any document delivered in connection herewith or therewith. Without limiting the indemnification obligations of foregoing, the Stockholder Indemnifying Parties after Closing parties agree that any payment due to Parent from the Stockholders pursuant to this Section 8.2(e2.3(b) (i) shall be limited paid in cash, (ii) shall not be subject to any limitation on liability hereunder and (iii) shall not be applied towards the $5,000,000 limitation on liability set forth in Section 7.2(a) or subject to the $250,000 basket set forth in Section 7.2(b). (d) The parties agree that the amount of any indemnification payment otherwise required to be made by any Indemnifying Person hereunder shall be determined net of insurance proceeds and on an "after tax" basis. In particular, the amount of an indemnification payment shall be (i) the amount of the Loss (determined without regard to insurance proceeds or tax adjustments), (ii) minus any insurance payments received by the Indemnified Person attributable to the Loss, (iii) minus the present value of any tax benefits to the Indemnified Person attributable to deducting the amount of the Loss, and (iv) plus the present value of any tax detriment to the Indemnified Person attributable to including in taxable income receipt or accrual of the insurance proceeds in accordance with the last sentence of this Section 7.2(d) and indemnification payment. Notwithstanding the foregoing, if the present value of a tax benefit or detriment cannot be realized (for example, the Indemnified Person is in a net loss position so that marginal income or deduction does not currently affect tax liability), the indemnification payment shall be made assuming the tax benefit or detriment is zero, and appropriate adjustment shall be made among the parties in the future at such time as the tax benefit or detriment is realized. In any case, no Indemnified Person shall be obligated to seek any payment pursuant to the terms of any insurance policy in respect of any Loss except to the extent such Loss is covered by an insurance policy of DCI in force with respect to DCI pursuant to premiums paid by DCI prior to the Effective Time. (e) The parties agree that payment pursuant to an aggregate total of $10,000,000, including indemnification obligation under this Article VII shall be treated for federal income tax purposes as an adjustment to the amounts deposited in the Escrow FundMerger Consideration.

Indemnification Generally. (a) The Indemnifying Persons shall indemnify Without limiting any other rights that the Indemnified Persons Parties may have hereunder or under applicable law, the Transferor hereby agrees (x) to indemnify each Indemnified Party from and against any and all Losses Indemnified Amounts awarded against or incurred by such Indemnified Party arising out of or resulting from this Agreement or the use of proceeds of purchases or the ownership of the Purchased Interest, or any interest therein, or in respect of any Listed Receivable or any related Contract, and (y) to pay within 15 days of demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against such Indemnified Amounts, including Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any information provided to the Administrative Agent with respect to Listed Receivables or the other Specified Assets; (ii) the failure of any representation or warranty or statement made or deemed made by the Transferor or the Servicer under or in connection with this Agreement to have been true and correct in all respects when made (it being understood and agreed that for purposes of this Section, in determining whether any such representation or warranty or statement was true and correct in all respects when made, any qualification in Section 5 as to materiality --------- or to a Material Adverse Effect or to limitations on enforcement shall be disregarded); (iii) the failure by the Transferor or the Servicer to comply with any applicable law, rule or regulation with respect to any Listed Receivable or the related Contract, or the failure of any Listed Receivable or the related Contract to conform to any applicable law, rule or regulation; (iv) the failure to vest in the Administrative Agent for the benefit of the Purchasers a valid and enforceable first priority perfected (A) undivided percentage ownership interest, to the extent of the related Purchased Interest, in the Specified Assets, and (B) security interest in the Specified Assets, in each case free and clear of any Adverse Claim; (v) any dispute, claim, counterclaim, offset or defense (other than discharge in an Insolvency Proceeding in which an Obligor is a debtor, which Insolvency Proceeding was commenced prior to the Due Date for the applicable Listed Receivable) of such Obligor to the payment of such any Listed Receivable (including a defense based on such Listed Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), any Dilution or other adjustment with respect to a Listed Receivable (excluding, however, adjustments required - 30 - Mattel, Inc. First Amended and Restated Receivables Purchase Agreement as a matter of law because an Obligor is a debtor in any such Insolvency Proceeding), or any claim resulting from the sale of the goods or services related to such Listed Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Listed Receivable; (vi) any failure of the Transferor or the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement (including, without limitation, the failure to make any payment when due hereunder), or to perform its duties or obligations (if any) under any Contract (it being understood and agreed that for purposes of this Section, in determining whether the Transferor or the Servicer has performed its duties or obligations in accordance with the provisions of this . Agreement or has performed its duties or obligations (if any) under any Contract, any qualification in Section 5 or Section 6 as to materiality or to a --------- --------- Material Adverse Effect or to the rights of any depository institution that maintains any account to which any Collections of Listed Receivables are sent shall be disregarded); (vii) any breach of warranty, products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods or services which are the subject of any Listed Receivables; (viii) the commingling of Collections of Listed Receivables at any time with other funds; (ix) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of purchases or the ownership of the related Purchased Interest or in respect of any Listed Receivable or any related Specified Asset in respect thereof; (x) subject to Section 9.01(b), the occurrence of any --------------- Termination Event; (xi) in the event any Purchased Interest is greater than 1.0; (xii) the failure of any Listed Receivables to be Eligible Receivables; (xiii) the failure of the Transferor or the Servicer to comply with the terms of the Credit and Collection Policy; (xiv) the failure of any Contract relating to Listed Receivables to have terms that are consistent will customary terms for the related Seller's industry and type of Receivable; (xv) the failure of any Seller to complete the sale and delivery of the goods (or the performance of the services, if any) which are the subject of any Listed Receivables; (xvi) the existence of any contingent performance requirements of any Seller in respect of any Listed Receivables; (xvii) subject to Section 9.01(b), the failure of an Obligor --------------- to make payment on the Listed Receivables prior to or as of the Due Date; or (xviii) any action or inaction by the Transferor or the Servicer which impairs the interest of the Administrative Agent or any Purchaser in any Listed Receivables or other Specified Assets. (b) Notwithstanding Section 9.01(a), the Transferor shall not be --------------- obligated to indemnify any Indemnified Party at any time for (x) Receivables which are uncollectible, or amounts paid over or repaid to any Person with respect to any Receivable, as a result of the applicable Obligor being a debtor in an Insolvency Proceeding commenced as of or prior to the Due Date, it being understood and agreed that this clause shall not limit the Transferor's obligations under this Section arising out of or relating to any other event, occurrence or circumstance which would give rise to an obligation of the Transferor pursuant to this Section (to the extent that such event, occurrence or circumstance adversely affects repayment of the Purchasers' Investments, plus accrued Yield Reserve thereon during or in connection with any Event such Insolvency Proceeding), (y) any overall net income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of Indemnification. which such Indemnified Party is organized or any political subdivision thereof or (bz) Any Losses arising Indemnified Amounts resulting from the gross negligence or willful misconduct on the part of the Indemnified Party proposed to be indemnified. Notwithstanding any other provision of this Agreement, in the event that an Obligor becomes a Parent Event debtor in an Insolvency Proceeding that was commenced prior to an applicable Due Date for any Listed Receivables: (i) each Seller Party shall promptly (and in any event not later than thirty days) after receipt provide to the Administrative Agent a copy of Indemnification any document, pleading, report, notice, information or other writing provided to such Seller Party, during or in connection with such Insolvency Proceeding, by or on behalf of such Obligor, any committee, court, other Governmental Person, trustee, receiver, liquidator, custodian or similar official in such Insolvency Proceeding, relating to the forms, procedures, bar date or other timing issues with respect to the filing of a Proof of Claim in such Insolvency Proceeding; provided, however, that this -------- ------- clause (i) shall not become effective until the Administrative Agent shall have sent a notice to the Servicer to the effect that the Administrative Agent desires that the Seller Parties comply with this clause (i); (ii) the Servicer, as agent for the Transferor, shall file Proofs of Claim, at the request and direction of the Administrative Agent, with respect to the Listed Receivables with such court, other Governmental Person, trustee, receiver, liquidator, custodian or similar official, which Proofs of Claim shall be paid from in form and substance reasonably satisfactory to the Escrow Fund (as defined in the Indemnity Escrow Agreement)Administrative Agent, provided it being understood and agreed that the indemnification obligations of Administrative Agent and the Stockholder after Purchasers shall jointly and severally be liable for, and shall reimburse the Closing shall be limited Servicer for, the Servicer's reasonable expenses in making such filing to the amounts deposited in extent that such expenses relate to the Escrow FundListed Receivables; and (iii) the Administrative Agent, as agent for the Transferor, shall have the right but not the obligation to file Proofs of Claim with respect to the Listed Receivables with such court, other than Governmental Person, trustee, receiver, liquidator or similar official, it being understood and agreed that the Administrative Agent shall not file such a Proof of Claim until the earlier to occur of (x) the sixtieth day following the date on which the Administrative Agent has sent a written request to the Transferor requesting the Transferor to file such a Proof of Claim and (y) the thirtieth day prior to the bar date or equivalent last day on which such a Proof of Claim may be filed in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreementsuch Insolvency Proceeding. (c) The indemnification obligations of If and to the Parent Indemnifying Parties extent the Administrative Agent or any Purchaser shall be limited required for any reason to $10,000,000pay over to the Transferor, any Seller, the Servicer or an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received - 32 - Mattel, Inc. First Amended and Restated Receivables Purchase Agreement by such Person hereunder, such amount shall be deemed not to have been so received and, the Administrative Agent shall have a claim against the Transferor to the extent provided herein. (d) No payment for Losses Indemnified Party shall be made until liable for any damages arising from the aggregate amount use by others of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify information or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act other materials obtained through IntraLinks or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact other similar information transmission systems in connection with this Agreement; provided, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or Transferor shall have no obligation -------- hereunder to any Indemnified Party with respect to such damages resulting from the Indemnifying Persons, gross negligence or willful misconduct of such Indemnified Party. No Indemnified Party shall have any of them, had an intent liability for any indirect or consequential damages relating to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Funddate hereof).

Indemnification Generally. (a) The Indemnifying Persons Subject to Section 6.6 hereof, the Stockholder shall indemnify the Indemnified Persons for, and hold each of them harmless from and against against, any and all Losses arising from or in connection with any Event of Indemnification. (b) Any Losses arising from a Parent . The sole and exclusive remedy for an Event of Indemnification shall be paid from (i) by recourse to the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations (ii) by cancellation of up to fifty percent (50%) of the Stockholder after the Closing shall be limited options granted to each of ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ pursuant to the amounts deposited Option Agreements and (iii) by recourse to up to fifty percent (50%) of the shares of Purchaser Common Stock hereafter acquired by either ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ upon exercise of their respective options pursuant to their respective Option Agreements; provided, however, that in no event shall more than fifty percent of the shares of Purchaser Common Stock (subject to equitable adjustment for stock splits, dividends, combinations, reclassifications and like occurrences) referred to in clauses (i) and (ii) above, in the Escrow Fund; and aggregate (other than or options therefor) be canceled and/or transferred in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below))this Section 6.2. To the extent applicable, a Parent Event of Indemnification An indemnification pursuant to this Section 6.2 shall be effected solely in accordance with the terms and conditions provisions of the Indemnity Escrow Agreement. (c) The indemnification obligations of Agreement and the Parent Indemnifying Parties Option Agreements, as the case may be, and shall be limited subject to $10,000,000. the qualifications and limitations set forth therein (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, it being understood that nothing contained in this Section 8.2 6.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons ), (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or or the Indemnifying PersonsStockholder, or any either of them, had an intent to defraud or made a willful, intentional or reckless willful misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate Agreement of Merger or the Related Agreements Escrow Agreement and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or or the Indemnifying PersonsStockholder, or any either of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate Agreement of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fund).

Indemnification Generally. (a) The Subject to Section 7.1, from and after the Effective Time, Parent and the Surviving Corporation, and their respective affiliates, officers, directors, stockholders, shareholders, representatives and agents (collectively, the “Parent Indemnitees”), shall be indemnified and held harmless by each Shareholder and Optionholder (“Indemnifying Persons shall indemnify Party”) (severally in accordance with each such Shareholder’s and Optionholder’s proportional share of the Indemnified Persons Merger Consideration and not jointly) from and against and in respect of any and all Losses incurred by, resulting from, arising out of, relating to, imposed upon or incurred by Parent, Acquisition Sub, the Surviving Corporation or any other Parent Indemnitee by reason of: (i) any inaccuracy in or breach of any of the Company’s representations or warranties contained in this Agreement (as modified only by the Company Disclosure Schedule, provided that (x) no information disclosed in the Company Disclosure Schedule that would function as an exception to the representations and warranties contained in Section 2.13 (Taxes) shall be deemed to modify those representations and warranties for any purpose under this Article 7, provided, however, that the amount of Losses for any inaccuracy in or breach of Section 2.13 (Taxes) with respect to sales Tax will be net of sales Tax recovered by Parent or the Company following the Closing from Company customers), (y) no information disclosed in the Company Disclosure Schedule in respect of Section 83(b) elections that would function as an exception to the representations and warranties contained in Section 2.13 (Taxes) or Section 2.2 (Capitalization of the Company) shall be deemed to modify those representations and warranties for any purpose under this Article 7 and (z) no information disclosed in Section 2.14(b)(v)(B) of the Company Disclosure Schedule that would function as an exception to the representations and warranties shall be deemed to modify the representations and warranties for any purpose under this Article 7, in each case to the extent that the terms governing the license of such Company Software conflict with or are otherwise inconsistent with the Company’s standard licensing terms for the applicable Company Software; (ii) any breach of or failure to perform or comply with any covenant, undertaking or other agreement by the Company contained in this Agreement (which breach or failure to perform or comply occurs prior to the Closing); (iii) any misrepresentation or misstatement contained in the Capitalization Schedule, the Updated Capitalization Schedule, the Cash Statement, the Merger Consideration Allocation Spreadsheet or in any other written statement or certificate furnished to Parent, Acquisition Sub or any other Parent Indemnitee by or on behalf of the Company in connection with the transactions contemplated by this Agreement; (iv) any Event Company Transaction Expense (other than those set forth on Schedule IX that are taken into account in the calculation of Indemnificationthe Cash Adjustment Amount) in excess of the amount of Company Transaction Expenses by which the Merger Consideration has been reduced in accordance with Sections 1.8(b)(ii) and 8.13; (v) payments to holders of Dissenting Shares in excess of the applicable Per Share Amount (calculated in accordance with Section 1.8(b)(iv), and subject to Sections 1.8(c) and 1.8(d)); (vi) any Excluded Liabilities; (vii) any Spinoff Taxes (provided that the indemnity for Spinoff Taxes (but not Losses with respect thereto) shall be limited to the amount by which such Spinoff Taxes exceed Estimated Spinoff Taxes) and breach of any fiduciary duty by any director, officer or shareholder of the Company or any subsidiary of the Company in connection with the Spinoff or the approval of, entry into, or consummation of the transactions contemplated by, the Spinoff Agreements; (viii) the matters set forth on Schedule VIII(viii); (ix) the termination or amendment of any Contract listed on Schedule V, to the extent the Losses relating thereto exceed the amount included in Company Transaction Expenses with respect to such Contract; (x) the matters set forth on Schedule VIII(x); or (xi) the matters set forth on Schedule VIII(xi). For purposes of this Agreement, the term “Losses” means any and all deficiencies, judgments, settlements, demands, claims, suits, actions or causes of action, assessments, liabilities, losses, damages (whether direct, indirect, incidental or consequential), interest, Taxes, fines, penalties, costs, expenses (including reasonable legal, accounting and other costs and expenses of professionals) incurred in connection with investigating, defending, settling or satisfying any and all demands, claims, actions, causes of action, suits, proceedings, assessments, judgments or appeals, and in seeking indemnification therefore, provided, however, that Losses shall not include punitive damages except to the extent resulting from a claim by a third party other than a Parent Indemnitee. (b) Any Losses arising Subject to Section 7.1, from a and after the Effective Time, the Parent Event of Indemnification Indemnitees shall be paid indemnified and held harmless, jointly and severally, by Nvelo from and against and in respect of any and all Losses incurred by, resulting from, arising out of, relating to, imposed upon or incurred by Parent, Acquisition Sub, the Escrow Fund Surviving Corporation or any other Parent Indemnitee by reason of any inaccuracy in or breach of any of the Company’s representations or warranties contained in Section 2.25, and any Excluded Liabilities, any Spinoff Taxes (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing indemnity for Spinoff Taxes (but not Losses with respect thereto) shall be limited to the amounts deposited in amount by which such Spinoff Taxes exceed Estimated Spinoff Taxes), and any breach of any fiduciary duty by any director, officer or shareholder of the Escrow Fund; and (other than Company or any subsidiary of the Company in connection with Fraud Claimsthe Spinoff or the approval of, Tax, Title or Environmental Claimsentry into, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions consummation of the Indemnity Escrow Agreementtransactions contemplated by, the Spinoff Agreements. (c) The No Parent Indemnitee shall be entitled to indemnification obligations hereunder for any Losses arising from a breach of a representation or warranty of the Company until the aggregate amount of all Losses under all claims of all Parent Indemnifying Parties Indemnitees for all such breaches shall exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the “Threshold”), at which time all Losses incurred shall be limited subject to $10,000,000indemnification hereunder in full, including the amount of the Threshold; provided, however, that any Indemnification Claim for the matters set forth in Sections 7.2(a)(ii), 7.2(a)(v), 7.2(a)(vi), 7.2(a)(vii), 7.2(a)(ix) and 7.2(b), or with respect to the breach of any representation or warranty relating to the Cash Statement, or with respect to the breach of any representation or warranty contained in Sections 2.2 (Capitalization of the Company), 2.3 (Authority Relative to this Agreement; Recommendation), 2.13 (Taxes), 2.21 (Brokers), 2.24 (Company Transaction Expenses) or 2.25 (Spinoff) shall be indemnifiable in full without regard to the Threshold. (d) No payment for Losses shall be made until the aggregate amount The obligations of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons Parties or, in the case of indemnification pursuant to Section 7.2(b), Nvelo under this Section 7.2 shall indemnify not be reduced, offset, eliminated or subject to contribution by reason of any action or inaction by the Indemnified Persons Company that contributed to any inaccuracy or breach giving rise to such obligation, it being understood that the Indemnifying Parties or, in the case of indemnification pursuant to Section 7.2(b), Nvelo, and not the Company or the Surviving Corporation, shall have the sole obligation for all accrued Losses, including the first $250,000 of such Lossesindemnity obligations under this Section 7.2. (e) Notwithstanding The amount of Losses payable by an Indemnifying Party under this Article 7 shall be reduced by any insurance proceeds actually received from an insurance carrier by the Indemnified Party with respect thereto (net of any applicable deductibles or similar costs or payments) pursuant to a policy of the foregoing, nothing contained Company in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available effect prior to the Indemnified Persons based upon Effective Time. No Parent Indemnitee shall have any obligation to maintain any such policy after the Effective Time or seek out any recovery under any such policy. (f) For the avoidance of doubt, no Parent Indemnitee shall be entitled to recover pursuant to this Article 7 (i) an allegation from any Indemnifying Party any Loss to the extent such Parent Indemnitee has already received payment from Nvelo pursuant to this Article 7 for the same such Loss or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) from Nvelo any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything Loss to the contrary in this Agreement, the indemnification obligations of the Stockholder extent such Parent Indemnitee has already received payment from one or more Indemnifying Parties after Closing pursuant to this Section 8.2(eArticle 7 for the same such Loss. (g) With respect to Indemnification Claims in respect of sales Taxes, Parent shall follow Parent’s customary procedures related to seeking sales Taxes from Company customers. (h) Each Indemnification Claim shall be limited to an aggregate total of $10,000,000, including the amounts deposited made only in accordance with this Article 7 and the Escrow FundAgreement.

Indemnification Generally. (a) The amount of Indemnifiable Losses which the Indemnifying Persons Entity is or may be required to pay to any Indemnified Entity pursuant to this Article IX shall indemnify be (i) reduced (retroactively, if necessary) by any insurance proceeds, cash Tax benefits (to the extent actually realized within or prior to the taxable year following the year of the applicable Loss) or other amounts received by or on behalf of such Indemnified Persons Entity or its Affiliates related to such Indemnifiable Losses and (ii) shall not include any Indemnifiable Loss with respect to a matter that was taken into account in the adjustments contemplated by Section 2.05. An Indemnified Entity shall take, or cause its Affiliates to take, all necessary and appropriate actions to pursue payment from any Third Party with respect to any Indemnifiable Loss under any Contract, arrangement or commitment pursuant to which such Indemnified Entity or its Affiliates are entitled to reimbursement or indemnification with respect to such Indemnifiable Loss. If an Indemnified Entity shall have received the payment required by this Agreement from the Indemnifying Entity in respect of Indemnifiable Losses (including any Purchase Price adjustment with respect to the circumstances giving rise to such payment under this Article IX) and against shall subsequently receive (or any and all Losses arising from of its Affiliates shall subsequently receive) any insurance proceeds, Tax benefit actually realized (during the period specified above) or other amounts in connection with any Event respect of Indemnificationsuch Indemnifiable Losses, then such Indemnified Entity shall promptly repay, or cause to be repaid, to the Indemnifying Entity a sum equal to the amount of such insurance proceeds, Tax benefit or other amounts actually received. (b) Any Losses arising from a Parent Event In addition to the requirements of Indemnification Section 9.04(a), each Indemnified Entity shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than obligated in connection with Fraud Claimsany Claim for indemnification under this Article IX to take all commercially reasonable actions (or, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent if applicable, a Parent Event cease taking actions) to mitigate Indemnifiable Losses upon and after becoming aware of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreementany fact or circumstance that may give rise to such Indemnifiable Losses. (c) The Subject to the rights of any Person providing insurance as contemplated by Section 9.04(a), the Indemnifying Entity shall be subrogated to any right, defense or Claim that the Indemnified Entity may have against any other Person with respect to any matter giving rise to a Claim for indemnification obligations hereunder. Such Indemnified Entity shall cooperate with the Indemnifying Entity in a reasonable manner, at the sole cost and expense of the Parent Indemnifying Parties shall be limited to $10,000,000Entity, in presenting any subrogated right, defense or Claim. (d) No payment for Losses The indemnification provided in this Article IX shall be made until the aggregate amount exclusive post-Closing remedy available to any Party or its Affiliates or Representatives with respect to any breach of Losses incurred any representation, warranty, covenant or agreement in this Agreement or otherwise in respect of the transactions contemplated by an Indemnified Person exceeds $250,000 after which point this Agreement, except in the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 case of such Lossesfraud. (e) Notwithstanding any All Indemnifiable Losses shall be determined without duplication of the foregoing, nothing contained in recovery under other provisions of this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, Agreement or any of them, had an intent to defraud other document or made a willful, intentional or reckless misrepresentation or willful omission of a material fact agreement delivered in connection with this Agreement. Without limiting the generality of the prior sentence, the Certificate if a set of Merger facts, conditions or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged events constitutes a breach of more than one representation, warranty, covenant or agreement of this Agreement that is subject to an indemnification obligation under this Article IX, only one recovery of Indemnifiable Losses shall be allowed with respect to such set of facts, conditions or events, and in no event shall there be any indemnification or duplication of payments or recovery under different provisions of this Agreement arising out of the same set of facts, conditions or events. (f) In no event shall the Sellers have any liability for any Indemnifiable Losses to the extent that such Indemnifiable Losses are caused by or exacerbated by any wrongful action or omission by any of the representations or warranties contained in Sections 3.1(c)Indemnified Purchaser Entities following the Closing. (g) For the avoidance of doubt, 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or adjustments made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in Purchase Price pursuant to Section 2.05 shall not be considered Indemnifiable Losses for purposes of this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing Article IX. (h) Neither Party shall have any right to off-set or set-off any payment due pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow FundArticle IX.

Indemnification Generally. a. Each indemnitor's liability to pay or reimburse amounts owed with respect to personal injury, death or property damage attributable to the indemnitor's negligence, willful misconduct or violations of law will be to the extent of the indemnitor's proportional contribution to such injury, death, loss or damage. No indemnitor shall have any obligation to defend, indemnify, reimburse, or hold any indemnitee (aincluding any other Party hereto) harmless hereunder for or from any Claim to the extent same arises out of the negligence, willful misconduct, violation of law, or breach of this Agreement by any other Party or any of its indemnitees. b. In the event that any Party will be obligated to indemnify another Party pursuant to this Agreement, the indemnitor, will, upon payment of such indemnity in full, be subrogated to all rights, claims and defenses of the indemnitee covered by such payment. c. Each indemnitee agrees to give the indemnitor prompt written notice, with full known particulars, of all Claims for which such indemnitee is entitled to indemnification hereunder ("Covered Claim(s)") upon becoming aware of same and to reasonably cooperate, at the indemnitor's expense, in the investigation and defense of such Covered Claims; provided, however, that any delay or failure by the indemnitee in performing any of its aforementioned obligations shall discharge the indemnitor from its indemnification obligations hereunder only to the extent (if any) that such indemnitor is prejudiced by such delay or failure. After receiving notice, the indemnitor will defend any Covered Claim by counsel reasonably satisfactory to the indemnitee (but the indemnitor will have no obligation to provide separate counsel for the indemnitee, except to the extent that conflicts or potential conflicts between the Parties' interests may require). The Indemnifying Persons indemnitee may, at its own expense, participate in the investigation and defense of such Covered Claim by separate counsel. d. The indemnitor shall indemnify have sole control over the Indemnified Persons defense and settlement of each Covered Claim, except that the indemnitor shall not settle any Covered Claim without first obtaining the indemnitee's prior written consent, unless: (i) such settlement does not contain any finding or admission of any violation of law or any fault on the part of the indemnitee, and has no effect on any other claims that may be made by the Indemnitee against the third party bringing the Covered Claim, and (ii) the sole relief provided in such settlement is monetary damages that are paid in full by the indemnitor. Notwithstanding the foregoing, if the indemnitor fails to retain counsel or otherwise defend any Covered Claim after having received written notification of same from the indemnitee as required above (a "Defense Failure"), the indemnitee may, if necessary to prevent a default from being entered against it on such Covered Claim, in the indemnitee's sole discretion and against without prior notice to or approval from indemnitor, defend or settle such Covered Claim at the indemnitor's sole cost and expense. e. No indemnitor will have any and all Losses arising from obligation (except with respect to Defense Failures) to pay or reimburse any amounts paid in connection with any Event settlement or compromise of Indemnificationany Covered Claim reached without the prior written consent of the indemnifying Party, which will not be unreasonably withheld or delayed in the case of monetary Covered Claims. An indemnifying Party may withhold consent to settlement of Covered Claims of infringement affecting its Proprietary Rights in its sole discretion and may, also in its sole discretion (subject to Section 10.8(f) below), procure a license, develop or obtain a non-infringing substitute, or settle or compromise the Covered Claim. f. If IFOX is enjoined from performing any Services to ADT, or ADT is enjoined from accessing or using any Services provided by IFOX, on the grounds that same infringes upon, misappropriates, or violates any third party's Proprietary Rights (b) Any Losses arising from a Parent Event of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreementeach, an "Infringement"), provided that the indemnification obligations of the Stockholder after the Closing shall be limited then, in addition to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained indemnity provided therefor in this Section 8.2 shall in any way limitArticle 10, impairIFOX shall, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon at its sole cost and expense (i) an allegation replace or allegations modify such Services so that they are free from any Infringement, without degrading the Company and/or the Indemnifying Personsfunctionality, performance, utility, or any compatibility of themsuch Services, had an intent or (ii) procure for ADT the right to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with continue using and receiving the Services pursuant to (and as authorized by) this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) free from any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow FundInfringement.

Indemnification Generally. (a) The Article X Indemnifying Persons shall indemnify and hold harmless the Article X Indemnified Persons from and against any and all Article X Losses arising from or in connection with any Article X Event of Indemnification., which shall be paid solely in the form of Shares, subject to the additional limitations set forth in this ARTICLE X. (b) Any Notwithstanding the foregoing, the Article X Indemnifying Persons shall not be required to pay any amount with respect to any claim pursuant to Article X unless the aggregate amount of all Article X Losses exceeds the Deductible, in which event the Article X Indemnifying Persons shall be liable only for the amount of the Article X Losses in excess of the Deductible. The provisions of this Section 10.2(b) shall not apply to any Article X Losses arising from a Parent Event under Section 10.1(a)(i) in respect of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement)breaches of Sections 4.1, provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; 4.2, 4.3(a) and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms b) and conditions of the Indemnity Escrow Agreement4.6. (c) The indemnification obligations Notwithstanding the foregoing, the Article X Indemnifying Persons shall not be liable for any single or related Article X Losses that, when taken together with all related Article X Losses arising out of the Parent Indemnifying Parties shall be limited to $10,000,000same facts and circumstances, do not exceed €50,000. (d) No payment The Article X Indemnifying Persons’ liability for Losses any Article X Loss under Article X shall be made until not exceed the aggregate amount number of Losses incurred by an Indemnified Person exceeds $250,000 Shares equal to 10% of the Share Number, it being provided that after which point the twelve-month anniversary the Article X Indemnifying Persons Persons’ liability hereunder shall indemnify not exceed 3 1/3% of the Indemnified Persons for all accrued LossesShare Number. The provisions of this Section 10.2(d) shall not apply to breaches of Sections 4.1, including the first $250,000 of such Losses4.2, 4.3(a) and (b) and 4.6. (e) Notwithstanding For the avoidance of doubt, any liability of the foregoing, nothing contained in this Section 8.2 Article X Indemnifying Persons hereunder shall in any way limit, impair, modify or otherwise affect be paid and settled by delivery of Shares to the rights Article X Indemnified Persons. (f) Any indemnification due by the Article X Indemnifying Persons shall be based on the amount of the Article X Loss actually suffered by the Article X Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons Persons. If a claim is based upon (i) an allegation or allegations that the Company and/or the Indemnifying Personsa liability which is contingent only, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the no indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Funddue unless and until such liability becomes due and payable.

Indemnification Generally. (a) The From and after the Closing, subject to the further terms of this Article X, Seller Indemnifying Persons shall Person agrees to indemnify the each Purchaser Indemnified Persons Person for, and hold them harmless from and against against, any and all Purchaser Losses that are not otherwise reserved against in the Closing Balance Sheet arising from or in connection with any of the following: (i) the untruth, inaccuracy or breach of any representation or warranty (other than the Excluded Representations and the representations in Section 4.10(f)) of Seller contained in this Agreement giving effect, subject to Section 9.2(a), to any supplements to the Seller Disclosure Schedule; (ii) the untruth, inaccuracy or breach of any Excluded Representation of Seller contained in this Agreement giving effect, subject to Section 9.2(a), to any supplements to the Seller Disclosure Schedule; (iii) the breach or violation of or failure to perform any agreement, undertaking, obligation or covenant of Seller contained in this Agreement; (iv) the Liabilities of the Company and its Affiliates relating to Taxes for the Pre-Closing Tax Period to the extent not provided for in the Closing Balance Sheet; (v) any Liabilities or Losses arising from or in connection with Seller's Environmental Obligations; (vi) any Liabilities or Losses arising from or in connection with the untruth, inaccuracy or breach of any representation or warranty of Seller contained in Section 4.10(f) without giving effect to the disclosures in Section 4.10(f) of the Seller Disclosure Schedule; (vii) any Liabilities or Losses of the Company arising from and/or in connection with the Pension Drop Down with the following qualifications: (x) including any joint and several liability (Gesamtschuldnerische Haftung) of the Company pursuant to the German Transformation Act (Umwandlungsgesetz, UmwG) relating to those pension liabilities relating to former employees or managing directors as well as retirees which pension liabilities were transferred out of the Company to Universal Pensionsverwaltung GmbH & Co. KG pursuant Section 3 subsections 1 and 2 of the drop down and assumption agreement (Ausgliederungs- und Ubernahmevertrag) dated August 30, 2004 (deed role no. 78/2004 of the notary public ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇-Rausch, Berlin) ; and (y) including as well those Liabilities or Losses of the Company arising out and/or in connection with the limited partnership interest (Kommanditanteil) in Universal Pensionsverwaltung GmbH & Co. KG which was transferred to Seller pursuant the spin off and assumption agreement (Spaltungs- und Ubernahmevertrag) dated August 30, 2004 (deed role no. 81/2004 of the notary public ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇-Rausch, Berlin); but (z) excluding, for the avoidance of doubt, any liabilities of the Company which pursuant to the drop down and assumption agreement and the spin-off and assumption agreement mentioned in (x) and (y) above were allocated to the Company and remain with the Company; (viii) the assertion of any Losses against any Purchaser Indemnified Person arising out of, relating to or in connection with any fee, commission or like payment due any broker, finder or financial advisor for Seller in connection with the transactions contemplated by this Agreement; (ix) any amounts that are the responsibility of Seller pursuant to Section 6.10 hereof; (x) any Liabilities or Losses arising from or in connection with the Company's failure to comply with all Laws concerning the hiring and retention of Employees relating to wages, equal opportunity, working conditions, immigration, disability, or the payment of social security and other taxes prior to or as of the Closing Date; and (xi) any Liabilities or Losses arising from or in connection with the matter described in Section 4.15(e) of the Seller Disclosure Schedule. (b) From and after the Closing, subject to the further terms of this Article X, Purchaser Indemnifying Person agrees to indemnify Seller Indemnified Persons for, and hold them harmless from and against, any and all Seller Losses arising from or in connection with any Event of Indemnification.the following: (bi) Any the untruth, inaccuracy or breach of any representation or warranty of Purchaser contained in this Agreement giving effect to any supplement to the schedules hereto; (ii) the breach of any agreement, undertaking, obligation or covenant of Purchaser contained in this Agreement; (iii) except to the extent that any such Liabilities or Losses arising result from a Parent Event Seller's breach of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations any representations or warranties under this Agreement or Seller is otherwise responsible for or obligated under this Agreement with respect to any such Liabilities of the Stockholder after Company to its creditors, (x) any Liability or Losses of Universal Pensionsverwaltung GmbH & Co. KG arising out of the Closing shall be limited joint and several liability (Gesamtschuldnerische Haftung) of Universal Pensionsverwaltung GmbH & Co. KG pursuant to Section 133 of the amounts deposited in German Transformation Act (Umwandlungsgesetz, UmwG) for liabilities (Verbindlichkeiten) of the Escrow FundCompany towards its creditors except for those liabilities that were transferred out of the Company and allocated to Universal Pensionsverwaltung GmbH & Co. KG pursuant Section 3 subsections 1 and 2 of the drop down and assumption agreement (Ausgliederungs- und Ubernahmevertrag) dated August 30, 2004 (deed role no. 78/2004 of the notary public ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇-Rausch, Berlin); and (other than y) any Liability or Losses of Seller arising out of the joint and several liability (Gesamtschuldnerische Haftung) of the Seller pursuant to Section 133 German Transformation Act (Umwandlungsgesetz, UmwG) for liabilities (Verbindlichkeiten) of the Company towards its creditors except for those liabilities that were allocated to Seller in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions transfer of the Indemnity Escrow Agreement.limited partnership interest (Kommanditanteil) in Universal Pensionsverwaltung GmbH & Co. KG that was transferred to Seller pursuant to the spin off and assumption agreement (Spaltungs- und Ubernahmevertrag) dated August 30, 2004 (deed role no. 81/2004 of the notary public ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇-Rausch, Berlin); (civ) The indemnification obligations the assertion of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for any Losses shall be made until the aggregate amount of Losses incurred by an against any Seller Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Lossesarising out of, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify relating to or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring fee, commission or like payment due any claimbroker, demand, suit finder or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact financial advisor for Purchaser in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby by this Agreement; ("Fraud Claims"), (iiv) any alleged breach amounts that are the responsibility of Purchaser pursuant to Section 6.10 hereof; (vi) the Liabilities of the Company relating to Taxes for any period other than the Pre-Closing Tax Period; (vii) the failure to pay in the ordinary course any of the representations or warranties contained valid debts of the Company described on the Closing Balance Sheet to the extent Seller has paid the amount of such debts to Purchaser in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) accordance with Section 2.5; and (a "Title, Tax or Environmental Claim"), or (iiiviii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment ownership and operation of a court of competent jurisdiction which finds or determines that the Company and/or and its business after the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow FundDate.

Indemnification Generally. (a) The amount that the Indemnifying Persons Entity is or may be required to pay to any Indemnified Entity pursuant to this ARTICLE 9 shall indemnify be reduced by any insurance proceeds actually realized (including under the R&W Insurance Policy) by or on behalf of such Indemnified Persons Entity or any of its Affiliates related to the applicable Indemnifiable Losses, net of out-of-pocket costs and expenses of obtaining such insurance proceeds (which shall not include any applicable premiums or deductibles). If an Indemnified Entity shall have received the payment required by this Agreement from the Indemnifying Entity in respect of Indemnifiable Losses and against any shall subsequently receive insurance proceeds in respect of such Indemnifiable Losses, then such Indemnified Entity shall promptly repay to the Indemnifying Entity a sum equal to the amount of such insurance proceeds actually received, net of costs and all Losses arising from or in connection with any Event expenses of Indemnificationobtaining such insurance proceeds. (b) Any With respect to claims for Indemnifiable Losses arising from a Parent Event of Indemnification subject to Section 9.02, the Indemnified Purchaser Entity shall be paid from first, to the Escrow Fund (as defined in extent applicable and available, seek recourse to the Indemnity Escrow Agreement), R&W Insurance Policy until remedies thereunder have been exhausted prior to seeking indemnification under this ARTICLE 9; provided that the indemnification obligations failure of the Stockholder after Indemnified Entity to first seek recourse to the Closing R&W Insurance Policy shall only reduce the rights of the Indemnified Entity to recover for Indemnifiable Losses to the extent of the Indemnifiable Losses that would have been avoided by first seeking recourse to the R&W Insurance Policy; provided, further, that nothing herein shall release Seller of any obligations with respect to Indemnifiable Losses to the extent subject to a retention or deductible under the R&W Insurance Policy. Notwithstanding anything to the contrary herein, to the extent any claim for indemnification by any Indemnified Purchaser Entity may be made in whole or in part pursuant to both Section 9.02(a) and any other subsection of Section 9.02, such Indemnified Purchaser Entity shall first seek recourse under Section 9.02(a) until remedies thereunder have been exhausted prior to seeking indemnification under any other subsection of Section 9.02 and all Indemnifiable Losses subject to indemnification pursuant to Section 9.02 shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event determined without duplication of Indemnification shall be effected in accordance with the terms and conditions recovery by reason of the Indemnity Escrow Agreementstate of facts giving rise to such Indemnifiable Losses constituting a breach of more than one representation, warranty, covenant or agreement or being addressed by more than one clause under Section 9.02. (c) The In addition to the requirements of Section 9.05(a), each Indemnified Entity shall be obligated in connection with any claim for indemnification obligations under this ARTICLE 9 that is not made under the R&W Insurance Policy to use commercially reasonable efforts to mitigate Indemnifiable Losses in accordance with the requirements of Applicable Law upon and after becoming aware of any event that could reasonably be expected to give rise to such Indemnifiable Losses; provided that the failure of the Parent Indemnifying Parties Indemnified Entity to so mitigate shall be limited only reduce the rights of the Indemnified Entity to $10,000,000recover for Indemnifiable Losses to the extent of the Indemnifiable Losses that would have been avoided by such mitigation. (d) No payment for Losses Except in the case of actual fraud, Section 2.02 and specific performance or injunctive relief in connection with enforcing any post-Closing rights or obligations hereunder or as otherwise set forth in any Ancillary Agreement, the indemnification provisions set forth in this ARTICLE 9 shall be made until the aggregate amount sole and exclusive post-Closing remedy available to any Party in respect of the transactions contemplated by this Agreement, including with respect to any breach of any representation, warranty, covenant or agreement in this Agreement. The Parties irrevocably waive, to the fullest extent permitted under Applicable Law, any and all rights they may have to make any Claims (other than claims and causes of action based on actual fraud) other than pursuant to this ARTICLE 9, Section 2.02, Section 13.13 or any Ancillary Agreement, including under statute, common law, tort or equity, as a result of any Indemnifiable Losses and all other damages incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued LossesPurchaser Entities or Indemnified Seller Entities, including as the first $250,000 of such Lossescase may be. (e) Notwithstanding anything in this Agreement to the contrary, except in the case of actual fraud or as provided in Section 9.02(a), the R&W Insurance Policy shall be the sole and exclusive post-Closing remedy available to any Person with respect to any breach or inaccuracy of any representation or warranty of Seller in this Agreement other than the foregoingIndemnifiable Reps set forth in this Agreement or the Indemnifiable Reps set forth in the certificate delivered pursuant to Section 7.03, nothing subject, in the case of Section 9.02(a) to the limitations contained in this ARTICLE 9, including Section 8.2 9.05(b). Except in the case of actual fraud, Seller shall in have no obligation or liability to Purchaser or any way limit, impair, modify other Person with respect to losses arising under or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with a breach or inaccuracy of a representation or warranty contained in this Agreement (other than the Indemnifiable Reps set forth in this Agreement or the Indemnifiable Reps set forth the certificate delivered pursuant to Section 7.03, which are subject to Section 9.05(b)). Nothing herein shall be deemed to limit or modify any of such rights of any Indemnified Purchaser Entities under the Indemnified Persons R&W Insurance Policy. (Af) to bring any claim, demand, suit or cause of action otherwise available Notwithstanding anything to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact contrary contained in connection with this Agreement, no Party shall be liable for special, punitive, exemplary, incidental, consequential or indirect damages or lost profits, whether based on contract, tort, strict liability, other Applicable Law or otherwise and whether or not arising from the Certificate of Merger other Party's sole, joint or the Related Agreements concurrent negligence, strict liability or other fault for any matter relating to this Agreement and the transactions contemplated hereby by this Agreement; provided, however, that the foregoing shall not apply to the extent that any such damages, lost profits or thereby losses are ("Fraud Claims"), i) the reasonably foreseeable result of the relevant breach of this Agreement (which for the avoidance of doubt will not include punitive or exemplary damages) or (ii) paid or payable to third parties in respect of third-party claims for which any alleged breach Party is obligated to indemnify another Party under this ARTICLE 9. (g) Seller (i) expressly waives any rights of any indemnification of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, Seller or any of themits Non-Company Affiliates or any of its or their respective Representatives against the Company for acts, had an intent circumstances, and events that give rise to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of Seller hereunder and (ii) agrees and acknowledges that neither Seller nor any of its Non-Company Affiliates or any of its or their respective Representatives will have any right of contribution from, or right of subrogation against, the Stockholder Indemnifying Parties after Closing Company in the event Seller is required to take, or refrain from taking, any action, whether by the payment of money or otherwise, as a result of this ARTICLE 9. (h) Any payments made pursuant to this Section 8.2(e) ARTICLE 9 shall be limited deemed to be, and each of Seller and Purchaser shall treat such payments as, an aggregate total of $10,000,000adjustment to the purchase price for United States federal, including the amounts deposited in the Escrow Fundstate, local and foreign income Tax purposes, unless otherwise required by Applicable Law.

Indemnification Generally. Purchaser covenants and agrees to indemnify, defend, protect and hold harmless Seller, and Seller’s officers, directors, employees, stockholders, agents, representatives and affiliates (each, a “Seller Indemnitee”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation) (collectively, “Losses”) incurred by any Seller Indemnitee as a result of or arising from (a) The Indemnifying Persons shall indemnify Purchaser’s breach of its representations and warranties set forth herein, (b) Purchaser’s breach or non-fulfillment of any covenant or agreement under this Agreement, or (c) Purchaser’s failure to assume any Liability with respect to the Indemnified Persons operation of the Business or the use of the Assets after the Closing. Parent and Seller covenant and agree to jointly and severally indemnify, defend, protect and hold harmless Purchaser, and Purchaser’s officers, directors, employees, stockholders, agents, representatives and affiliates (each, a “Purchaser Indemnitee”) at all times from and after the date of this Agreement from and against any and all Losses incurred by any Purchaser Indemnitee as a result of or arising from (a) any breach of Parent’s or Seller’s representations and warranties set forth herein, (b) Parent’s or Seller’s breach or non-fulfillment of any covenant or agreement under this Agreement, (c) any Liability remaining with Seller with respect to the Business or the use of the Assets prior to the Closing if such Liability is asserted against Purchaser, except with respect to any Liability as to which Purchaser had knowledge and did not disclose to Seller or Parent and as to which neither Seller nor Parent had knowledge independently of Purchaser, or (d) the auction process conducted by Parent and Seller related to the potential sale of the Assets or the equity of Seller, including without limitation any claim brought by any shareholder of Parent, invitee, participant, or bidder in connection with any Event of Indemnificationsuch auction process. (b) Any Losses arising from a Parent Event of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fund.

Indemnification Generally. (a) The Indemnifying Persons Except as otherwise limited by this Article VIII, the Seller shall indemnify indemnify, reimburse and hold harmless the Indemnified Persons Buyer and any successor or assigns thereof, and their respective directors, members, managers, shareholders, officers, employees, consultants and agents (the “Buyer Protected Parties”), from and against any and all Losses claims, losses, liabilities, damages, costs (including court costs) and expenses (including reasonable attorneys’ and accountants’ fees) (hereinafter “Buyer Loss” or “Buyer Losses”) asserted against, imposed upon, suffered by, or incurred by any of the Buyer Protected Parties as a result of, or with respect to, or arising from (i) any breach or inaccuracy of any representation or warranty of the Seller set forth in this Agreement; (ii) any breach of or noncompliance by the Seller with any covenant or agreement of the Seller contained in this Agreement or in any other Transaction Document (other than the Manufacturing and Supply Agreement or the Transition Services Agreement); (iii) any and all Excluded Liabilities; (iv) any and all liabilities and obligations arising out of any breach by the Seller of any Assumed Contract; (v) any and all claims asserted by the Seller’s creditors, except where such claims are in connection with liabilities or obligations expressly assumed by the Buyer pursuant to the Assignment and Assumption Agreement (for the purposes of this Agreement, “creditors” shall mean (1) all persons or entities who assert claims against the Seller even though such claims are disputed and (2) all general creditors, and secured creditors, all lien creditors, and all representatives of creditors); (vi) the matters referred to in Section 6.04; and (vii) the matters described in Schedule 3.10(c), including the correspondence and reports described therein, except to the extent that any Event Buyer Losses related to such matters result directly from the Buyer’s use of Indemnificationthe Hurricane Facility in a manner substantially different than the manner in which such facility was used by the Seller prior to the Closing (other than changes in use contemplated by the Purchase Agreement, including the potential relocation of the Business’s existing manufacturing activities to the Hurricane Facility). (b) Any Losses arising from a Parent Event of Indemnification Except as otherwise limited by this Article VIII, the Buyer shall be paid from indemnify, reimburse and hold harmless the Escrow Fund Seller, and any successors or assigns thereof, and their respective officers, directors, members, managers, employees, consultants and agents (as defined in the Indemnity Escrow Agreement“Seller Protected Parties”), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; from and against any and all claims, losses, liabilities, damages, costs (other than in connection with Fraud Claimsincluding court costs) and expenses (including reasonable attorneys’ and accountants’ fees) (hereinafter “Seller Loss” or “Seller Losses”) asserted against, Taximposed upon, Title suffered by or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoingSeller Protected Parties as a result of, nothing contained in this Section 8.2 shall in any way limitor with respect to, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon arising from (i) an allegation any breach or allegations that inaccuracy of any representation or warranty of the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact Buyer set forth in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), ; (ii) any alleged breach of or noncompliance by the Buyer with any covenant or agreement of the representations or warranties Buyer contained in Sections 3.1(c), 3.1(g), 3.1(p) this Agreement or 3.2(a) (a "Title, Tax or Environmental Claim"), or in any other Transaction Document; (iii) any and all Assumed Liabilities expressly assumed at the SWI Distribution Liability Closing by the Buyer pursuant to the Assignment and Assumption Agreement; and ("SWI Distribution Liability Claims"iv) the operation or (B) to enforce any judgment conduct of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying PersonsBusiness, or ownership of the Assets, from and after the Closing, except to the extent due to any of them, had an intent to defraud or made a willful misrepresentation act or omission of a material fact in connection with this Agreement the Seller or any matter for which the Certificate of Merger and Seller is required to indemnify the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Buyer Protected Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fund8.01(a).

Indemnification Generally. (a) The Indemnifying Persons shall indemnify the Indemnified Persons from and against any and all Losses arising from or in connection with any Event of Indemnification. (b) Any Losses arising from a Parent Event of Indemnification , which shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement)by each Indemnifying Person, provided that the indemnification obligations of the Stockholder after the Closing shall be limited subject to the amounts deposited in the Escrow Fund; following terms and limitations (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement.): (ci) The the indemnification obligations of the Parent Indemnifying Parties Management Stockholders after the Closing shall be several and not joint and shall be limited to $10,000,000.their respective pro rata portion of the value of the aggregate consideration received or receivable by them in accordance with Section 2.1 hereof; and (dii) No payment for Losses Indemnifying Person shall be made obligated to make payment under any claim for indemnification hereunder until the aggregate amount of Losses incurred all claims for indemnification made hereunder by an all Indemnified Person Persons exceeds $250,000 after which point 25,000 (the "Threshold") and at such time such Indemnifying Persons Person shall indemnify the Indemnified Persons for all accrued Losses, be liable to pay amounts up to and including the first $250,000 of such LossesThreshold, as well as amounts incurred after the Threshold has been reached. (eb) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (Ai) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate Agreement of Merger or the Related Agreements and the transactions contemplated hereby or thereby (a "Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (Bii) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate Agreement of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fund.

Indemnification Generally. (a) The Indemnifying Persons shall indemnify Without limiting any other ------------------------- rights that the Indemnified Persons Parties may have hereunder or under applicable law, the Transferor hereby agrees (x) to indemnify each Indemnified Party from and against any and all Losses Indemnified Amounts awarded against or incurred by such Indemnified Party arising out of or resulting from this Agreement or the use of proceeds of purchases or the ownership of the Purchased Interest, or any interest therein, or in respect of any Listed Receivable or any related Contract, and (y) to pay within 15 days of demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against such Indemnified Amounts, including Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any information provided to the Agent with respect to Listed Receivables or the other Specified Assets; (ii) the failure of any representation or warranty or statement made or deemed made by the Transferor or the Servicer under or in connection with this Agreement to have been true and correct in all respects when made (it being understood and agreed that for purposes of this Section, in determining whether any Event such representation or warranty or statement was true and correct in all respects when made, any qualification in Article V as to materiality or to a Material --------- Adverse Effect or to limitations on enforcement shall be disregarded); (iii) the failure by the Transferor or the Servicer to comply with any applicable law, rule or regulation with respect to any Listed Receivable or the related Contract, or the failure of Indemnificationany Listed Receivable or the related Contract to conform to any applicable law, rule or regulation; (iv) the failure to vest in the Agent for the benefit of the Purchasers a valid and enforceable first priority perfected (A) undivided percentage ownership interest, to the extent of the related Purchased Interest, in the Specified Assets, and (B) security interest in the Specified Assets, in each case free and clear of any Adverse Claim; (v) any dispute, claim, counterclaim, offset or defense (other than discharge in an Insolvency Proceeding in which an Obligor is a debtor, which Insolvency Proceeding was Commenced prior to the Due Date for the applicable Listed Receivable) of such Obligor to the payment of such any Listed Receivable (including a defense based on such Listed Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), any Dilution or other adjustment with respect to a Listed Receivable (excluding, however, adjustments required as a matter of law because an Obligor is a debtor in any such Insolvency Proceeding), or any claim resulting from the sale of the goods or services related to such Listed Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Listed Receivable; (vi) any failure of the Transferor or the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement (including, without limitation, the failure to make any payment when due hereunder), or to perform its duties or obligations (if any) under any Contract (it being understood and agreed that for purposes of this Section, in determining whether the Transferor or the Servicer has performed its duties or obligations in accordance with the provisions of this Agreement or has performed its duties or obligations (if any) under any Contract, any qualification in Article V or --------- Article VI as to materiality or to a Material Adverse Effect or to the rights of ---------- any depository institution that maintains any account to which any Collections of Listed Receivables are sent shall be disregarded); (vii) any breach of warranty, products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods or services which are the subject of any Listed Receivables; (viii) the commingling of Collections of Listed Receivables at any time with other funds; (ix) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of purchases or the ownership of the related Purchased Interest or in respect of any Listed Receivable or any related Specified Asset in respect thereof; (x) subject to Section 7.1(b), the occurrence of any Termination Event; (xi) in the -------------- event any Purchased Interest is greater than 1.0; (xii) the failure of any Listed Receivables to be Eligible Receivables; (xiii) the failure of the Transferor or the Servicer to comply with the terms of the Credit and Collection Policy; (xiv) the failure of any Contract relating to Listed Receivables to have terms that are consistent with customary terms for the related Seller's industry and type of Receivable; (xv) the failure of any Seller to complete the sale and delivery of the goods (or the performance of the services, if any) which are the subject of any Listed Receivables; (xvi) the existence of any contingent performance requirements of any Seller in respect of any Listed Receivables; (xvii) subject to Section 7.1(b), the failure of an Obligor to make payment on -------------- the Listed Receivables prior to or as of the Due Date; or (xviii) any action or inaction by the Transferor or the Servicer which impairs the interest of the Agent or any Purchaser in any Listed Receivables or other Specified Assets. (b) Any Losses Notwithstanding Section 7.1(a), the Transferor shall not be obligated -------------- to indemnify any Indemnified Party at any time for (x) Receivables which are uncollectible, or amounts paid over or repaid to any Person with respect to any Receivable, as a result of the applicable Obligor being a debtor in an Insolvency Proceeding Commenced as of or prior to the Due Date, it being understood and agreed that this clause shall not limit the Transferor's obligations under this Section arising out of or relating to any other event, occurrence or circumstance which would give rise to an obligation of the Transferor pursuant to this Section (to the extent that such event, occurrence or circumstance adversely affects repayment of the Purchasers' Investments, plus accrued Yield Reserve thereon during or in connection with such Insolvency Proceeding), (y) any overall net income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof or (z) Indemnified Amounts resulting from the gross negligence or willful misconduct on the part of the Indemnified Party proposed to be indemnified. Notwithstanding any other provision of this Agreement, in the event that an Obligor becomes a Parent Event debtor in an Insolvency Proceeding that was Commenced prior to an applicable Due Date for any Listed Receivables: (i) each Seller Party shall promptly (and in any event not later than thirty days) after receipt provide to the Agent a copy of Indemnification any document, pleading, report, notice, information or other writing provided to such Seller Party, during or in connection with such Insolvency Proceeding, by or on behalf of such Obligor, any committee, court, other Governmental Person, trustee, receiver, liquidator, custodian or similar official in such Insolvency Proceeding, relating to the forms, procedures, bar date or other timing issues with respect to the filing of a Proof of Claim in such Insolvency Proceeding; provided, however, that this clause (i) shall not become effective until the -------- ------- Agent shall have sent a notice to the Servicer to the effect that the Agent desires that the Seller Parties comply with this clause (i); (ii) the Servicer, as agent for the Transferor, shall file Proofs of Claim, at the request and direction of the Agent, with respect to the Listed Receivables with such court, other Governmental Person, trustee, receiver, liquidator, custodian or similar official, which Proofs of Claim shall be paid from in form and substance reasonably satisfactory to the Escrow Fund (as defined in the Indemnity Escrow Agreement)Agent, provided it being understood and agreed that the indemnification obligations of Agent and the Stockholder after Purchasers shall jointly and severally be liable for, and shall reimburse the Closing shall be limited Servicer for, the Servicer's reasonable expenses in making such filing to the amounts deposited in extent that such expenses relate to the Escrow FundListed Receivables; and (iii) the Agent, as agent for the Transferor, shall have the right but not the obligation to file Proofs of Claim with respect to the Listed Receivables with such court, other than Governmental Person, trustee, receiver, liquidator or similar official, it being understood and agreed that the Agent shall not file such a Proof of Claim until the earlier to occur of (x) the sixtieth day following the date on which the Agent has sent a written request to the Transferor requesting the Transferor to file such a Proof of Claim and (y) the thirtieth day prior to the bar date or equivalent last day on which such a Proof of Claim may be filed in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreementsuch Insolvency Proceeding. (c) The indemnification obligations of If and to the Parent Indemnifying Parties extent the Agent or any Purchaser shall be limited required for any reason to $10,000,000. pay over to the Transferor, any Seller, the Servicer or an Obligor (dor any trustee, receiver, custodian or similar official in any Insolvency Proceeding) No payment for Losses any amount received by such Person hereunder, such amount shall be made until deemed not to have been so received and, the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point Agent shall have a claim against the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available Transferor to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fundextent provided herein.

Indemnification Generally. (a) The Indemnifying Persons shall indemnify indemnify, defend and hold harmless the Indemnified Persons from and against any and all Losses arising from or in connection with any Event of Indemnification. (b) Any Subject to the provisions of Section 7.2(d), (i) no indemnification shall be payable to a Buyer Indemnified Person with respect to any Losses arising resulting from a Parent any Buyer Event of Indemnification described in Section 7.1(b)(i)(A) or (B) until the aggregate amount of all such Losses exceeds $175,000 (the "BASKET"), whereupon such Buyer Indemnified Persons shall be paid entitled to receive the full amount of all such Losses in excess of such amount; provided, however, that the Basket shall not apply with respect to any Losses resulting from the Escrow Fund (as defined in the Indemnity Escrow Agreementany breach or alleged breach of any of Sections 3.1(h), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund3.1(u)(i), 3.1(v), 3.1(aa), 3.1(bb), 3.2(d) or 3.2(e); and (other than in connection ii) no indemnification shall be payable to a Seller Indemnified Person with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent respect to any Losses resulting from any Seller Event of Indemnification described in Section 7.1(b)(ii)(A) or (B) until the aggregate amount of all such Losses exceeds the Basket, whereupon such Seller Indemnified Persons shall be effected entitled to receive the full amount of all such Losses in accordance excess of such amount; provided, however, that the Basket shall not apply with respect to any Losses resulting from any breach or alleged breach of Section 3.3(d). In addition, no Indemnified Person shall have any right to indemnification to the terms and conditions extent that any Loss has been reimbursed by insurance proceeds or any other recovery nor will any such reimbursed amounts be included in the calculation of the Indemnity Escrow AgreementBasket. (c) The indemnification obligations Subject to the provisions of Section 7.2(d), (i) the maximum aggregate liability of the Parent Seller Indemnifying Parties Persons pursuant to this Article VII with respect to Losses resulting from all Buyer Events of Indemnification described in Section 7.1(b)(i)(A) or (B) shall be limited $4,400,000 ("BASIC CAP AMOUNT"); provided, however, that maximum aggregate liability with respect to Losses resulting from any breach or alleged breach of any of Sections 3.1(b), 3.1(c), 3.1(d), 3.1(i)(A), 3.1(i)(C), 3.1(w), 3.1(aa), 3.1(bb), 3.2(b) or 3.2(d) shall be an amount equal to the Purchase Price (inclusive of the Basic Cap Amount); provided, further, however, that there shall be no limit on the liability of the Seller Indemnifying Persons with respect to any Losses resulting from any breach or alleged breach of any of Sections 3.1(h), 3.1(u)(i), 3.1(v) or 3.2(e); and (ii) the maximum aggregate liability of the Buyer Indemnifying Persons pursuant to this Article VII with respect to Losses resulting from all Seller Events of Indemnification described in Section EXECUTION COPY 7.1 (b)(ii)(A) or (B) shall be $10,000,0004,400,000 provided, however, that maximum aggregate liability with respect to Losses resulting from any breach or alleged breach of Section 3.3(b) or 3.3(d) shall be an amount equal to the Purchase Price (inclusive of the Basic Cap Amount). (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any provision of this Agreement to the foregoingcontrary, nothing contained in this Section 8.2 Agreement shall in any way limit, impair, modify or otherwise affect the rights of the any Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) Person to bring any claim, demand, suit or cause of action otherwise available to such Indemnified Person based upon, or to seek or recover any Losses arising from or related to, nor shall any of the Indemnified Persons based upon maximum liability amounts set forth in Section 7.2(c) or the provisions of Section 7.2(b) apply with respect to, (i) an allegation or allegations that the Company and/or the an Indemnifying Persons, or any of them, Person had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or any of the Certificate of Merger and Related Agreements or the transactions contemplated hereby or thereby. Notwithstanding the foregoing , it being understood that recovery of any Losses arising from any such allegation shall be conditioned upon a judgment or anything order by a court of competent jurisdiction to the contrary effect that such Indemnifying Person engaged in the conduct so alleged, (ii) any Losses resulting from any Event of Indemnification described in any of Sections 7.1(b)(i)(C), 7.1(b)(i)(D), 7.1(b)(i)(E), 7.1(b)(ii)(C) or 7.1(b)(ii)(D), (iii) any adjustment to the Purchase Price pursuant to Section 2.3 or (iv) a breach or alleged breach of any of the covenants or agreements contained in this AgreementAgreement or any of the Related Agreements. Further, in the event that any Buyer Indemnified Person suffers any Loss as a result of the breach or alleged breach of Section 3.1(i)(A), the indemnification obligations Seller Indemnifying Persons shall indemnify the Buyer Indemnified Persons pursuant hereto for one-half of all such Losses up to $175,000 (from dollar one) and the Stockholder Indemnifying Parties after Closing full amount of such Losses in excess of $175,000 up to an amount equal to the Purchase Price. (e) The parties agree that any payment pursuant to an indemnification obligation under this Section 8.2(e) Article VII shall be limited treated for Federal income tax purposes as an adjustment to an aggregate total of $10,000,000, including the amounts deposited in the Escrow FundPurchase Price.

Indemnification Generally. (a) The Indemnifying Persons shall indemnify the Indemnified Persons from and against any and all Losses arising from or in connection with any Event of Indemnification. (b) Any . All Losses arising from a Parent with respect to any Alloy Event of Indemnification shall be paid asserted against and satisfied first from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent that Losses with respect to any Alloy Event of Indemnification in amounts in excess of the Escrow Fund have been asserted or satisfied from the Escrow Fund, all such Losses shall be effected in accordance with paid by the terms and conditions MarketSource Indemnifying Persons, provided that, subject to the provisions of Section 7.2(c), the maximum aggregate liability of the Indemnity MarketSource Indemnifying Persons hereunder (in excess of the Escrow AgreementFund) shall be $5,000,000. (cb) The Subject to the provisions of Section 7.2(c), no indemnification obligations of the Parent Indemnifying Parties shall be limited payable to $10,000,000. (d) No payment for Losses shall be made an Alloy Indemnified Person until the aggregate amount of Losses incurred by all Alloy Indemnified Persons as a result of an Indemnified Person Alloy Event of Indemnification described in Section 8.1(b)(i)(A) exceeds $250,000 after which point 250,000, whereupon the Indemnifying Alloy Indemnified Persons shall indemnify be entitled to receive the Indemnified Persons for full amount of all accrued Losses, Losses (including the first $250,000 of such Losses). (ec) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 7.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons Persons, nor shall the provisions of Section 7.2(b) apply, in connection with any of such rights of the Indemnified Persons (A1) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, MarketSource had an intent to defraud or made a willful, willful or intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger Agreement or the any Related Agreements Agreement and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any or alleged breach of any of the representations or warranties contained in Sections 3.1(c3.1(h), 3.1(g3.1(k), 3.1(p3.1(l), 3.1(s), 3.1(u), 3.1(x) or 3.2(athe first sentence of Section 3.1(i), (iii) (a "Title, Tax or Environmental Claim")any adjustment to the Purchase Price pursuant to Section 2.3, or (iiiiv) the SWI Distribution Liability any Alloy Event of Indemnification described in Section 7.1(b)(i)(B), ("SWI Distribution Liability Claims"C), (D) or (BE), (2) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with any claim, demand, suit or cause of action described in clause (A) of this Agreement Section 7.2(c) or (3) arising out of the Certificate breach of Merger any of the covenants or agreements contained in any of the Related Agreements. (d) The parties agree that the amount of any indemnification payment otherwise required to be made by any Indemnifying Person hereunder shall be determined net of insurance proceeds and on an "after tax" basis. In particular, the transactions contemplated hereby amount of an indemnification payment shall be (i) the amount of the Loss (determined without regard to insurance proceeds or therebytax adjustments), (ii) minus any insurance payments received by the Indemnified Person attributable to the Loss, (iii) minus the present value of any tax benefits to the Indemnified Person attributable to deducting the amount of the Loss, and (iv) plus the present value of any tax detriment to the Indemnified Person attributable to including in taxable income receipt or accrual of the insurance proceeds in accordance with the last sentence of this Section 7.2(d) and indemnification payment. Notwithstanding the foregoing foregoing, if the present value of a tax benefit or anything to detriment cannot be realized (for example, the contrary Indemnified Person is in this Agreementa net loss position so that marginal income or deduction does not currently affect tax liability), the indemnification obligations of payment shall be made assuming the Stockholder Indemnifying Parties after Closing tax benefit or detriment is zero, and appropriate adjustment shall be made among the parties in the future at such time as the tax benefit or detriment is realized. In any case, no Alloy Indemnified Person shall be obligated to seek any payment pursuant to the terms of any insurance policy in respect of any Loss except to the extent such Loss is covered by an insurance policy of MarketSource assigned to Acquisition Sub pursuant to the terms of this Section 8.2(eAgreement. (e) The parties agree that payment pursuant to an indemnification obligation under this Article VII shall be limited treated for federal income tax purposes as an adjustment to an aggregate total of $10,000,000, including the amounts deposited in the Escrow FundPurchase Price.

Indemnification Generally. (a) The amount which the Indemnifying Persons Entity is or may be required to pay to any Indemnified Entity pursuant to this Article VIII shall indemnify be reduced (retroactively, if necessary) by any insurance proceeds or other amounts actually recovered by or on behalf of such Indemnified Entity related to the related Losses (for purposes of clarity, this Section 8.05(a) is not intended to apply to the R&W Policy). If an Indemnified Persons Entity shall have received the payment required by this Agreement from the Indemnifying Entity in respect of Losses (including any Merger Consideration adjustment with respect to the circumstances giving rise to such payment under this Article VIII) and against shall subsequently receive insurance proceeds or other amounts in respect of such Losses, then such Indemnified Entity shall promptly repay to the Indemnifying Entity a sum equal to the amount of such insurance proceeds or other amounts actually received. Furthermore, the amount of any Losses that may be subject to indemnification hereunder (other than Losses that are subject to Section 8.02(a)(i) (other than respect to any Company Fundamental Representations and all Losses arising from or in connection Majority Member Representations) and Section 8.03(a)(i) (other than respect to any Parent Fundamental Representations)) will be net of any Tax benefits actually realized by any Indemnified Entity as a result of Tax benefits associated with any Event of Indemnificationthe circumstances giving rise to the indemnification. (b) Any Losses arising from a Parent Event Subject to the rights of Indemnification any Person providing insurance as contemplated by Section 8.05(a), the Indemnifying Entity shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided subrogated to any right of action that the Indemnified Entity may have against any other Person with respect to any matter giving rise to a claim for indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreementhereunder. (c) The indemnification obligations provided in this Article VIII shall be the sole and exclusive post-Closing remedy available to any Party with respect to any breach of any representation, warranty, covenant or agreement in this Agreement, or otherwise in respect of the Parent Indemnifying Parties shall be limited to $10,000,000transactions contemplated by this Agreement, except in the case of willful misconduct or fraud by such Party. (d) No payment for All Losses shall be made until the aggregate amount determined without duplication of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 recovery under other provisions of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, Agreement or any of them, had an intent to defraud other document or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact agreement delivered in connection with this Agreement and Losses shall not include any amounts that were included in the calculation of Working Capital. Without limiting the generality of the prior sentence, if a set of facts, conditions or events constitutes a breach of more than one representation, warranty, covenant or agreement that is subject to an indemnification obligation under this Article VIII, only one recovery of Losses shall be allowed, and in no event shall there be any indemnification or duplication of payments or recovery under different provisions of this Agreement arising out of the Certificate same facts, conditions or events. 1440241.11A-WASSR01A - MSW (e) For the avoidance of doubt, any adjustments made to the Merger Consideration pursuant to Section 1.09 shall not be considered Losses for purposes of this Article VIII. (f) The Parties agree to treat any amounts payable pursuant to this Article VIII as an adjustment to the Merger Consideration for Tax purposes, unless otherwise required by Applicable Law or a final determination by the Tax Matters Accounting Firm thereunder. (g) Notwithstanding anything contained in this Agreement to the contrary, other than with respect to indemnification pursuant to Section 8.02(a)(i) and Section 8.03(a)(i), no Party shall be liable for special, punitive, exemplary, incidental, consequential or indirect damages, lost profits or Losses calculated by reference to any multiple of earnings or earnings before interest, tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability, other Applicable Law or otherwise and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement and the transactions contemplated hereby or thereby. Notwithstanding hereby; provided, however, that the foregoing or anything shall not apply to the contrary in this Agreement, the indemnification obligations of the Stockholder claims brought by any Third Party for which any Indemnifying Parties after Closing pursuant Entity is obligated to this Section 8.2(e) shall be limited to indemnify an aggregate total of $10,000,000, including the amounts deposited in the Escrow FundIndemnified Entity hereunder.

Indemnification Generally. (a) The Indemnifying Persons shall indemnify the Indemnified Persons from and against any and all Losses arising from or in connection with any Event of Indemnification. (b) Any Losses arising from a Parent an Alloy Event of Indemnification first shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected ) in accordance with the terms and conditions of the Indemnity Escrow Agreement. If the Escrow Shares are depleted as a result of satisfying an Alloy Event of Indemnification, any additional claim for Losses made by an Alloy Indemnified Person will be made in the manner set forth in Sections 8.3 and 8.4 hereunder. (c) The Except as otherwise set forth in subsection (e) below, and notwithstanding any of the other provisions hereof, the indemnification obligations of the Parent Stockholder Indemnifying Parties under this Article VII shall be limited to $10,000,0005,000,000. The parties acknowledge that this limitation is a material inducement to the Stockholders to enter into this Agreement and the Related Agreements. The parties hereto further agree and acknowledge that, notwithstanding any contrary provision herein or in any of the Related Agreements, the Stockholder Indemnifying Parties shall not be obligated under any circumstances to indemnify any person solely as a result of any downward adjustment to the Aggregate Consideration effected pursuant to Sections 2.1(a)(iii), above, or 8.6, below or to the extent of, but only to the extent of, any accrual for any Loss set forth on the Company Interim Balance Sheet. (d) No payment for Losses shall be made to an Indemnified Person until the aggregate amount of Losses incurred by an such Indemnified Person exceeds $250,000 100,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons Person for all accrued Losses, including the first $250,000 100,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g3.1(h), 3.1(p3.1(t), 3.1(x) or 3.2(a3.2 (a) (a "TitleTitle or Tax Claim"), Tax or Environmental Claim(iii) the Asset Sale Liability, (iv) any breach by the Purchasers of any of their respective obligations under the Asset Sale Agreements (the claims referenced in clauses (iii) and (iv) hereof are hereafter referred to as the "Asset Sale Liability Claims"), or (iiiv) any Losses arising out of or in connection with (x) the SWI Distribution Liability administrative proceeding styled ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Media Group, MCAD Case No. 00131133 (filed 4/26/00), currently pending before the Massachusetts Commission Against Discrimination or any court or other proceeding relating to such action, or (y) the classification of employees of either the Company or Carnegie as "SWI Distribution Liability Claimsexempt" or ") non-exempt" (collectively, the "Employee Matters"), or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and Articles of Merger and the transactions contemplated hereby or thereby. Notwithstanding . (f) At no time may an Indemnifying Party assert as a defense to its obligation to provide indemnification as set forth in this Article VIII that an Indemnified Party or any of its employees or agents, including any former employees of the foregoing Indemnifying Party, Carnegie or anything the Company who may become employees of the Indemnified Party, had any knowledge of the matter to which the claim for indemnification relates, or conducted any investigation relating thereto prior to the contrary Closing, and each party hereby irrevocably waives all such defenses. (g) The parties agree that the amount of any indemnification payment otherwise required to be made by any Indemnifying Party hereunder shall be reduced by (or, if applicable, that the Indemnifying Party shall promptly receive a refund from the Indemnified Party in this Agreement, respect of any corresponding overpayments in an amount of) (i) the indemnification obligations net present value of any tax benefits to which the Indemnified Party is entitled in respect of the Stockholder Indemnifying Parties after Closing Losses as to which such indemnification payment relates, and (ii) any insurance proceeds or other third party recoveries received by the Indemnified Party with respect thereto; provided, that the Indemnified Party shall not be obligated to seek any payment pursuant to the terms of any insurance policy in respect of any Loss except to the extent such Loss is covered by an insurance policy of Carnegie or the Company in force with respect to the Company and/or Carnegie pursuant to premiums paid by the Company, Carnegie and/or any other Person (other than Alloy or any of its subsidiaries or affiliates) prior to the Effective Time. (h) The parties agree that payment pursuant to an indemnification obligation under this Section 8.2(e) Article shall be limited treated for federal income tax purposes as an adjustment to an aggregate total of $10,000,000, including the amounts deposited in the Escrow FundAggregate Consideration.

Indemnification Generally. (a) The Indemnifying Persons Trust shall indemnify each of its Trustees and officers (including persons who serve at the Indemnified Persons from Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and against expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any and all Losses arising from or Covered Person in connection with the defense or disposition of any Event action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of Indemnification. being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (b) Any Losses arising from a Parent Event but excluding amounts paid in satisfaction of Indemnification judgments, in compromise or as fines or penalties), shall be paid from time to time by the Escrow Fund (as defined Trust in the Indemnity Escrow Agreement), provided that the indemnification obligations advance of the Stockholder after final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Closing Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide appropriate security for his or her undertaking, (b) the Trust shall be limited insured against losses arising by reason of such Covered Person’s failure to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title fulfill his or Environmental Claimsher undertaking, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations a majority of the Parent Indemnifying Parties shall be limited to $10,000,000. Trustees who are disinterested persons and who are not Interested Persons of the Trust (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 provided that a majority of such Losses. (e) Notwithstanding any of Trustees then in office act on the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"matter), or independent legal counsel in a written opinion shall determine, based on a review of readily available facts (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) but not a full trial-type inquiry), that there is reason to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent believe such Covered Person ultimately will be entitled to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fundindemnification.

Indemnification Generally. (a) By the Seller and the Principal Shareholders. The Indemnifying Persons shall Seller and the Principal Shareholders, agree, jointly and severally, to be responsible for, pay, indemnify and hold harmless Purchaser and ▇▇▇▇▇▇ and their respective directors, officers, employees and agents (the "Purchaser Indemnified Persons from Parties") from, against and against in respect of, the full amount of any and all Losses liabilities, damages, claims, deficiencies, fines, assessments, losses, Taxes, penalties, interest, costs and expenses, including, without limitation, reasonable fees and disbursements of counsel (collectively, "Losses") arising from or from, in connection with any Event of Indemnification. (b) Any Losses arising from a Parent Event of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claimswith, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon incident to: (i) an allegation or allegations that the Company and/or the Indemnifying Personsany breach, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach inaccuracy of any of the representations or warranties of the Seller or the Principal Shareholders contained in Sections 3.1(c)this Agreement or any of the Seller Ancillary Agreements, 3.1(g)the ▇▇▇▇▇ Employment Agreement, 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim")the ▇▇▇▇▇▇ Employment Agreement, or any other agreement referred to herein or delivered at or prior to the Closing; (ii) any breach of Seller or the Principal Shareholders of any covenants or agreements contained in this Agreement or any of the Seller Ancillary Agreements, the ▇▇▇▇▇ Employment Agreement, the ▇▇▇▇▇▇ Employment Agreement, or any other agreement referred to herein and delivered at to the Closing; (iii) any failure by the SWI Distribution Liability ("SWI Distribution Liability Claims") Seller or (B) the Principal Shareholders to enforce perform any judgment obligations contained in this Agreement or any of a court of competent jurisdiction which finds or determines that the Company and/or Seller Ancillary Agreements, the Indemnifying Persons▇▇▇▇▇ Employment Agreement, the ▇▇▇▇▇▇ Employment Agreement, or any other agreement referred to herein and delivered at to the Closing; (iv) any liability resulting from any litigation involving the Companies, if no accrual for such liability was taken into account in the preparation of themthe Closing Date Balance Sheet or if an accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet, had an intent to defraud the extent such liability exceeds the accrual for such liability set forth on the Closing Date Balance Sheet, regardless of whether or made a willful misrepresentation not such litigation was disclosed by the Seller on Schedule 4.6; (v) any and all Taxes and related penalties, interest or omission other charges for any unaccrued or unreported Tax liabilities with respect to the Seller or the Purchased Assets for all periods prior to or including the Closing Date; (vi) any and all claims or liabilities, other than Assumed Liabilities, arising out of, relating to, resulting from or caused (whether in whole or in part) by any transaction, event, condition, occurrence or situation in any way relating to the Purchased Assets, the Seller or the conduct of a material fact the Business arising or occurring on or prior to the Closing Date without regard to whether such claim exists on the Closing Date or arises at any time thereafter; (vii) any failure of the Seller or the Principal Shareholders to perform or satisfy any liability or obligation of the Seller of any nature, fixed, absolute, accrued, contingent, or otherwise, not assumed hereunder by the Purchaser, including any Excluded Liability, (viii) any and all claims or liabilities resulting from or arising out of the Seller Leases prior to the Closing Date, (ix) any claim or liability arising out of or related to the Seller's failure to obtain any consent set forth on Schedule 4.3 hereto; (x) any and all claims and liabilities arising from the purchase of the shares of the Seller owned by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ prior to the Closing, and (xi) any and all actions, suits, proceedings, demands, assessments or judgments, costs and expenses incidental to any of the foregoing. (b) By ▇▇▇▇▇▇ and the Purchaser. ▇▇▇▇▇▇ and the Purchaser agree, jointly and severally, to be responsible for, pay and indemnify and hold harmless the Seller, the Principal Shareholders, and their respective directors, officers, employees and agents ("Seller Indemnified Parties") from, against and in respect of, the full amount of any and all Losses arising from, in connection with with, or incident to (i) any breach or inaccuracy of any of the representations or warranties of ▇▇▇▇▇▇ or the Purchaser contained in this Agreement, any of the ▇▇▇▇▇▇ Ancillary Agreements or the Purchaser Ancillary Agreements, or any other agreement referred to herein and delivered at the Closing; (ii) any breach of ▇▇▇▇▇▇ or the Purchaser of any covenants or agreements contained in this Agreement, any of the ▇▇▇▇▇▇ Ancillary Agreements or the Purchaser Ancillary Agreements, or any other agreement referred to herein and delivered at the Closing; (iii) any failure by ▇▇▇▇▇▇ or the Purchaser to perform any obligations contained in this Agreement, any of the ▇▇▇▇▇▇ Ancillary Agreements or the Purchaser Ancillary Agreements, or any other agreement referred to herein and delivered at the Closing; (iv) any failure of the Purchaser to perform or satisfy any Assumed Liability, (v) any and all claims or liabilities arising out of, relating to, resulting from, or caused by any transaction, event, condition, occurrence, or situation relating to the operation of the Business arising or occurring subsequent to the Closing Date, (vi) any amount that the Principal Shareholders are required to pay pursuant to their guaranty obligations for liabilities arising after the date hereof under (x) the personal lease guarantees contained on the Master Lease Agreement Schedule to the master lease agreement, dated March 16, 2001, between Benefoot and Fleet National Bank, which master lease agreement has been assigned to De ▇▇▇▇▇ ▇▇▇▇▇▇, pursuant to which the Principal Shareholders guarantee all of the obligations of Benefoot under such master lease agreement, (y) the personal guaranty, dated June 23, 1997, between New Balance Athletic Shoe, Inc. and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ (other than an unauthorized incurrence of liabilities or losses by either of the Principal Shareholders); and (z) the personal guaranty, dated June 17, 1997, between New Balance Athletic Shoe, Inc. and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ (other than an unauthorized incurrence of liabilities or losses by either of the Principal Shareholders); provided, however, notwithstanding anything else in this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreementthe case of clauses (x), (y) and (z) above, such indemnification shall be provided solely by ▇▇▇▇▇▇, and not the Purchaser, and in the case of clauses (x), (y), and (z) above, ▇▇▇▇▇▇ shall indemnify the Principal Shareholders for any failure of the Purchaser to perform or satisfy any Assumed Liability (vii) any claims or liabilities arising after the Closing Date with respect to the Office Lease, solely to the extent that such claims or liabilities arise from ▇▇▇▇▇▇'▇ or the Purchaser's use of the premises leased pursuant to the Office Lease, including, but not limited to, the indemnification obligations amount of $11,408.61 representing rent and additional rent due under the Office Lease, and (viii) any and all actions, suits, proceedings, demands, assessments or judgments, costs and expenses incidental to any of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fundforegoing.

Indemnification Generally. (a) The Parent Indemnifying Persons shall indemnify the Stockholder Indemnified Persons and the Stockholder Indemnifying Persons shall indemnify the Parent Indemnified Persons from and against any and all Losses arising from or in connection with any Event of Indemnification. (b) Any Losses arising from a Parent Event , with respect to such Indemnifying Persons which shall, in the case of Indemnification shall the Stockholder Indemnifying Persons, be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that in any case subject to the following terms and limitations (other than in connection with Fraud Claims (as defined below)): (i) the indemnification obligations of the Stockholder after the Closing Indemnifying Persons shall be limited joint and several with respect to the amounts deposited in the Escrow Fund; (ii) No claim shall be made hereunder unless the aggregate amount of the Losses sought in all such claims exceeds $20,000, but each claim paid pursuant to any such indemnification shall be the full amount of Losses established in accordance with applicable law in respect of such claim without regard to such limitation; provided however, that in no event shall (i) a party's liability for Losses payable hereunder, whether by means of an indemnification pursuant to this Article VIII, an action at law for breach of any representation, warranty or covenant, or otherwise, or under any doctrine of restitution, accounting or other equitable theory or remedy, exceed, in the aggregate and in respect of any and all claims for Losses hereunder, an amount equal to thirty percent (30%) of the Total Parent Share Amount; and (other than provided, further, however, that the foregoing limitation shall not apply in connection with Fraud Claims, Tax, Title respect of the Working Capital Adjustment Factor or Environmental Claims, or SWI Distribution Liability Claims (each as defined below))the Audit Expense Adjustment Factor. To the extent applicable, a Parent an Event of Indemnification for which the Stockholder Indemnifying Persons are liable hereunder shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (eb) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Parent Indemnified Persons or the Stockholder Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of the Stockholder Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Parent Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Stockholder Indemnifying Persons, or any in the case of them, the Stockholder Indemnified Persons based upon an allegation or allegations that the Parent Indemnifying Persons had an intent to defraud or made a willful, willful or intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby (as "Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), provided, however, that the limitations set forth in Section 8.2(a) shall apply to any such claim, demand, suit or (iii) cause of action to the SWI Distribution Liability ("SWI Distribution Liability Claims") extent a court of competent jurisdiction determines or a binding settlement agreement provides that the relevant Indemnifying Persons or the Company as the case may be did not have such intent or did not make such a willful misrepresentation or (B) to enforce any final judgment of a court of competent jurisdiction which finds or determines in the case of the Parent Indemnifying Persons that the Company and/or the Stockholder Indemnifying Persons, or any in the case of them, the Stockholder Indemnified Persons that the Parent Indemnifying Persons had an intent to defraud or made make a willful misrepresentation or omission of a material fact in connection with this Agreement, any Related Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow FundMerger.

Indemnification Generally. (a) The Indemnifying Persons Sellers, jointly and severally, shall indemnify Purchaser and its directors, officers, employees, stockholders, affiliates and agents (the "Purchaser Indemnified Persons from Parties ") against, and against hold each Purchaser Indemnified Party harmless from, any and all Losses arising loss, claim, damage or liability, and all costs and expenses (including without limitation legal fees and costs) (collectively, "Losses"), incurred by any Purchaser Indemnified Party, resulting from or arising out of: (i) any breach of the representations and warranties made by any Seller in connection with this Agreement, the Ancillary Documents or in any Event certificate or other instrument furnished or to be furnished to Purchaser hereunder; (ii) the non-fulfillment of Indemnificationany agreement or covenant made by any Seller in or pursuant to this Agreement; (iii) any Excluded Liability or any other claims, obligations, debts, demands, or liabilities of any kind (known or unknown, disclosed or undisclosed, contingent or otherwise) existing against any Seller on or prior to the Closing Date, whether asserted prior to or subsequent to the Closing Date, and asserted against Purchaser, other than the Assumed Liabilities; and (iv) the enforcement by any Purchaser Indemnified Party of its rights under this Agreement. (b) Any Purchaser shall indemnify Sellers and their directors, officers, employees, stockholders, affiliates and agents (the "Seller Indemnified Parties") against, and hold each Seller Indemnified Party harmless from, any and all Losses incurred by any Seller Indemnified Party, resulting from or arising from a Parent Event of Indemnification shall be paid from the Escrow Fund out of: (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations i) any breach of the Stockholder after representations and warranties made by Purchaser in this Agreement, the Closing shall Ancillary Documents or in any certificate or other instrument furnished or to be limited furnished to Seller hereunder; (ii) the amounts deposited non-fulfillment of any agreement or covenant made by Purchaser in the Escrow Fund; and or pursuant to this Agreement; (other than in connection with Fraud Claimsiii) any claims, Taxobligations, Title or Environmental Claimsdebts, demands, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions liabilities asserted against Sellers by reason of the Indemnity Escrow breach, failure to perform, refusal or manner of performance by Purchaser of the Assumed Liabilities; and (iv) the enforcement by any Seller Indemnified Party of its rights under this Agreement. (c) The Upon obtaining knowledge thereof, Purchaser, on the one hand, or Sellers, on the other, as the case may be (the "Indemnified Party"), shall promptly notify the other, as the case may be (the "Indemnifying Party"), in writing of any damage, claim, loss, liability or expense (an "Asserted Liability") which the Indemnified Party has determined has given or could give rise to a claim in which indemnification obligations of the Parent Indemnifying Parties rights are granted hereunder (such written notice shall be limited referred to $10,000,000as the "Claims Notice"). The Claims Notice shall specify, in all reasonable detail, the nature and estimated amount of any such claim giving rise to a right of indemnification. The rights of any Indemnified Party to be indemnified hereunder shall not be adversely affected by its failure to give, or its failure to timely give, a Claims Notice with respect thereto unless, and if so, only to the extent that, the Indemnifying Party is materially prejudiced thereby. (d) No payment for Losses shall be made until the aggregate amount The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability arising out of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon a third party claim if (i) an allegation or allegations that the Company and/or claim involves (and continues to involve) solely monetary damages and the Indemnifying Persons, Party's assumption of the defense or any settlement of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of such claim will not have a material fact in connection with this Agreement, adverse effect on the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims")Indemnified Party's business, (ii) any alleged breach of any of the representations or warranties contained Indemnifying Party expressly agrees in Sections 3.1(c)writing to the Indemnified Party that, 3.1(g)as between the two, 3.1(p) or 3.2(a) (a "Titlethe Indemnifying Party is solely obligated to satisfy and discharge the claim, Tax or Environmental Claim"), or and (iii) the SWI Distribution Indemnifying Party makes reasonably adequate provision to satisfy the Indemnified Party of the Indemnifying Party's ability to satisfy and discharge the claim (the foregoing collectively, the "Litigation Conditions"); provided, however, that if the parties in any action shall include both an Indemnifying Party and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifying Party; and provided further, however, that the Indemnifying Party shall forfeit the right to control the defense or settlement of any such claim if, at any time after assuming the defense or settlement thereof, the Indemnifying Party no longer satisfies the Litigation Conditions. Subject to the foregoing, if the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnified Party of its intent to do so, and the Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. The Indemnifying Party shall obtain the prior written approval of the Indemnified Party ("SWI Distribution which approval shall not be unreasonably withheld) before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of any Asserted Liability Claims") if, pursuant to or (B) as a result of such settlement, compromise, admission or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party. No Indemnifying Party shall consent to enforce the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a court release from all liability in respect of competent jurisdiction which finds such Asserted Liability. If the Indemnifying Party elects not to compromise or determines defend the Asserted Liability, fails to notify the Indemnified Party of its election as herein provided, or fails to satisfy the Litigation Conditions, the Indemnified Party may pay, compromise or defend such Asserted Liability, subject to indemnification by the Indemnifying Party hereunder; provided, however, that the Company and/or Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent (which consent shall not be withheld unreasonably) of such Indemnifying Party. The Indemnified Party and the Indemnifying PersonsParty may participate, or at their own expense, in the defense of an Asserted Liability if the other party is entitled and elects to defend such Asserted Liability. If the Indemnifying Party is entitled and elects to defend any of themclaim, had an intent the Indemnified Party shall, subject to defraud or made a willful misrepresentation or omission receipt of a material fact in connection with this Agreement reasonable confidentiality agreement, make available to the Indemnifying Party any books, records or the Certificate of Merger other documents within its control, and the transactions contemplated hereby or thereby. Notwithstanding reasonable assistance of its employees, for which the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) Party shall be limited obliged to an aggregate total reimburse the Indemnified Party the reasonable out-of-pocket expenses of $10,000,000, including the amounts deposited in the Escrow Fundmaking them available.