Common use of Indemnification Obligations Clause in Contracts

Indemnification Obligations. (a) All covenants, representations and warranties made in this Agreement by the Corporation are deemed to have been relied on by the Purchaser, notwithstanding any investigation made by or on behalf of the Purchaser. Subject to the limitations set forth in Section 5.2(b) and subject to Section 5.2(c), the members of the MIC Group (the “Indemnitors”), for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Purchaser, and each of the Purchaser's officers, directors, employees, agents, advisors, representatives and affiliates, and the respective successors, assigns, heirs, executors, administrators and legal and personal representatives of each of the foregoing (each, an “Indemnitee”), from and against all Direct Damages incurred or suffered by any of them in any capacity and resulting from or relating to the occurrence of a Non-Monetary Event of Default. (b) The obligations of the Indemnitors under Section 5.2(a) are subject to the following limitations: (i) except for the matters referred to in paragraphs (ii) and (iii) hereof, the obligations of the Indemnitors under Section 5.2(a) will terminate on the date that is two (2) years following the date of this Agreement, except with respect to bona fide claims by any Indemnitee set forth in written notices given by them to the Corporation prior to such date; (ii) the obligations of the Indemnitors in respect of any claim relating to Tax matters, including any claim arising out of Section 3.12, will terminate on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax or other additional amounts) against the applicable member of the MIC Group, having regard to any waivers given by any such entity in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such date; (iii) the obligations of the Indemnitors in respect of any claim based upon fraud or intentional misrepresentation shall survive indefinitely; and (iv) the liability of the Indemnitors under Section 5.2(a), whether alone or in the aggregate, shall be limited to an amount equal to the Aggregate Installment Amount. (c) The Indemnitors, for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Indemnitees from and against all Direct Damages and Indirect Damages incurred or suffered by any of them in any capacity and resulting from or relating to: (i) an Event of Default; (ii) a Bankruptcy Occurrence; or (iii) a breach by the Corporation of Section 6.8. The rights of indemnity under Section 5.2(c) shall not be subject to any monetary limitation and shall be in addition to, and not in substitution for, all of the rights and remedies of the Indemnitees otherwise afforded to the Indemnitees by law, equity or otherwise in respect of the occurrence of an Event of Default, a Bankruptcy Occurrence or a breach by the Corporation of Section 6.8, including all rights and remedies of the Purchaser under Section 2.12.

Indemnification Obligations. To the furthest extent allowable by law, CSO shall indemnify, defend and hold Lender and its partners and affiliates and their respective directors, officers, employees, shareholders, lenders, partners and agents (aherein, the “Lender Indemnified Parties”) All covenantsharmless from and against any and all claims, representations causes of action, demands, liabilities, losses, penalties, fines, judgments, damages or expenses (including, without limitation, legal fees, fines, court costs, accounting fees and warranties made in this Agreement by the Corporation are deemed to have been relied class action costs) (collectively “Damages”) whether based on by the Purchasercontract, notwithstanding any investigation made tort, common law, equity, or statute (each, a “Claim”), asserted by or on behalf of any Applicant, Borrower, Regulatory Authority, or other person or entity relating to, arising or alleged to have arisen in whole or in part out of or in consequence of all of the Purchaser. Subject to following: (i) any breach by CSO of its obligations under this Agreement or the limitations inaccuracy of any warranty or representation of CSO set forth in Section 5.2(bthis Agreement; (ii) and subject to Section 5.2(c)any act or omission (whether one or more) of any Third Party Service Provider retained by CSO, the members inaccuracy of any warranty or representation made for the benefit of Lender by any Third Party Service Provider retained by CSO, or the breach of any obligation owed to Lender by any Third Party Service Provider retained by CSO; (iii) any claim or determination that the Loans or the activities of the MIC Group (the “Indemnitors”), for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Purchaser, and each parties hereunder are illegal under or prohibited by any of the Purchaser's officersRules and any other claim asserted by or on behalf of any Applicants, directorsBorrowers or Regulatory Authority with respect to the Loans; (iv) any examination, investigation or audit conducted by a Regulatory Authority; (v) any actual or alleged injury to any Applicant, Borrower and/or actual or prospective customer of CSO or to any employee of CSO actually caused or alleged to have been caused in whole or in part by CSO or any of its employees, agents or representatives; (vi) any transaction (whether one or more) arising out of, relating to, and/or pursuant to this Agreement; (vii) any claim by a Borrower relating to the documentation of a Loan by CSO or Lender and/or (viii) any act or omission (whether one or more) of CSO, and/or its employees, agents, advisorsrepresentatives and/or third party service providers in connection with their performance or lack of performance of any duty or activity contemplated by this Agreement. The obligation under this Section 19(a) shall include payment of all reasonable and necessary counsel fees and expert fees. THE OBLIGATIONS OF CSO TO INDEMNIFY AND DEFEND INDEMNIFIED PARTIES UNDER THIS SECTION 19(a) SHALL EXTEND WITHOUT LIMITATION TO CLAIMS THAT ALLEGE THE NEGLIGENCE, representatives GROSS NEGLIGENCE, AND/OR INTENTIONAL ACTS OF LENDER, EXCEPT THAT CSO SHALL HAVE NO INDEMNIFICATION OBLIGATION CAUSED BY LENDER’S GROSS NEGLIGENCE AND/OR INTENTIONAL TORTS, EXCEPT TO THE EXTENT SUCH GROSS NEGLIGENCE OR INTENTIONAL TORT ARISES FROM ACTIONS REASONABLY REQUIRED TO PERFORM LENDER OBLIGATIONS UNDER THIS AGREEMENT. Additionally, CSO’s indemnification obligations under this Section 19(a) shall include the payment of all costs of defense, if any, including without limitation, all reasonable and affiliatesnecessary attorney’s fees, court costs, accounting fees, class action costs and the respective successorsexpert fees, assigns, heirs, executors, administrators and legal and personal representatives of each of the foregoing (each, an “Indemnitee”), from and against all Direct Damages incurred or suffered by any of them in any capacity and resulting from or relating subject to the occurrence of a Non-Monetary Event of Default. (b) The obligations of the Indemnitors CSO’s reimbursement rights under Section 5.2(a19(c) are subject to the following limitations: (i) except for the matters referred to below. Except as otherwise provided in paragraphs (ii) and (iii) hereofthis Section 19(a), the obligations of the Indemnitors CSO to defend, indemnify and hold Lender Indemnified Parties harmless under this Section 5.2(a19(a) will terminate on the date that is two (2) years following the date of this Agreement, except with respect to bona fide claims by any Indemnitee set forth in written notices given by them shall extend without limitation to the Corporation prior to such date; (ii) the obligations actual or alleged omissions, negligence, gross negligence, and intentional acts of the Indemnitors in respect of any claim relating to Tax mattersLender, including any claim arising out of Section 3.12Lender’s sole or concurrent negligence. NOTHING CONTAINED HEREIN SHALL REQUIRE CSO TO DEFEND, will terminate on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax or other additional amounts) against the applicable member of the MIC Group, having regard to any waivers given by any such entity in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such date; (iii) the obligations of the Indemnitors in respect of any claim based upon fraud or intentional misrepresentation shall survive indefinitely; and (iv) the liability of the Indemnitors under Section 5.2(a), whether alone or in the aggregate, shall be limited to an amount equal to the Aggregate Installment AmountINDEMNIFY OR HOLD LENDER INDEMNIFIED PARTIES HARMLESS FROM LENDER’S BREACH OF THIS AGREEMENT. (c) The Indemnitors, for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Indemnitees from and against all Direct Damages and Indirect Damages incurred or suffered by any of them in any capacity and resulting from or relating to: (i) an Event of Default; (ii) a Bankruptcy Occurrence; or (iii) a breach by the Corporation of Section 6.8. The rights of indemnity under Section 5.2(c) shall not be subject to any monetary limitation and shall be in addition to, and not in substitution for, all of the rights and remedies of the Indemnitees otherwise afforded to the Indemnitees by law, equity or otherwise in respect of the occurrence of an Event of Default, a Bankruptcy Occurrence or a breach by the Corporation of Section 6.8, including all rights and remedies of the Purchaser under Section 2.12.

Indemnification Obligations. (a) All covenants, representations and warranties made in this Agreement by the Corporation are deemed to have been relied on by the Purchaser, notwithstanding any investigation made by or on behalf of the Purchaser. Subject to the limitations set forth in Section 5.2(b) 9.01 and subject to this Section 5.2(c)9.02, from and after the members of the MIC Group Closing, Sellers (the “Indemnitors”)severally and not jointly; provided, for each of which the Corporation acts as agent hereunderhowever, will that Kaiser is explicitly jointly and severally liable for all Sellers) shall indemnify, defend and hold harmless the PurchaserBuyer and each of its Affiliates, and each of the Purchaser's their respective officers, members, partners, managers, directors, employeesemployees and agents (collectively, agents, advisors, representatives and affiliates, and the respective successors, assigns, heirs, executors, administrators and legal and personal representatives of each of the foregoing (each, an “IndemniteeBuyer Indemnitees”), harmless from and against all Direct Damages incurred or suffered by any of them in any capacity against, and resulting from or relating pay to the occurrence applicable Buyer Indemnitees the amount of, any and all Liabilities arising out of a Non-Monetary Event of Default. (b) The obligations of the Indemnitors under Section 5.2(a) are subject or related to, based upon, attributable to the following limitationsor resulting from: (i) except for the matters referred to in paragraphs (ii) and (iii) hereof, the obligations any breach or inaccuracy of any of the Indemnitors under representations and warranties of Sellers, Target, Manager or Nominee contained herein or in the certificate delivered at Closing on behalf Sellers pursuant to Section 5.2(a) will terminate on the date that is two (2) years following the date of this Agreement, except with respect to bona fide claims by any Indemnitee set forth in written notices given by them to the Corporation prior to such date2.08(c); (ii) the obligations any breach of any of the Indemnitors in respect covenants of any claim relating to Tax mattersSellers (including Seller Representative), including any claim arising out of Section 3.12Manager, will terminate on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess Target or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax or other additional amounts) against the applicable member of the MIC Group, having regard to any waivers given by any such entity in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such dateNominee contained herein; (iii) the obligations any actions or activities of Target not directly related to Target’s ownership or operation of the Indemnitors in respect Properties, including any Liabilities associated with violations of any claim based upon fraud federal or intentional misrepresentation shall survive indefinitely; andstate securities Laws; (iv) the liability payment (or non-payment) of Burdens to which the Indemnitors under Section 5.2(a), whether alone Properties are subject or amounts that are attributable to periods prior to the Effective Time for which Target (or Nominee) has or had responsibility by virtue of its ownership interest in the aggregateProperties during such periods, shall be limited and amounts for which Sellers are responsible pursuant to an amount equal to the Aggregate Installment Amount. (c) The Indemnitors, for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Indemnitees from and against all Direct Damages and Indirect Damages incurred or suffered by any of them in any capacity and resulting from or relating to: (i) an Event of DefaultSection 2.09; (iiv) a Bankruptcy Occurrence; orexcept for (and without limiting Buyer’s responsibility for) Asset Taxes to the extent requiring an upward Purchase Price adjustment under Article II, any Taxes of Target; (iiivi) a breach by the Corporation disposal or transportation of Section 6.8. The rights any Hazardous Materials from any of indemnity under Section 5.2(c) shall not be subject the Properties to any monetary limitation location not on the Properties or lands unitized therewith, in each case, to the extent attributable to periods prior to the Effective Time; (vii) any personal injury, death or property damage with respect to Target’s and shall be in addition to, and not in substitution for, all Nominee’s ownership of the rights and remedies Properties, in each case, that are either (a) attributable to periods of the Indemnitees otherwise afforded time prior to the Indemnitees by law, equity Effective Time or otherwise in (b) attributable to periods of time prior to the Closing and to the extent Target has coverage under any of its insurance policies for any Liabilities with respect of the occurrence of an Event of Default, a Bankruptcy Occurrence or a breach by the Corporation of Section 6.8, including all rights and remedies of the Purchaser under Section 2.12thereto; and (viii) any failure to obtain any Third Party Consents.

Indemnification Obligations. (a) All covenants, representations and warranties made in this Agreement by the Corporation are deemed to have been relied on by the Purchaser, notwithstanding any investigation made by or on behalf of the Purchaser. 8.3.1 Subject to the limitations set forth in Section 5.2(b) and subject to Section 5.2(c)8.4, the members of the MIC Group (the “Indemnitors”), for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend Seller shall indemnify and hold harmless the PurchaserBuyer, each member of the Company Group and each of their respective current and future Affiliates (including for these purposes the Purchaser's general partner of Buyer and its direct and indirect equity-holders, but excluding any such Person that is or becomes an Affiliate of the Buyer solely as a result of the purchase of publicly traded securities from the general public) and any of the respective officers, members, partners, directors, managers, employees, agents, advisors, representatives and affiliates, and the respective successors, assigns, heirs, executors, administrators and legal and personal representatives of each Affiliates of the foregoing (eachcollectively, an the “IndemniteeBuyer Indemnified Parties”), ) from and against all Direct Damages incurred or suffered by any of them their respective Losses based upon, attributable to, or resulting from (including any and all Proceedings, demands, or assessments arising out of): (a) the failure of any of the representations or warranties made by the Seller in this Agreement, in the Transaction Documents (except to the extent any such Transaction Documents provide for separate or UNIT PURCHASE AGREEMENT 62 standalone indemnification or other remedies and without duplication of any separate indemnification under this Agreement, including, with respect to Taxes, Section 5 of this Agreement) or in any capacity certificate delivered pursuant hereto or thereto, to be true and resulting from or relating to correct in all respects on and as of the occurrence date hereof and on and as of a Non-Monetary Event of Default.the Closing Date; (b) The obligations the breach of any covenant or other agreement on the part of the Indemnitors Seller under this Agreement, the Transaction Documents (except to the extent any such Transaction Documents provide for separate or standalone indemnification or other remedies and without duplication of any separate indemnification under this Agreement, including, with respect to Taxes, Section 5 of this Agreement) or in any certificate delivered pursuant hereto or thereto; and (c) any Excluded Liabilities. 8.3.2 Subject to the limitations set forth in Section 8.4, the Buyer shall indemnify and hold harmless the Seller and Seller’s current and future Affiliates (other than members of the Company Group) and any of their respective officers, members, partners, directors, managers, employees, and Affiliates of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any of their respective Losses based upon, attributable to, or resulting from (including any and all Proceedings, demands, or assessments arising out of): (a) the failure of any of the representations or warranties made by the Buyer in this Agreement, in the Transaction Documents (except to the extent any such Transaction Documents provide for separate or standalone indemnification or other remedies and without duplication of any separate indemnification under this Agreement, including, with respect to Taxes, Section 5 of this Agreement) or in any certificate delivered pursuant hereto or thereto to be true and correct in all respects on and as of the date hereof and on and as of the Closing Date; and (b) the breach of any covenant or other agreement on the part of the Buyer under this Agreement (other than any covenant or other agreement on the part of the Buyer under Section 5.2(a) are subject 5), in the Transaction Documents (except to the extent any such Transaction Documents provide for separate or standalone indemnification or other remedies and without duplication of any separate indemnification under this Agreement, including, with respect to Taxes, Section 5 of this Agreement) or in any certificate delivered pursuant hereto or thereto. UNIT PURCHASE AGREEMENT 63 8.3.3 In the event any Specified Matter exists or occurs on or following limitations: Closing, the Seller shall immediately upon written demand by Buyer pay to Buyer or its designee the corresponding Specified Payment in cash by wire transfer of immediately available funds in accordance with written instructions provided by Buyer. The Parties agree that the Losses the Buyer would incur in the event of any Specified Matter would be difficult to determine and that each Specified Payment is not a penalty, but is liquidated damages in a reasonable amount sufficient to compensate the Buyer for the specifically delineated facts, circumstances, matters and outcome referred to in Schedule C with respect to such Specified Matter and upon the payment of the Specified Payment with respect to a Specified Matter, the Buyer Indemnified Parties shall not be entitled to seek indemnification hereunder in respect of the specifically delineated facts, circumstances, matters and outcome referred to in Schedule C with respect to such Specified Matter; provided, that notwithstanding the foregoing, (i) except Seller shall separately indemnify the Buyer Indemnified Parties for the matters referred to in paragraphs any Losses based upon, attributable to, or resulting from (iiincluding any and all Proceedings, demands or assessments arising out of) and (iii) hereofprosecution, the obligations of the Indemnitors under Section 5.2(a) will terminate on the date that is two (2) years following the date of this Agreementpreparation, except with respect to bona fide claims by any Indemnitee set forth in written notices given by them to the Corporation prior to such date; (ii) the obligations of the Indemnitors negotiation, defense or similar activities in respect of any claim dispute with any Person relating to Tax mattersa Specified Matter, including the fees of any claim arising out of Section 3.12attorneys, will terminate on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess or reassess liability for Taxes (other than interestaccountants, penaltiesappraisers, fines, additions to Tax or other additional amountscosts, fees or expenses incurred by any Buyer Indemnified Party; and (ii) against the applicable member payment of the MIC Group, having regard Specified Payment with respect to a Specified Matter shall not in any waivers given by way limit or preclude any such entity Buyer Indemnified Party’s right to indemnification pursuant to this Section 8 in respect of any taxation yearfacts, except circumstances, matters or outcome other than the specifically delineated facts, circumstances, matters and outcome referred to in Schedule C with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such date; (iii) the obligations of the Indemnitors in respect of any claim based upon fraud or intentional misrepresentation shall survive indefinitely; and (iv) the liability of the Indemnitors under Section 5.2(a), whether alone or in the aggregate, shall be limited to an amount equal to the Aggregate Installment AmountSpecified Matter for which a Specified Payment was received. (c) The Indemnitors, for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Indemnitees from and against all Direct Damages and Indirect Damages incurred or suffered by any of them in any capacity and resulting from or relating to: (i) an Event of Default; (ii) a Bankruptcy Occurrence; or (iii) a breach by the Corporation of Section 6.8. The rights of indemnity under Section 5.2(c) shall not be subject to any monetary limitation and shall be in addition to, and not in substitution for, all of the rights and remedies of the Indemnitees otherwise afforded to the Indemnitees by law, equity or otherwise in respect of the occurrence of an Event of Default, a Bankruptcy Occurrence or a breach by the Corporation of Section 6.8, including all rights and remedies of the Purchaser under Section 2.12.

Indemnification Obligations. (a) All covenants, representations and warranties made in this Agreement by the Corporation are deemed to have been relied on by the Purchaser, notwithstanding any investigation made by or on behalf of the Purchaser. Subject to the limitations set forth in Section 5.2(b) this Agreement, Seller shall, from and subject to Section 5.2(c)after the Closing, the members of the MIC Group (the “Indemnitors”), for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold each Buyer Indemnitee harmless the Purchaser, and each of the Purchaser's officers, directors, employees, agents, advisors, representatives and affiliates, and the respective successors, assigns, heirs, executors, administrators and legal and personal representatives of each of the foregoing (each, an “Indemnitee”), from and against any and all Direct Damages suffered or incurred or suffered by any of them in any capacity and resulting from such Buyer Indemnitee arising out or relating to (i) a breach of any covenant, agreement and obligation of Seller set forth in this Agreement (except for the occurrence covenants of a Non-Monetary Event Seller in Section 8.3(a)), (ii) for the breach of Defaultany representation or warranty of Seller set forth in this Agreement (or any certificate delivered by Seller at Closing) for which written notice is received by Seller from Buyer within the applicable Survival Period, (iii) the matters disclosed on, or that are required to be disclosed on Exhibit 4.6, Exhibit 4.8 and Exhibit 4.9 (for the representation and warranties in Sections 4.6, 4.8 and 4.9 to be true and correct) and (iv) Damages suffered or incurred by such Buyer Indemnitee arising out of or relating to third party claims brought against Buyer (which shall exclude claims by affiliates of Buyer or claims by Buyer’s successors and assigns) with respect to the Retained Obligations. Seller’s indemnity under this Section 11.1(a) shall not cover or include any matters pertaining to title to the Properties or environmental matters, including Title Defects and Environmental Defects, which will be governed exclusively by Article VII hereof. (b) The obligations Buyer shall, from and after the Closing, assume, indemnify, defend and hold each Seller Indemnitee harmless from and against any and all Damages suffered or incurred by such Seller Indemnitee arising out of the Indemnitors under Section 5.2(a) are subject or relating to the following limitations: (i) any breach of any covenant, agreement or obligation of Buyer set forth in this Agreement (except for the matters referred to covenants of Buyer in paragraphs Section 8.3(b)) and (ii) and (iii) hereofany liability, the obligations or obligation arising out of the Indemnitors under Section 5.2(a) will terminate on the date that is two (2) years following the date of this Agreement, except or with respect to bona fide claims by the development, construction, ownership, operation or condition of the Properties regardless of whether the same accrued or otherwise arose before, on or after the Effective Date, including liabilities occurring under the Transferred Contracts, provided that Buyer is not obligated to indemnify Seller under this Section 11.1(b) for any Indemnitee set forth in written notices given by them Damages to the Corporation prior extent Seller is obligated to indemnify Buyer for such date; (iiDamages pursuant to Section 11.1(a) the obligations of the Indemnitors in respect of or Section 13.1 or otherwise pursuant to this Agreement or any claim relating to Tax matters, including any claim arising out of Section 3.12, will terminate on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax or other additional amounts) against the applicable member of the MIC Group, having regard to any waivers given by any such entity in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such date; (iii) the obligations of the Indemnitors in respect of any claim based upon fraud or intentional misrepresentation shall survive indefinitely; and (iv) the liability of the Indemnitors under Section 5.2(a), whether alone or in the aggregate, shall be limited to an amount equal to the Aggregate Installment AmountTransaction Document. (c) The IndemnitorsTHE FOREGOING INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, for each of which the Corporation acts as agent hereunderOBLIGATIONS OR LIABILITIES, will jointly and severally indemnifyOR SUCH CLAIMS, defend and hold harmless the Indemnitees from and against all Direct Damages and Indirect Damages incurred or suffered by any of them in any capacity and resulting from or relating to: ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) an Event of Default; NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) OF ANY INDEMNIFIED PARTY, OR (ii) a Bankruptcy Occurrence; or (iii) a breach by the Corporation of Section 6.8. The rights of indemnity under Section 5.2(c) shall not be subject to any monetary limitation and shall be in addition to, and not in substitution for, all of the rights and remedies of the Indemnitees otherwise afforded to the Indemnitees by law, equity or otherwise in respect of the occurrence of an Event of Default, a Bankruptcy Occurrence or a breach by the Corporation of Section 6.8, including all rights and remedies of the Purchaser under Section 2.12STRICT LIABILITY.

Indemnification Obligations. (a) All covenantsSeller agrees, representations and warranties made in this Agreement by the Corporation are deemed to have been relied on by the Purchaser, notwithstanding any investigation made by or on behalf of the Purchaser. Subject subject to the limitations set forth in Section 5.2(b) other terms and subject conditions of this Agreement, to Section 5.2(c)indemnify Buyer, its Affiliates and the members of the MIC Group (the “Indemnitors”), for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Purchaser, and each of the Purchaser's officers, directors, employees, agents, advisors, representatives advisers and affiliates, and the respective successors, assigns, heirs, executors, administrators and legal and personal representatives of each such person (collectively, “Buyer Indemnitees”) and hold Buyer Indemnitees harmless from and after the Closing Date for any and all Losses actually suffered or incurred by Buyer Indemnitees, (i) arising out of or resulting from the breach of any representation or warranty of Seller or Company, other than a breach of the foregoing (each, an “Indemnitee”representations and warranties in Section 3.7(c) and 3.22(b), from and against all Direct Damages incurred (ii) arising out of or suffered by any of them in any capacity and resulting from the breach of any covenant or relating agreement of Seller, in each case, contained in this Agreement, except, in the case of clause (a) and (b), to the occurrence extent any loss or portion thereof has been included in or accounted for in the computation of a Non-Monetary Event Final Working Capital and (iii) as set forth on Section 7.2 of Defaultthe Disclosure Schedules. (b) The obligations of the Indemnitors under Section 5.2(a) are Seller agrees, subject to the following limitations: (i) except for the matters referred to in paragraphs (ii) other terms and (iii) hereof, the obligations of the Indemnitors under Section 5.2(a) will terminate on the date that is two (2) years following the date conditions of this Agreement, except with respect to bona fide claims indemnify Buyer Indemnitees and hold Buyer Indemnitees harmless from and after the Closing Date for any and all Losses actually suffered or incurred by Buyer Indemnitees, arising out of or resulting from the breach of any Indemnitee representation or warranty in Section 3.7(c) or 3.22(b). Buyer and Seller agree that, subject to the other terms and conditions of this Agreement, for (i) any breach of any representation and warranty in Section 3.7(c), Losses for such breach will be calculated as the amount by which Company’s actual monthly tower cash flow (which shall include the aggregate net impact of all inadvertent excluded or included site leasing revenues or expenses), as of February 1, 2006 based on Company’s books and records (calculated in the same manner as Company calculated tower cash flow for purposes of preparing the schedule in Section 3.7(c)) was less than the tower cash flow on February 1, 2006 set forth in written notices given on the schedule annualized and the result multiplied by them to the Corporation prior to such date; Indemnity Multiple and (ii) the obligations of the Indemnitors in respect any breach of any claim relating to Tax mattersrepresentation and warranty in Section 3.22(b), including Losses for such breach will be calculated as the annualized rent as of February 1, 2006 (net of any claim arising out of Section 3.12, will terminate on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax or other additional amounts) against the applicable member of the MIC Group, having regard revenue sharing directly related to any waivers given such Tenant Lease) payable under any Tenant Lease omitted from Schedule 3.22(b) in breach thereof multiplied by any such entity in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such date; (iii) the obligations of the Indemnitors in respect of any claim based upon fraud or intentional misrepresentation shall survive indefinitely; and (iv) the liability of the Indemnitors under Section 5.2(a), whether alone or in the aggregate, shall be limited to an amount equal to the Aggregate Installment AmountIndemnity Multiple. (c) The IndemnitorsEach of Buyer and Parent agrees, for subject to the other terms and conditions of this Agreement, to indemnify Seller, its Affiliates, and the officers, directors, employees, agents, advisers and representatives of each of which the Corporation acts as agent hereundersuch person (collectively, will jointly and severally indemnify, defend “Seller Indemnitees”) and hold Seller Indemnitees harmless the Indemnitees from and against after the Closing Date for any and all Direct Damages and Indirect Damages Losses actually suffered or incurred by Seller Indemnitees, arising out of or suffered by any of them in any capacity and resulting from or relating to: the breach of (i) an Event any representation or warranty of Default; Buyer or Parent, and (ii) a Bankruptcy Occurrence; or (iii) a breach by the Corporation any covenant or agreement of Section 6.8. The rights of indemnity under Section 5.2(c) shall not be subject to any monetary limitation and shall be Buyer or Parent, in addition toeach case, and not contained in substitution for, all of the rights and remedies of the Indemnitees otherwise afforded to the Indemnitees by law, equity or otherwise in respect of the occurrence of an Event of Default, a Bankruptcy Occurrence or a breach by the Corporation of Section 6.8, including all rights and remedies of the Purchaser under Section 2.12this Agreement.

Indemnification Obligations. (a) All covenantsPrinciple. From and after the Closing, representations each Individual Seller, it being specified that outside of and warranties made with respect to claims in this Agreement by the Corporation are deemed to have been relied on by the Purchaser, notwithstanding any investigation made by or on behalf excess of the Purchaser. Subject to the limitations set forth in Section 5.2(b) and subject to Section 5.2(c)Escrow Amount, the members of the MIC Group (the “Indemnitors”), for each of which the Corporation acts as agent hereunder, will First Individual Seller shall be jointly and severally indemnifyliable with the Second Individual Seller but that the reverse does not apply, shall defend and hold harmless indemnify the PurchaserPurchaser Indemnified Parties against, and hold each of the Purchaser's officersPurchaser Indemnified Parties harmless from, directorsLosses directly suffered, employees, agents, advisors, representatives and affiliates, and the respective successors, assigns, heirs, executors, administrators and legal and personal representatives of each of the foregoing (each, an “Indemnitee”), from and against all Direct Damages incurred or suffered paid by any them as a result of them in any capacity and resulting from or relating to the occurrence of (a Non-Monetary Event of Default. (b) The obligations of the Indemnitors under Section 5.2(a) are subject to the following limitations:“Triggering Event”): (i) except for the matters referred to in paragraphs (ii) and (iii) hereof, the obligations any breach of any of the Indemnitors under representations and warranties of the Individual Sellers made in Articles 3 and 4, other than the Sellers’ Fundamental Representations and other than pursuant to Section 5.2(a) will terminate on the date that is two (2) years following the date of this Agreement, except with respect to bona fide claims by any Indemnitee set forth in written notices given by them to the Corporation prior to such date4.9; (ii) the obligations any breach of any of the Indemnitors in respect of any claim relating to Tax matters, including any claim arising out of Section 3.12, will terminate on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax or other additional amounts) against the applicable member of the MIC Group, having regard to any waivers given by any such entity in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such dateSellers’ Fundamental Representations; (iii) any (i) additional or increased liability, or (ii) decrease or inadequacy of assets caused by or originating from any event, fact, act, omission or operation occurred prior to the obligations Closing Date, which may or may not be known on this date, which has not been booked or provisioned in the Financial Statements, or which has been inadequately booked or provisioned, for which the applicable statute of the Indemnitors in respect of any claim based upon fraud or intentional misrepresentation shall survive indefinitelylimitation has not expired; and (iv) the liability any breach of any of the Indemnitors under representations and warranties of the Individual Sellers made pursuant to Section 5.2(a)4.9, whether alone any and all Taxes (or in the aggregate, shall be limited to an amount equal non-payment thereof) imposed on or with respect to the Aggregate Installment Amountproperties, income or operations of the Group, or for which any Group Member may be liable, for all taxable periods ending on or before the Closing Date and the portion of the Straddle Period through the end of the Closing Date to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) in calculating the Net Working Capital (rather than in any notes thereto). (cb) Determination of the Amount of Each Indemnification. The Indemnitors, for amount of each of which indemnification payable by the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless Individual Sellers to the Indemnitees from and against all Direct Damages and Indirect Damages incurred or suffered by any of them in any capacity and resulting from or relating toPurchaser Indemnified Parties under this Section 9.1 (the “Indemnification”) shall be: (i) an Event reduced by the amount of Defaultany provision specifically recorded in the Financial Statements in relation to the relevant Loss, after deduction of the additional Tax on the results resulting from the reversal of the said provision; (ii) reduced by any amount paid or received by any Group Member from an insurance company and/or a Bankruptcy Occurrence; orthird party in compensation for the relevant Loss, less the Tax generated by the said amount and the costs, fees and expenses incurred to obtain the payment thereof, provided, however, that the Purchaser and/or the Purchaser Indemnified Parties shall not be required to file any claim with such insurance company or pursue any Proceedings with respect to third parties; (iii) a breach reduced, where applicable, by the Corporation amount of Section 6.8the corporate Tax saving effectively generated as a result of the payment of the Indemnification if the Triggering Event is a Tax-deductible expense as reasonably determined by the Parties. The rights of indemnity under Section 5.2(c) shall not be subject to any monetary limitation and A corporate Tax saving shall be in addition to, and not in substitution for, all of the rights and remedies of the Indemnitees otherwise afforded to the Indemnitees by law, equity or otherwise deemed effective in respect of the occurrence fiscal year of an the Triggering Event if it effectively reduces the amount of Default, a Bankruptcy Occurrence or a breach the corporate Tax payable by the Corporation entity that has received the Indemnification in the absence of Section 6.8any Loss giving rise to Indemnification, including all rights and remedies excluding the creation of, or increase in, any tax loss carried forward; (iv) in the event that the Triggering Event has the effect of deferring in time the deduction of expenses or the recognition of income and/or deferring in time the payment of Taxes or contributions (in particular the reintegration of depreciation, inventories and/or provisions), the amount of the Indemnification may only cover any late payment interest and penalties effectively borne by the Purchaser or any Group Member concerned, as a result of such a deferral; and (v) in the event that any tax cost is borne by the Purchaser or any Group Member in connection with the receipt of any Indemnification payable by the Individual Sellers under Section 2.12this Guarantee, the amount of the said Indemnification shall be increased such that the Purchaser Indemnified Parties receives an amount net of Tax, equal to the amount of the Loss indemnified.

Indemnification Obligations. (a) All covenants, representations and warranties made in this Agreement by the Corporation are deemed to have been relied on by the Purchaser, notwithstanding any investigation made by or on behalf of the Purchaser. Subject to the limitations set forth in Section 5.2(b) and subject to Section 5.2(c)8.4, the members of the MIC Group (the “Indemnitors”), for each of which the Corporation acts as agent hereunder, will Seller Parties shall jointly and severally indemnify, defend indemnify and hold harmless the PurchaserBuyer and its officers, and each of the Purchaser's officersmembers, partners, directors, managers, employees, agentsand Affiliates (collectively, advisors, representatives and affiliates, and the respective successors, assigns, heirs, executors, administrators and legal and personal representatives of each of the foregoing (each, an “IndemniteeBuyer Indemnified Parties”), ) from and against all Direct Damages incurred any Losses based upon, attributable to, or suffered by any of them in any capacity and resulting from (including any and all Proceedings, demands, or relating to the occurrence of a Non-Monetary Event of Default. (b) The obligations of the Indemnitors under Section 5.2(a) are subject to the following limitations:assessments arising out of): (i) the failure of any of the representations or warranties made by the Seller Parties in this Agreement to be true and correct in all respects on and as of the date hereof and on and as of the Closing Date (except for the matters referred to representations and warranties made as of some other specified date, in paragraphs (ii) which case on and (iii) hereof, the obligations as of the Indemnitors under Section 5.2(a) will terminate on the date that is two (2) years following the date of this Agreement, except with respect to bona fide claims by any Indemnitee set forth in written notices given by them to the Corporation prior to such specified date); (ii) the obligations breach of any covenant or other agreement on the part of the Indemnitors in respect of any claim relating to Tax matters, including any claim arising out of Section 3.12, will terminate on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax or other additional amounts) against the applicable member of the MIC Group, having regard to any waivers given by any such entity in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such dateSeller Parties under this Agreement; (iii) any Excluded Assets or the obligations of Excluded Asset Transfer; (iv) any and all Taxes imposed on or with respect to the Indemnitors in respect of Company for any claim based upon fraud or intentional misrepresentation shall survive indefinitelyPre-Effective Time Tax Period; and (ivv) the liability ownership of the Indemnitors under Section 5.2(a), whether alone or in the aggregate, shall be limited to an amount equal Company prior to the Aggregate Installment AmountEffective Time, including the conduct of its business and the use, ownership, and operation of the Assets. (cb) The IndemnitorsSubject to the limitations set forth in Section 8.4, for each Buyer (and CHKM solely with respect to the failure of which the Corporation acts representations and warranties set forth in Section 3.8 to be true and correct in all respects on and as agent hereunder, will jointly of the date hereof and severally indemnify, defend on and as of the Closing Date) shall indemnify and hold harmless the Indemnitees Seller Parties and their respective officers, members, partners, directors, managers, employees, and Affiliates (collectively, the “Seller Indemnified Parties”) from and against all Direct Damages and Indirect Damages incurred any Losses based upon, attributable to, or suffered by any of them in any capacity and resulting from (including any and all Proceedings, demands, or relating to:assessments arising out of): (i) an Event the failure of Default;any of the representations or warranties made by Buyer in this Agreement to be true and correct in all respects on and as of the date hereof and on and as of the Closing Date; and (ii) a Bankruptcy Occurrence; or (iii) a the breach by of any covenant or other agreement on the Corporation part of Section 6.8. The rights of indemnity Buyer under Section 5.2(c) shall not be subject to any monetary limitation and shall be in addition to, and not in substitution for, all of the rights and remedies of the Indemnitees otherwise afforded to the Indemnitees by law, equity or otherwise in respect of the occurrence of an Event of Default, a Bankruptcy Occurrence or a breach by the Corporation of Section 6.8, including all rights and remedies of the Purchaser under Section 2.12this Agreement.

Indemnification Obligations. (a) All covenantsThe Management Shareholders, representations and warranties made in this Agreement by the Corporation are deemed to have been relied on by the Purchaser, notwithstanding any investigation made by or on behalf of the Purchaser. Subject to the limitations set forth in Section 5.2(b) and subject to Section 5.2(c), the members of the MIC Group (the “Indemnitors”), for each of which the Corporation acts as agent hereunder, will jointly and severally indemnifyseverally, defend and shall hold harmless the Purchaser, and indemnify each of the Purchaser's officers, directors, employees, agents, advisors, representatives Indemnitees (as defined below) from and affiliatesagainst, and the respective successors, assigns, heirs, executors, administrators shall compensate and legal and personal representatives of reimburse each of the foregoing Indemnitees for, any Damages (each, an “Indemnitee”), from and against all Direct Damages as defined below) which are directly or indirectly suffered or incurred or suffered by any of them in the Indemnitees or to which any capacity of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and resulting which arise directly or indirectly from or relating to the occurrence of as a Non-Monetary Event of Default. (b) The obligations of the Indemnitors under Section 5.2(a) direct or indirect result of, or are subject to the following limitationsconnected with: (i) except for any Breach (as defined below) of any representation or warranty made by the matters referred to in paragraphs (ii) and (iii) hereof, the obligations Company or any of the Indemnitors under Section 5.2(a) will terminate on the date that is two (2) years following the date Management Shareholders in Article 2 of this Agreement, except with respect Agreement (without giving effect to bona fide claims by any Indemnitee set forth in written notices given by them update to the Corporation prior to such dateCompany Disclosure Schedule); (ii) the obligations of the Indemnitors in respect any Breach of any claim relating to Tax mattersrepresentation or warranty or inaccuracy in any statement, including any claim arising out of Section 3.12, will terminate on information or provision contained in the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax or other additional amounts) against the applicable member of the MIC Group, having regard to any waivers given by any such entity in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such dateCompany Disclosure Schedule; (iii) the obligations any Breach of any covenant or obligation of the Indemnitors Company or any of the Selling Shareholders in respect of any claim based upon fraud or intentional misrepresentation shall survive indefinitely; andthis Agreement; (iv) the liability pending audit of the Indemnitors under Company's tax records by the California State Board of Equalization, identified in Section 5.2(a), whether alone or in 2.7(e) of the aggregate, shall be limited to an amount equal to the Aggregate Installment Amount. (c) The Indemnitors, for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Indemnitees from and against all Direct Damages and Indirect Damages incurred or suffered by any of them in any capacity and resulting from or relating to: (i) an Event of DefaultCompany Disclosure Schedule; (iiv) the Company's failure to pay GW Associates on a Bankruptcy Occurrencetimely basis for certain licenses, as indicated in Section 2.8(a)(xvi) of the Company Disclosure Schedule; or (iiivi) a breach by the Corporation of Section 6.8. The rights of indemnity under Section 5.2(c) shall not be subject any Proceeding relating directly or indirectly to any monetary limitation and shall be in addition toBreach, and not in substitution foralleged Breach, all liability or matter of the rights type referred to in clause "(i)," "(ii)," "(iii)," "(iv)" and remedies of the Indemnitees otherwise afforded to the Indemnitees by law, equity or otherwise in respect of the occurrence of an Event of Default, a Bankruptcy Occurrence or a breach by the Corporation of Section 6.8, including all rights and remedies of the Purchaser under Section 2.12."

Indemnification Obligations. (a) All covenants, representations and warranties made in this Agreement by the Corporation are deemed to have been relied on by the Purchaser, notwithstanding any investigation made by or on behalf of the Purchaser. Subject to the limitations set forth in Section 5.2(b) 9.01 and subject to this Section 5.2(c)9.02, from and after the members of the MIC Group Closing, Sellers (the “Indemnitors”)severally and not jointly; provided, for each of which the Corporation acts as agent hereunderhowever, will that Kaiser is explicitly jointly and severally liable for all Sellers) shall indemnify, defend and hold harmless the PurchaserBuyer and each of its Affiliates, and each of the Purchaser's their respective officers, members, partners, managers, directors, employeesemployees and agents (collectively, agents, advisors, representatives and affiliates, and the respective successors, assigns, heirs, executors, administrators and legal and personal representatives of each of the foregoing (each, an “IndemniteeBuyer Indemnitees”), harmless from and against all Direct Damages incurred or suffered by any of them in any capacity against, and resulting from or relating pay to the occurrence applicable Buyer Indemnitees the amount of, any and all Liabilities arising out of a Non-Monetary Event of Default. (b) The obligations of the Indemnitors under Section 5.2(a) are subject or related to, based upon, attributable to the following limitationsor resulting from: (i) except for the matters referred to in paragraphs (ii) and (iii) hereof, the obligations any breach or inaccuracy of any of the Indemnitors under representations and warranties of Sellers, Target, Manager or Nominee contained herein or in the certificate delivered at Closing on behalf Sellers pursuant to Section 5.2(a) will terminate on the date that is two (2) years following the date of this Agreement, except with respect to bona fide claims by any Indemnitee set forth in written notices given by them to the Corporation prior to such date2.08(c); (ii) the obligations any breach of any of the Indemnitors in respect covenants of any claim relating to Tax mattersSellers (including Seller Representative), including any claim arising out of Section 3.12Manager, will terminate on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess Target or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax or other additional amounts) against the applicable member of the MIC Group, having regard to any waivers given by any such entity in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such dateNominee contained herein; (iii) the obligations any actions or activities of Target not directly related to Target’s ownership or operation of the Indemnitors in respect Properties, including any Liabilities associated with violations of any claim based upon fraud federal or intentional misrepresentation shall survive indefinitely; andstate securities Laws; (iv) the liability payment (or non-payment) of Burdens to which the Indemnitors under Section 5.2(a), whether alone Properties are subject or amounts that are attributable to periods prior to the Effective Time for which Target (or Nominee) has or had responsibility by virtue of its ownership interest in the aggregateProperties during such periods, shall be limited and amounts for which Sellers are responsible pursuant to an amount equal to the Aggregate Installment Amount. (c) The Indemnitors, for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Indemnitees from and against all Direct Damages and Indirect Damages incurred or suffered by any of them in any capacity and resulting from or relating to: (i) an Event of DefaultSection 2.09; (iiv) a Bankruptcy Occurrence; orexcept for (and without limiting Buyer’s responsibility for) Asset Taxes to the extent requiring an upward Purchase Price adjustment under Article II, any Taxes of Target; (iiivi) a breach the disposal or transportation of any Hazardous Materials from any of the Properties to any location not on the Properties or lands unitized therewith, in each case, to the extent attributable to periods prior to the Effective Time; (vii) any personal injury, death or property damage with respect to Target’s and Nominee’s ownership of the Properties, in each case, that are either (a) attributable to periods of time prior to the Effective Time or (b) attributable to periods of time prior to the Closing and to the extent Target has coverage under any of its insurance policies for any Liabilities with respect thereto; (viii) any failure to obtain any Third Party Consents; and (ix) any Properties that are (A) conveyed by the Corporation Target to any Person pursuant to item (E)(i) or (E)(ii) of Section 6.8. The rights 3.11(e) or (B) conveyed by Buyer to Target pursuant to item (E)(iii) of indemnity under Section 5.2(c) shall not be subject to 3.11(e), including Liabilities associated with Environmental Conditions, or any monetary limitation and shall be in addition toother properties, and not in substitution for, all of assets or liabilities that are excluded from the rights and remedies of the Indemnitees otherwise afforded Transactions pursuant to the Indemnitees by law, equity terms of this Agreement or otherwise in respect of do not constitute or solely relate to the occurrence of an Event of Default, a Bankruptcy Occurrence or a breach by the Corporation of Section 6.8, including all rights and remedies of the Purchaser under Section 2.12Properties.

Indemnification Obligations. (a) All covenants, representations and warranties made in this Agreement by the Corporation are deemed to have been relied on by the Purchaser, notwithstanding any investigation made by or on behalf of the Purchaser. Subject to the limitations set forth in Section 5.2(b) and subject to Section 5.2(c)this Article VI, the members of the MIC Group (the “Indemnitors”)Principals, for each of which the Corporation acts as agent hereunder, will jointly and severally severally, shall indemnify, protect, defend and hold harmless Parent, its Subsidiaries (including the Purchaser, Surviving Corporation) and each any of the Purchaser's their respective officers, directors, agents and employees, agentsand each Person, advisorsif any, representatives and affiliates, and who controls or may control Parent within the respective successors, assigns, heirs, executors, administrators and legal and personal representatives of each meaning of the foregoing Securities Act (each, an “Indemnitee”), the "Parent Indemnified Persons") from and against any and all Direct of the amount of Damages incurred (collectively, "Parent Damages") arising out of: (i) any misrepresentation or suffered by breach of or default in connection with any of them the representations, warranties, covenants and agreements given or made by Company or Company Shareholders in this Agreement, Company Disclosure Schedules or any capacity exhibit or schedule to, or delivered in connection with, this Agreement (including any representations, warranties, covenants and agreements given or made by ▇▇▇▇ ▇. ▇▇▇▇▇ in the Jaytex Purchase Agreement), it being understood and agreed that for the purpose of determining the amount of Damages under this Section 6.3(a), such representations and warranties shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including the word "material") or "Company Material Adverse Effect"; any Remaining Excess Liabilities; any payment to Parent under Section 1.14; any unpaid arbitration fees of Company Shareholders under Section 1.13(b)(iv) or Section 6.4; any Damages Parent or any of its Affiliates may suffer resulting from or caused directly or indirectly by any liability for Taxes of Company or any of its Affiliates, relating to the occurrence period prior to and including the Closing Date, including, without limitation, any liability as transferee or successor, by contract, operation of law, or otherwise; notwithstanding anything to the contrary herein, including, without limitation, Sections 2.7, 6.1 and 6.9, and notwithstanding anything to the contrary set forth in the Company Disclosure Schedules, any Damages Parent or any of its Affiliates may suffer resulting from or caused directly or indirectly by any Order, Proceeding, claim, action, suit, litigation, arbitration, inquiry, or investigation pending or threatened, known or unknown, resulting from events, action or conduct of the Company or Company Shareholders and any of their respective Affiliates, Subsidiaries or Representatives prior to the Effective Time, including, without limitation, any such Damages resulting from or directly or indirectly related to the litigation matter(s) set forth in Schedule 2.7 of the Company Disclosure Schedule; notwithstanding anything to the contrary herein, including, without limitation, Section 2.14, 6.1 or 6.9, and notwithstanding anything to the contrary in the Company Disclosure Schedules, any Damages Parent or any of its Affiliates may suffer arising from or caused directly or indirectly by the adoption, operation, or termination of the Company 401(k) Plan or another Employee Benefit Plan by the Company or any Member of a NonControlled Group; and notwithstanding anything to the contrary herein, including, without limitation, Sections 2.11, 6.1 and 6.9, and notwithstanding anything to the contrary set forth in the Company Disclosure Schedules, one-Monetary Event half (1/2) of Defaultthe Damages Parent or any of its Affiliates may suffer with respect to the Properties referred to "Emerald Palms" in San Diego, California and "Woodlawn Colonial" in Chula Vista, California resulting from or caused directly or indirectly by any breach, non-compliance or violation (or alleged breach, non- compliance or violation) of any Environmental Law, or any clean-up or remediation costs, claim, action, suit, litigation, arbitration, inquiry, or investigation pending or threatened, known or unknown, with respect to any Environmental Law or for any release (as defined in Section 2.11), or any Hazardous Materials existing on such Properties or properties adjacent thereto as of Closing or that in the future migrate from or to such Properties; the foregoing indemnification includes, without limitation, any such Damages resulting from or directly or indirectly relating to environmental matters on these Properties that have been identified and discussed by the parties. (b) The obligations Parent shall indemnify Company and the Company Shareholders and any of their respective officers, directors, agents and employees (the Indemnitors under Section 5.2(a"Company Indemnified Persons") are subject to the following limitationsfrom and against any and all Damages (collectively, "Company Damages") arising out of: (i) except for the matters referred to any misrepresentation or breach of or default in paragraphs (ii) and (iii) hereof, the obligations connection with any of the Indemnitors under Section 5.2(a) will terminate on the date that is two (2) years following the date of representations, warranties, covenants and agreements given or made by Parent in this Agreement or any exhibit or schedule to, or delivered in connection with, this Agreement, except with respect it being understood and agreed that for the purpose of determining the amount of Damages under this Section 6.3(b), such representations and warranties shall be interpreted without giving effect to bona fide claims by any Indemnitee set forth in written notices given by them limitations or qualifications as to "materiality" (including the Corporation prior to such dateword "material"); (ii) the obligations of the Indemnitors in respect of any claim relating to Tax matters, including any claim arising out of Section 3.12, will terminate on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax or other additional amounts) against the applicable member of the MIC Group, having regard to any waivers given by any such entity in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given payment to the Corporation prior to such dateCompany Shareholders under Sections 1.13 or 1.14; (iii) the obligations any unpaid arbitration fees of the Indemnitors in respect of any claim based upon fraud Parent under Section 1.13(b)(iv) or intentional misrepresentation shall survive indefinitelySection 6.4; and (iv) the liability of the Indemnitors under any indemnification for broker's fees required by Section 5.2(a), whether alone or in the aggregate, shall be limited to an amount equal to the Aggregate Installment Amount3.5. (c) The Indemnitors, for each It is the intent of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless parties that all indemnification obligations of an Indemnifying Person set forth in this Agreement shall apply without regard to whether or not (x) such Indemnifying Person is negligent or otherwise at fault in any respect with regard to the Indemnitees from and against all Direct Damages and Indirect Damages incurred existence or suffered occurrence of any of the matters covered by any such indemnification obligation and (y) such Indemnifying Person otherwise caused or created, or are claimed to have caused or created, the existence or occurrence of them in any capacity of the matters covered by any such indemnification obligation, whether through their own acts or omissions or otherwise. An Indemnified Person may assign to its Affiliate, without the consent of any other Person, his, her or its right for indemnification, arising under any provision of this Article VI, with respect to Damages of any nature and resulting from or relating to: (i) after such assignment, such Affiliate shall be deemed to be an Event "Indemnified Person" for the purposes of Default; (ii) a Bankruptcy Occurrencethis Article VI; or (iii) a breach by the Corporation provided, that such right of Section 6.8. The rights of indemnity under Section 5.2(c) indemnification shall not be remain subject to all defenses that any monetary limitation party hereto may have pursuant to this Agreement. Notwithstanding the foregoing, the assignment of the indemnification rights hereunder is limited to a total of five (5) such assignments for all the Parent Indemnified Persons and shall be in addition to, and not in substitution for, to a total of five (5) such assignments for all of the rights and remedies Company Indemnified Persons; provided, however, that such limit shall not apply to assignments by operation of law as a result of the Indemnitees otherwise afforded to death of an Indemnified Person that is an individual. Notwithstanding the Indemnitees by lawforegoing, equity or otherwise in respect no assignee of the occurrence of an Event of Default, a Bankruptcy Occurrence or a breach by the Corporation of Section 6.8, including all indemnification rights and remedies of the Purchaser under Section 2.12hereunder may assign such rights to any Person.

Indemnification Obligations. (a) All covenants, representations and warranties made in this Agreement by the Corporation are deemed to have been relied on by the Purchaser, notwithstanding any investigation made by or on behalf of the Purchaser. Subject to the limitations set forth in Section 5.2(b) and subject to Section 5.2(cthis ARTICLE VIII (Indemnification), the members of Seller agrees, from and after the MIC Group (the “Indemnitors”)Closing, for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend to indemnify and hold harmless the PurchaserBuyer, its Affiliates and each of their respective Representatives (collectively, the Purchaser's officers, directors, employees, agents, advisors, representatives and affiliates, and the respective successors, assigns, heirs, executors, administrators and legal and personal representatives of each of the foregoing (each, an “IndemniteeBuyer Indemnitees”), ) from and against any and all Direct Damages incurred or Losses actually suffered by or asserted against any of them the Buyer Indemnitees arising from, or in connection with: (i) any capacity inaccuracy in or breach by the Seller of any of the Seller Representations; (ii) any breach by the Seller of any of the Post-Closing Covenants made by it; (iii) any inaccuracy in or breach by the Company of any of the Company Representations; (iv) any Closing Indebtedness or Company Transaction Expenses not paid and satisfied in full at the Closing or taken into account in the calculation of the Purchase Price (including any adjustments thereto); (v) any Taxes (other than such Taxes prorated under Section 1.1 (Certain Defined Terms) of this Agreement) of the Company or any of the Company Subsidiaries that are due with respect to Pre-Closing Tax Periods, provided that such Taxes do not arise as a result of (a) the Buyer’s failure to comply with its obligations under Section 6.6 (Ongoing REIT Qualification) or Section 6.8(h) (Other Tax Matters), (b) failure of the REIT after the Closing to make distributions in a manner that would avoid tax under Section 857(b) of the Code and excise tax under Section 4981 of the Code and analogous provisions of applicable state and local jurisdictions or (c) liquidation of the REIT by the Buyer or transfer of any properties by the REIT on or after the Closing; and (vi) any and all claims for payments required to be made, or any actions required to be taken, of any kind whatsoever, by CT REIT Holdings I LLC under an Outstanding Guarantee. In connection with clause (i) and (iii) above, the relevant representation or warranty will be interpreted without giving effect to any limitation or qualification as to “materiality,” “material,” “Material Adverse Effect” or qualifiers to similar effect set forth in such representation or warranty for purposes of both (A) determining whether there is an inaccuracy or breach and (B) the Losses resulting from from, arising out of or relating to the occurrence of a Non-Monetary Event of Defaultsuch inaccuracy or breach. (b) The obligations Subject to the limitations set forth in this ARTICLE VIII (Indemnification), the Buyer agrees, from and after the Closing, to indemnify and hold harmless the Seller, its Affiliates and each of their respective Representatives (the “Seller Indemnitees”, and together with the Buyer Indemnitees, the “Indemnitees”) from and against any and all Losses suffered by or asserted against any of the Indemnitors under Section 5.2(a) are subject to the following limitationsSeller Indemnitees arising from, or in connection with: (i) except for any inaccuracy in or breach by the matters referred to in paragraphs (ii) and (iii) hereof, the obligations Buyer of any of the Indemnitors under Section 5.2(a) will terminate on the date that is two (2) years following the date of this Agreement, except with respect to bona fide claims by any Indemnitee set forth in written notices given by them to the Corporation prior to such dateBuyer Representations; (ii) any breach by the obligations Buyer of any of the Indemnitors in respect of any claim relating to Tax matters, including any claim arising out of Section 3.12, will terminate on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax or other additional amounts) against the applicable member of the MIC Group, having regard to any waivers given Post-Closing Covenants made by any such entity in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such date;it; and (iii) any breach by the obligations Company of any of the Indemnitors Post-Closing Covenants made by it. In connection with clause (i) above, the relevant representation or warranty will be interpreted without giving effect to any limitation or qualification as to “materiality,” “material,” “Material Adverse Effect” or qualifiers to similar effect set forth in respect such representation or warranty for purposes of any claim based upon fraud both (A) determining whether there is an inaccuracy or intentional misrepresentation shall survive indefinitely; and breach and (ivB) the liability Losses resulting from, arising out of the Indemnitors under Section 5.2(a), whether alone or in the aggregate, shall be limited relating to an amount equal to the Aggregate Installment Amountsuch inaccuracy or breach. (c) The Indemnitors, for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Indemnitees from and against all Direct Damages and Indirect Damages incurred or suffered by any of them in any capacity and resulting from or relating to: (i) an Event of Default; (ii) a Bankruptcy Occurrence; or (iii) a breach by the Corporation of Section 6.8. The rights of indemnity under Section 5.2(c) shall not be subject to any monetary limitation and shall be in addition to, and not in substitution for, all of the rights and remedies each of the Indemnitees otherwise afforded under this ARTICLE VIII (Indemnification) are cumulative and each Indemnitee will have the right in any particular circumstance to enforce any provision of this ARTICLE VIII (Indemnification) without regard to the Indemnitees by lawavailability of a remedy under any other provision of this ARTICLE VIII (Indemnification); provided, equity that no Indemnitee will be entitled to indemnification or otherwise in respect reimbursement under any provision of this Agreement for any Losses to the occurrence extent such Indemnitee or its Affiliate(s) has been indemnified or reimbursed for the same Losses under any other provision of an Event of Defaultthis Agreement; and, a Bankruptcy Occurrence or a breach provided, further, that duplicative Losses actually recovered by the Corporation of Section 6.8, including all rights and remedies of Company from the Purchaser under Section 2.12Seller will not also be recoverable by the Buyer Indemnitees.

Indemnification Obligations. (a) All covenants, representations and warranties made in this Agreement by the Corporation are deemed to have been relied on by the Purchaser, notwithstanding any investigation made by or on behalf of the Purchaser. Subject The Seller shall indemnify (subject to the limitations set forth in Section 5.2(b7.3) the Buyer and subject to Section 5.2(c)the Company in respect of, the members of the MIC Group (the “Indemnitors”), for and hold each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold them harmless the Purchaser, and each of the Purchaser's officers, directors, employees, agents, advisors, representatives and affiliates, and the respective successors, assigns, heirs, executors, administrators and legal and personal representatives of each of the foregoing (each, an “Indemnitee”), from and against against, any and all Direct Damages Losses suffered, incurred or suffered sustained by any of them in or to which any capacity and of them becomes subject, resulting from from, arising out of or relating to (i) any misrepresentation or breach of representation and warranty on the occurrence part of the Company or the Seller contained in this Agreement, (ii) any nonfulfillment of or failure to perform any covenant or agreement on the part of the Company, the Seller, Azimuth or Anteon International contained in this Agreement, (iii) the complaint (the "MEINIG COMPLAINT") filed by Tina Meinig in the Superior Court of Cal▇▇▇▇▇▇a, Marin County on Apr▇▇ ▇, ▇▇▇▇, arising out of the acquisition by the Company of the assets of Interactive Media Solutions, Inc., (iv) any claims, obligations or liabilities relating to the Government Business (whether or not arising out of or relating to facts or matters arising before or after the Closing), (v) any claims, obligations or liabilities relating to the Butler Property Divestiture or to the Butler Property (whether or no▇ ▇▇▇▇ing out of or relating to facts ▇▇ ▇▇▇ters arising before or after the Closing), other than obligations or liabilities of the Company under the Butler Lease, (vi) any claims or suits made by Joseph Marino against ▇▇▇ ▇uyer, the Company or any of their Affilia▇▇▇ ▇▇ ▇▇▇▇▇▇tion with his past ownership of shares of common stock of the Company including, without limitation, any claims or suits pursuant to the exercise of his appraisal rights against the Company in connection with such past ownership of shares in the Company and any other claims or suits a minority shareholder of a Non-Monetary Event corporation may have under the Delaware General Corporation Law, (vii) any claims against, obligations or liabilities of Defaultthe Company in connection with XML Solutions Corporation, (viii) any claims against, obligations or liabilities of the Company in connection with the grant received by Analysis & Technology, Inc. from the Department of Economic and Community Development of the State of Connecticut, (ix) the complaint filed by Gavin L. Robinson in the U.S. District Court, Eastern District of Vi▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇a Division (the "ROBINSON COMPLAINT"), (x) any claims, obligations or liabilities rel▇▇▇▇▇ ▇▇ Up, Inc. that would result in any representation and warranty contained in Article IV or Article VIII to be untrue, including, but not limited to, the former ownership of the stock of Up, Inc. by the Company, the sale or divestiture of Up, Inc. to the Seller or one of its Affiliates (other than the Company) or any of the assets and liabilities of Up, Inc. and (xi) any obligations relating to the mortgages described on SECTION 4.12(f) OF THE DISCLOSURE SCHEDULE. (b) The obligations of Buyer shall indemnify the Indemnitors under Section 5.2(a) are subject to the following limitations: (i) except for the matters referred to in paragraphs (ii) and (iii) hereof, the obligations of the Indemnitors under Section 5.2(a) will terminate on the date that is two (2) years following the date of this Agreement, except with respect to bona fide claims by any Indemnitee set forth in written notices given by them to the Corporation prior to such date; (ii) the obligations of the Indemnitors Seller in respect of of, and hold the Seller harmless from and against, any claim relating and all Losses suffered, incurred or sustained by the Seller or to Tax matterswhich the Seller becomes subject, including any claim resulting from, arising out of Section 3.12or relating to any misrepresentation, will terminate breach of representation or warranty or nonfulfillment of or failure to perform any covenant or agreement on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax or other additional amounts) against the applicable member part of the MIC Group, having regard to any waivers given by any such entity Buyer contained in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such date; (iii) the obligations of the Indemnitors in respect of any claim based upon fraud or intentional misrepresentation shall survive indefinitely; and (iv) the liability of the Indemnitors under Section 5.2(a), whether alone or in the aggregate, shall be limited to an amount equal to the Aggregate Installment Amountthis Agreement. (c) The Indemnitors, for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Indemnitees from and against all Direct Damages and Indirect Damages incurred or suffered by any of them in any capacity and resulting from or relating to: (i) an Event of Default; (ii) a Bankruptcy Occurrence; or (iii) a breach by the Corporation of Section 6.8. The rights of indemnity under Section 5.2(c) shall not be subject to any monetary limitation and shall be in addition to, and not in substitution for, all of the rights and remedies of the Indemnitees otherwise afforded to the Indemnitees by law, equity or otherwise in respect of the occurrence of an Event of Default, a Bankruptcy Occurrence or a breach by the Corporation of Section 6.8, including all rights and remedies of the Purchaser under Section 2.12.

Indemnification Obligations. SECTION 1.1 BHI'S INDEMNIFICATION. BHI shall be liable towards Clearwire, Parent, Clearwire International, LLC and the Company and their respective successors and assigns INDEMNIFICATION AGREEMENT (FINAL) (together, the "Indemnified Parties") and shall be bound to indemnify the Indemnified Parties in full against and hold it harmless from (subject to the provisions below) any Damages of or to any Indemnified Party arising out of or resulting from: (a) All covenantsany misrepresentation, representations inaccuracy or omission contained in the Representations and warranties made Warranties in this the Purchase Agreement by the Corporation are deemed to have been relied on by the Purchaser, notwithstanding any investigation made by or on behalf of the Purchaser. Subject to the limitations set forth in Section 5.2(b) and subject to Section 5.2(c(including Schedule A thereto), the members Investment Agreement or the Shareholders Agreement or a breach of any covenant contained in any of the MIC Group (the “Indemnitors”), for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Purchaser, and each of the Purchaser's officers, directors, employees, agents, advisors, representatives and affiliates, and the respective successors, assigns, heirs, executors, administrators and legal and personal representatives of each of the foregoing (each, an “Indemnitee”), from and against all Direct Damages incurred or suffered by any of them in any capacity and resulting from or relating to the occurrence of a Non-Monetary Event of Default.foregoing; (b) The obligations all liabilities of the Indemnitors under Section 5.2(a) are subject Company set forth on Exhibit A regardless whether such liabilities exceed the amounts estimated on Exhibit A and regardless whether such liability is disclosed on the disclosure schedule attached to the following limitations:Purchase Agreement ("Identified Liabilities"); (c) any adverse effect on the assets or activities of the Company and/or the Transactions (other than any adverse effects solely on the reputation and goodwill of the Company) resulting from claims against the Company, BHI or any of the other Indemnified Parties arising out of or related to (i) except for the matters referred to in paragraphs (ii) and (iii) hereofsuspension of payments of RSL, the obligations of the Indemnitors under Section 5.2(a) will terminate on the date that is two (2) years following the date of this Agreement, except with respect to bona fide claims by any Indemnitee set forth in written notices given by them to the Corporation prior to such date; (ii) the obligations possible rescission or breach of the Indemnitors in respect of any claim relating to Tax mattersagreement reached with RSL's creditors, including any claim arising out of Section 3.12, will terminate on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax or other additional amounts) against the applicable member of the MIC Group, having regard to any waivers given by any such entity in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such date; (iii) in general, the obligations insolvency of the Indemnitors in respect of any claim based upon fraud RSL, or intentional misrepresentation shall survive indefinitely; and (iv) the liability possible challenge of the Indemnitors share capital reduction and subsequent share capital increase resolved by the Company on August 5, 2005, pursuant to which Telvent ceased to be a shareholder of the Company; (d) all labor, Social Security and other obligations to be undertaken or amounts to be paid by the Company to or in relation to employees other than those mentioned in Section 21 of the Disclosure Schedule, who, due to acts or circumstances prior to Closing (as defined under Section 5.2(athe Investment Agreement), whether alone or are entitled to be regarded as employees of the Company, provided, however, that any obligation to indemnify shall terminate if in the aggregateterm of two month as from the date on which the relevant employee is declared to be an employee of the Company, shall be limited the same is not terminated; (e) any liabilities of the Company as a consequence of the Company being considered as jointly and severally liable with RSL, BHI or their Affiliates (other than the Company) for the unfulfilled labor and Social Security obligations arising from acts prior to an amount equal to the Aggregate Installment AmountClosing. (cf) The Indemnitors, for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Indemnitees from and against all Direct Damages and Indirect Damages incurred or suffered by any of them in any capacity and resulting from or relating to: (i) an Event of Default; (ii) a Bankruptcy Occurrence; or (iii) a breach by the Corporation of Section 6.8. The rights of indemnity under Section 5.2(c) shall not be subject to any monetary limitation and shall be in addition to, and not in substitution for, all liabilities of the rights Company set forth on Exhibit B regardless whether such liabilities exceed the amounts estimated on Exhibit B and remedies of regardless whether such liability is disclosed on the Indemnitees otherwise afforded disclosure schedule attached to the Indemnitees by law, equity or otherwise in respect of the occurrence of an Event of Default, a Bankruptcy Occurrence or a breach by the Corporation of Section 6.8, including all rights and remedies of the Purchaser under Section 2.12Purchase Agreement ("Scheduled Liabilities").

Indemnification Obligations. (a) All covenantsTenant shall indemnify, representations protect, defend and warranties made hold harmless, Landlord, its officers, directors, partners, agents and employees, and any affiliate of Landlord, including without limitation, any corporations or any other entities controlling, controlled by or under common control with Landlord, from and against any and all claims, suits, demands, liability, damages and expenses, including attorneys’ fees and costs, arising from or in connection with Tenant’s use or alteration of the Premises or the conduct of its business or from any activity performed or permitted by Tenant in or about the Premises, the Building or any part of the Project during the Term or prior to the Rent Commencement Date if Tenant has been provided access to the Premises, the Building or any part of the Project for any purpose, or arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from Tenant’s use of the Building Services in excess of their capacity or arising from any other act, neglect, fault or omission of Tenant or any of its officers, agents, directors, contractors, employees, licensees or invitees. As a material part of the consideration to the Landlord for entering into this Lease, Tenant hereby assumes all risk of and releases, discharges and holds harmless Landlord from and against any and all liability to Tenant for damage to property or injury to persons in, upon or about the Premises from any cause whatsoever except that which is intentionally caused by Landlord’s acts or omissions or by the gross negligence of Landlord; provided, however, that nothing contained in this Agreement by the Corporation are deemed Section 16.1 shall limit Tenant’s rights to have been relied on by the Purchaser, notwithstanding pursue any investigation made by or on behalf of the Purchaser. Subject claim whatsoever against Landlord to the limitations extent such claim would be covered by any insurance policy to be obtained and maintained by Landlord pursuant to Article 11 above. Nothing in this Section 16.1 is intended to limit the mutual waiver set forth in Section 5.2(b) and subject to Section 5.2(c), the members of the MIC Group (the “Indemnitors”), for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Purchaser, and each of the Purchaser's officers, directors, employees, agents, advisors, representatives and affiliates, and the respective successors, assigns, heirs, executors, administrators and legal and personal representatives of each of the foregoing (each, an “Indemnitee”), from and against all Direct Damages incurred or suffered by any of them in any capacity and resulting from or relating to the occurrence of a Non-Monetary Event of Default11.4 above. (b) The obligations of the Indemnitors under Section 5.2(a) are subject to the following limitations: (i) except for the matters referred to in paragraphs (ii) and (iii) hereof, the obligations of the Indemnitors under Section 5.2(a) will terminate on the date that is two (2) years following the date of this Agreement, except with respect to bona fide claims by any Indemnitee set forth in written notices given by them to the Corporation prior to such date; (ii) the obligations of the Indemnitors in respect of any claim relating to Tax matters, including any claim arising out of Section 3.12, will terminate on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax or other additional amounts) against the applicable member of the MIC Group, having regard to any waivers given by any such entity in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such date; (iii) the obligations of the Indemnitors in respect of any claim based upon fraud or intentional misrepresentation shall survive indefinitely; and (iv) the liability of the Indemnitors under Section 5.2(a), whether alone or in the aggregate, shall be limited to an amount equal to the Aggregate Installment Amount. (c) The Indemnitors, for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Indemnitees from and against all Direct Damages and Indirect Damages incurred or suffered by any of them in any capacity and resulting from or relating to: (i) an Event of Default; (ii) a Bankruptcy Occurrence; or (iii) a breach by the Corporation of Section 6.8. The rights of indemnity under Section 5.2(c) shall not be subject to any monetary limitation and shall be in addition to, and not in substitution for, all of the rights and remedies of the Indemnitees otherwise afforded to the Indemnitees by law, equity or otherwise in respect of the occurrence of an Event of Default, a Bankruptcy Occurrence or a breach by the Corporation of Section 6.8, including all rights and remedies of the Purchaser under Section 2.12.

Indemnification Obligations. (a) All covenants, representations Dayspring shall indemnify the Purchaser and warranties made in this Agreement by its Affiliates (including the Corporation are deemed to have been relied on by Company after the Purchaser, notwithstanding any investigation made by or on behalf of the Purchaser. Subject to the limitations set forth in Section 5.2(b) and subject to Section 5.2(cClosing), the members of the MIC Group (the “Indemnitors”)stockholders, for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Purchaser, and each of the Purchaser's officers, directors, managers, employees, agents, advisorspartners, representatives Representatives, successors and affiliatesassigns (collectively, the “Indemnified Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such Indemnified Parties as and when incurred (but solely by means of the mechanism pursuant to Section 8.5(a) and subject at all times to the other limitations pursuant to the other terms of this Article VIII) for any Losses which any such Indemnified Party suffers, sustains or becomes subject to, as a result of, arising out of or by virtue of: (i) any inaccuracy in or breach of any representation or warranty of the Company or Dayspring set forth in this Agreement or any of the Schedules or Exhibits attached to this Agreement, the Consideration Certificate or any other Shareholder Related Agreement (and, for the purposes of determining whether there is an inaccuracy in or breach of, and for calculating the respective successorsamount of any Losses incurred in connection with an inaccuracy in or breach of: (1) any representation or warranty which contains a materiality or other similar qualification (other than a Company Material Adverse Effect), assignsany individual Loss or group or series of related Losses that exceeds $10,000 shall be deemed to be material unless a different amount is explicitly set forth in the applicable representation or warranty; and (2) any representation or warranty qualified by reference to a Company Material Adverse Effect, heirsany individual Loss or group or series of related Losses that exceeds $150,000 shall be deemed to give rise to a Company Material Adverse Effect); (ii) any non-fulfillment or breach of any covenant, executorsagreement or undertaking made by the Company (solely to the extent any such covenant, administrators and legal and personal representatives of each agreement or undertaking was to be performed by the Company on or prior to the Closing) or Dayspring in this Agreement or any of the foregoing Schedules or Exhibits attached to this Agreement, or in any Shareholder Related Agreement; (each, an “Indemnitee”), from and against all Direct Damages incurred or suffered by iii) any of them the Employee Plans in any capacity and resulting from respect of or relating to any period ending on or prior to the occurrence Closing Date; (iv) the manner in which the Company compensated Employees or consultants of the Company on or prior to the Closing Date; (v) any matter set forth on Schedule 8.1(a) hereto; (vi) without duplication, the Net Debt Surplus, solely to the extent not otherwise paid by the Shareholders’ Representative pursuant to Section 1.3(h); (vii) any fraud or intentional misrepresentation of the Company or Dayspring with respect to any representation or warranty of the Company or Dayspring contained in this Agreement, the Consideration Certificate or any other Shareholder Related Agreement; (viii) except to the extent reflected or taken into account as a liability in the Final Closing Statement, any liability or obligation of the Company for (A) any Taxes that are the responsibility of the Shareholders pursuant to Section 6.2(c), (B) the unpaid Taxes of any Person for which the Company is liable by reason of being a member of an affiliated, consolidated, combined, unitary, or similar group for Tax purposes prior to the Closing Date, as a transferee or successor, by Contract or otherwise, (C) any liability of the Company to make a payment on or after the Closing Date, or to make a repayment on or after the Closing Date, of the whole or any part of any payment, to any person in respect of Group Relief under any arrangement or agreement entered into by the Company on or before Closing, (D) the loss in whole or in part of the right of the Company to receive any payment for Group Relief under any arrangement or agreement entered into on or before the Closing where such payment was taken into account in the Company Financial Statements or Final Closing Statement, (E) any Tax or other liability that arises as a result of the failure to terminate any loss sharing or Group Relief, Tax allocation, indemnity or sharing agreement between the Company and any other Person on or prior to the Closing Date; or (F) any Payroll Type Tax liability arising in respect of, by reference to or in consequence of (i) the issuance of, the transfer or disposal of or any other event (in the case of the Shares on or prior to the Closing) affecting the Shares, the Closing Shares, the Non-Monetary Event Escrow Shares, the Escrow Shares, the Contingency Shares and/or the Regulatory Approval Shares, (ii) a failure by any Shareholder to make any election required by ITEPA, (iii) the Debt Waiver and Debt Capitalization, or (iv) the Staff Incentive Scheme, whether under Part 7A of Defaultthe Income Tax (Earnings and ▇▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇ or otherwise, save to the extent that such liability has been validly deducted from payments to employees pursuant to Section 6.8 prior to the date on which such liability becomes due and payable to the relevant Tax Authority; and (G) all reasonable Costs incurred by the Purchaser or Sorrento, any other member of Sorrento’s or the Purchaser’s group or the Company in connection with a claim under (A) to (F) above in this Section 8.1(a)(viii) (together the “Tax Indemnity”); (ix) the operations, actions or omissions of the Company prior to the Closing, other than (A) the obligations of the Company under any Material Contracts or Governmental Authorizations held by the Company solely to the extent such obligations were not required to be performed on or prior to the Closing Date and accrue and relate to the operation of the business of the Company subsequent to the Closing Date and (B) any matter set forth on the Disclosure Schedule which is not covered by a specific indemnity set out in Schedule 8.1(A); and (x) any Legal Proceeding commenced by any Indemnified Party for the purpose of enforcing any of its rights under this Section 8.1 resulting from the failure of Dayspring to indemnify such Indemnified Party in accordance with the terms hereof. (b) The obligations In the event that the Company suffers, incurs or otherwise becomes subject to any Losses as a result of any inaccuracy in or breach of any representation, warranty, covenant or obligation of the Indemnitors under Section 5.2(a) are subject to Company or the following limitations: (i) except for the matters Shareholders or other matter referred to in paragraphs Section 8.1(a), then (ii) and (iii) hereof, the obligations without limiting any of the Indemnitors under Section 5.2(a) will terminate on rights of the date that is two (2) years following the date of this Agreement, except with respect to bona fide claims by any Indemnitee set forth in written notices given by them to the Corporation prior to such date; (iiPurchaser as an Indemnified Party) the obligations Purchaser shall also be deemed, by virtue of their ownership of the Indemnitors Shares, to have suffered, incurred or otherwise become subject to Losses as a result of and in respect of any claim relating to Tax mattersconnection with such inaccuracy, including any claim arising out of Section 3.12breach, will terminate on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax alleged breach or other additional amounts) against the applicable member of the MIC Group, having regard to any waivers given by any such entity in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such date; (iii) the obligations of the Indemnitors in respect of any claim based upon fraud or intentional misrepresentation shall survive indefinitely; and (iv) the liability of the Indemnitors under Section 5.2(a), whether alone or in the aggregate, shall be limited to an amount equal to the Aggregate Installment Amountmatter. (c) The Indemnitorscurrent or former shareholders of the Company shall not have and shall not exercise or assert (or attempt to exercise or assert), for any right of contribution, right of indemnity or other right or remedy against the Company in connection with any indemnification obligation or any liability to which such current or former shareholders of the Company may become subject under or in connection with this Agreement or any other agreement or document delivered to the Purchaser in connection with this Agreement. (d) From and after the Closing, each of which the Corporation acts as agent hereunderShareholders, will jointly on a several and severally indemnifynot joint and several basis, defend shall indemnify the Indemnified Parties and save and hold harmless the Indemnitees from and against all Direct Damages and Indirect Damages incurred or suffered by any each of them in harmless against and pay on behalf of or reimburse such Indemnified Parties as and when incurred (but solely by means of the offset mechanism pursuant to Section 8.5(a) and subject at all times to the other limitations pursuant to the other terms of this Article VIII) for any capacity and resulting from Losses which any such Indemnified Party suffers, sustains or relating becomes subject to: , as a result of, arising out of or by virtue of (i) an Event any inaccuracy in or breach of Default; any representation or warranty of such Shareholder set forth in Article III or any Shareholder Related Agreement to which such Shareholder is a party or (ii) any non-fulfillment or breach of any covenant of such Shareholder set forth in this Agreement or any Shareholder Related Agreement to which such Shareholder is a Bankruptcy Occurrence; orparty. (iiie) a breach From and after the Closing, GU Holdings Limited shall indemnify the Indemnified Parties and save and hold each of them harmless against and pay on behalf of or reimburse such Indemnified Parties as and when incurred for any Losses arising from Claims against the Purchaser or its directors by the Corporation of Section 6.8. The rights of indemnity under Section 5.2(c) shall not be subject to any monetary limitation and shall be Person in addition to, and not in substitution for, all possession of the rights and remedies of the Indemnitees otherwise afforded to the Indemnitees by law, equity or otherwise lost share certificate in respect of the occurrence Shares sold (or purportedly sold) by GU Holdings Limited pursuant to the terms of an Event of Default, a Bankruptcy Occurrence this Agreement or a breach by the Corporation of Section 6.8, including all rights and remedies of the Purchaser under Section 2.12claiming to be entitled to such Shares.

Indemnification Obligations. (a) All covenants, representations and warranties made in this Agreement by the Corporation are deemed to have been relied on by the Purchaser, notwithstanding any investigation made by or on behalf of the Purchaser. Subject to the limitations set forth in Section 5.2(b) 9.01 and subject to this Section 5.2(c)9.02, from and after the members of the MIC Group Closing, Sellers (the “Indemnitors”)severally and not jointly; provided, for each of which the Corporation acts as agent hereunderhowever, will that Kaiser is explicitly jointly and severally liable for all Sellers) shall indemnify, defend and hold harmless the PurchaserBuyer and each of its Affiliates, and each of the Purchaser's their respective officers, members, partners, managers, directors, employeesemployees and agents (collectively, agents, advisors, representatives and affiliates, and the respective successors, assigns, heirs, executors, administrators and legal and personal representatives of each of the foregoing (each, an “IndemniteeBuyer Indemnitees”), harmless from and against all Direct Damages incurred or suffered by any of them in any capacity against, and resulting from or relating pay to the occurrence of a Non-Monetary Event of Default. (b) The obligations of applicable Buyer Indemnitees the Indemnitors under Section 5.2(a) are subject amount of, any and all Liabilities arising out of, based upon, attributable to the following limitationsor resulting from: (i) except for the matters referred to in paragraphs (ii) and (iii) hereof, the obligations any breach or inaccuracy of any of the Indemnitors under representations and warranties of Sellers, Target, Manager or Nominee contained herein or in the certificate delivered at Closing on behalf Sellers pursuant to Section 5.2(a) will terminate on the date that is two (2) years following the date of this Agreement, except with respect to bona fide claims by any Indemnitee set forth in written notices given by them to the Corporation prior to such date2.08(c); (ii) the obligations any breach of any of the Indemnitors in respect covenants of any claim relating to Tax mattersSellers (including Seller Representative), including any claim arising out of Section 3.12Manager, will terminate on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess Target or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax or other additional amounts) against the applicable member of the MIC Group, having regard to any waivers given by any such entity in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such dateNominee contained herein; (iii) the obligations any actions or activities of Target not directly related to Target’s ownership or operation of the Indemnitors in respect Properties, including any Liabilities associated with violations of any claim based upon fraud federal or intentional misrepresentation shall survive indefinitely; andstate securities Laws; (iv) the liability payment (or non-payment) of Burdens to which the Indemnitors under Section 5.2(a), whether alone Properties are subject or amounts that are attributable to periods prior to the Effective Time for which Target (or Nominee) has or had responsibility by virtue of its ownership interest in the aggregateProperties during such periods, shall be limited and amounts for which Sellers are responsible pursuant to an amount equal to the Aggregate Installment Amount. (c) The Indemnitors, for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Indemnitees from and against all Direct Damages and Indirect Damages incurred or suffered by any of them in any capacity and resulting from or relating to: (i) an Event of DefaultSection 2.09; (iiv) a Bankruptcy Occurrence; orany Taxes that are attributable to periods prior to the Effective Time; (iiivi) a breach the disposal or transportation of any Hazardous Materials from any of the Properties to any location not on the Properties or lands unitized therewith, in each case, to the extent attributable to periods prior to the Effective Time; (vii) any personal injury, death or property damage with respect to Target’s and Nominee’s ownership of the Properties, in each case, that are attributable to periods of time prior to the Effective Time; (viii) any failure to obtain any Third Party Consents; and (ix) any Properties that are (A) conveyed by the Corporation Target to any Person pursuant to item (E)(i) or (E)(ii) of Section 6.8. The rights of indemnity under Section 5.2(c3.11 or (B) shall not be subject conveyed by Buyer to any monetary limitation and shall be in addition to, and not in substitution for, all of the rights and remedies of the Indemnitees otherwise afforded Target pursuant to the Indemnitees by law, equity or otherwise in respect of the occurrence of an Event of Default, a Bankruptcy Occurrence or a breach by the Corporation item (E)(iii) of Section 6.83.11, including all rights and remedies of the Purchaser under Section 2.12Liabilities associated with Environmental Conditions.

Indemnification Obligations. (a) All covenants, representations and warranties made in this Agreement by the Corporation are deemed to have been relied on by the Purchaser, notwithstanding any investigation made by or on behalf of the Purchaser. Subject to the limitations set forth in Section 5.2(b) 9.01 and subject to this Section 5.2(c)9.02, from and after the members of the MIC Group (the “Indemnitors”)Closing, for each of which the Corporation acts as agent hereunder, will jointly and severally Seller shall indemnify, defend and hold harmless the PurchaserBuyer and each of its Affiliates, and each of the Purchaser's their respective officers, members, partners, managers, directors, employeesemployees and agents (collectively, agents, advisors, representatives and affiliates, and the respective successors, assigns, heirs, executors, administrators and legal and personal representatives of each of the foregoing (each, an “IndemniteeBuyer Indemnitees”), harmless from and against all Direct Damages incurred or suffered by any of them in any capacity against, and resulting from or relating pay to the occurrence applicable Buyer Indemnitees the amount of, any and all Liabilities arising out of a Non-Monetary Event of Default. (b) The obligations of the Indemnitors under Section 5.2(a) are subject or related to, based upon, attributable to the following limitationsor resulting from: (i) except for the matters referred to in paragraphs (ii) and (iii) hereof, the obligations any breach or inaccuracy of any of the Indemnitors under representations and warranties of Seller, Target, Manager or Nominee contained herein or in the certificate delivered at Closing on behalf Seller pursuant to Section 5.2(a) will terminate on the date that is two (2) years following the date of this Agreement, except with respect to bona fide claims by any Indemnitee set forth in written notices given by them to the Corporation prior to such date2.08(c); (ii) the obligations any breach of any of the Indemnitors in respect covenants of any claim relating to Tax mattersSeller, including any claim arising out of Section 3.12Manager, will terminate on the date that is ninety (90) days after the relevant Governmental Authorities are no longer entitled to assess Target or reassess liability for Taxes (other than interest, penalties, fines, additions to Tax or other additional amounts) against the applicable member of the MIC Group, having regard to any waivers given by any such entity in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given to the Corporation prior to such dateNominee contained herein; (iii) the obligations any actions or activities of Target not directly related to Target’s ownership or operation of the Indemnitors in respect Properties, including any Liabilities associated with violations of any claim based upon fraud federal or intentional misrepresentation shall survive indefinitely; andstate securities Laws; (iv) the liability payment (or non-payment) of Burdens to which the Indemnitors under Section 5.2(a), whether alone Properties are subject or amounts that are attributable to periods prior to the Effective Time for which Target (or Nominee) has or had responsibility by virtue of its ownership interest in the aggregateProperties during such periods, shall be limited and amounts for which Seller is responsible pursuant to an amount equal to the Aggregate Installment Amount. (c) The Indemnitors, for each of which the Corporation acts as agent hereunder, will jointly and severally indemnify, defend and hold harmless the Indemnitees from and against all Direct Damages and Indirect Damages incurred or suffered by any of them in any capacity and resulting from or relating to: (i) an Event of DefaultSection 2.09; (iiv) a Bankruptcy Occurrence; orexcept for (and without limiting Buyer’s responsibility for) Asset Taxes to the extent requiring an upward Purchase Price adjustment under Article II, any Taxes of Target; (iiivi) a breach by the Corporation disposal or transportation of Section 6.8. The rights any Hazardous Materials from any of indemnity under Section 5.2(c) shall not be subject the Properties to any monetary limitation location not on the Properties or lands unitized therewith, in each case, to the extent attributable to periods prior to the Effective Time; (vii) any personal injury, death or property damage with respect to Target’s and shall be in addition to, and not in substitution for, all Nominee’s ownership of the rights and remedies Properties, in each case, that are either (a) attributable to periods of the Indemnitees otherwise afforded time prior to the Indemnitees by law, equity Effective Time or otherwise in (b) attributable to periods of time prior to the Closing and to the extent Target has coverage under any of its insurance policies for any Liabilities with respect of the occurrence of an Event of Default, a Bankruptcy Occurrence or a breach by the Corporation of Section 6.8, including all rights and remedies of the Purchaser under Section 2.12thereto; and (viii) any failure to obtain any Third Party Consents.