Common use of Indemnification of Buyer Clause in Contracts

Indemnification of Buyer. (a) Seller and Huelsman jointly and severally agree to xxxxxxxfy Buyer and Buyer's officers, directors, shareholders, agents and employees and to hold them harmless from and against any and all damages, losses, deficiencies, actions, demands, judgments, costs and expenses (including reasonable attorneys' and accountants' fees) (collectively, "Losses") of or against Buyer resulting from (i) any misrepresentation or breach of warranty on the part of Seller or Huelsman in this Agreement or in any doxxxxxx xr agreement executed and/or delivered by Seller or Huelsman in connection herewith; (ii) axx xxxxxlfillment of any agreement or covenant contained herein or in any certificate, documents, agreement or instrument delivered hereunder on the part of Seller or Huelsman; and/or (iii) any failure of Sxxxxx xx Huelsman to pay and/or perform any liabxxxxx xx obligation of Seller, Huelsman or the Business other than the Xxxxxxx Liabilities; and (iv) any loss, liability, or expenses, including reasonable attorneys' fees and costs, incurred by Buyer in pursuing a claim against Intelligraphics, Inc. of Texas for infringement of the name "Intelligraphics"; provided for this purpose, the parties acknowledge that Godfrey & Kahn, S.C. has been retained xx xxxxue xxxx claim and will continue to be the counsel which will pursue the matter subsequent to the Closing. (b) Notwithstanding anything in this Agreement to the contrary, Seller and Huelsman shall not be obligated to indexxxxx, xefend or hold harmless Buyer pursuant to Paragraph 6.1(a)(i) of this Agreement, in respect of any breach of any representation or warranty made in this Agreement or any document executed in connection herewith unless, the aggregate Losses for which Buyer is entitled to indemnification under said Paragraph 6.1(a)(i) shall exceed twenty- five thousand dollars ($25,000.00) (in which event the entire loss will be payable), and in no event shall Seller's and Huelsman's aggregate liability to indemxxxx Xxxxx in respect of all Losses under said Paragraph 6.1(a)(i) exceed $4,300,000. Notwithstanding the foregoing, no Loss arising from a breach of a representation and warranty in Sections 3.8, 3.9 or the second sentence of Section 3.10 will be subject to the $25,000 "basket" provided for above; that is, any such Loss will be payable by Seller and Huelsman without dilution or effect agaxxxx xxx $25,000 "basket.". (c) Seller and Huelsman may satisfy their obligations xxxxx Xxragraph 6.1(a) of this Agreement by transferring Subject Shares to Buyer except with respect to any claim by Buyer relating to the failure to obtain Consents specified in Section 1.3(b)(1) and (ii), which shall be paid in cash to Buyer. Such shares shall be valued at fifty percent (50%) of the Market Price of the Common Stock as of the most recent business day preceding the date of transfer. If applicable, Seller and Buyer shall direct the Escrow Agent to transfer to Buyer such number of Subject Shares as Seller may designate in accordance with the provisions of this Paragraph 6.1(c). 6.2.

Indemnification of Buyer. (a) Subject to the limitations set forth below, Seller and Huelsman Members, jointly and severally agree to xxxxxxxfy severally, shall indemnify and hold harmless, Buyer and Buyer's officers, directors, shareholders, agents and employees and to hold them harmless from and against any and all damagesBuyer’s Damages (as hereinafter defined). “Buyer’s Damages”, lossesas used herein, deficienciesshall include any claims, actions, demands, judgmentslosses (which shall include any diminution in value), costs costs, expenses, liabilities, penalties, and expenses (damages, including reasonable attorneys' and accountants' fees) (collectivelycounsel fees incurred in attempting to avoid the same or oppose the imposition thereof, "Losses") of or against resulting to Buyer resulting from from: (i) any misrepresentation or breach of warranty on the part of inaccurate representation made by Seller or Huelsman Members in this Agreement or in any doxxxxxx xr agreement executed and/or certificate or document delivered by Seller or Huelsman in connection herewith; (ii) axx xxxxxlfillment the breach of any agreement warranty made by Seller or covenant contained herein Members in this Agreement or in any certificate, documents, agreement certificate or instrument document delivered hereunder on the part of Seller or Huelsmanin connection herewith; and/or (iii) a breach or default in the performance by Seller of any failure of Sxxxxx xx Huelsman the covenants to pay and/or perform any liabxxxxx xx obligation of Seller, Huelsman or the Business other than the Xxxxxxx Liabilitiesbe performed by it hereunder; and (iv) any lossdebts, liabilityliabilities, or expensesobligations of Seller, including reasonable attorneys' fees and costswhether accrued, incurred absolute, contingent, or otherwise, due or to become due, other than Assumed Liabilities; (v) the nonperformance or defective performance prior to the Closing Date by Buyer in pursuing a claim against Intelligraphics, Inc. of Texas for infringement Seller under any of the name "Intelligraphics"; provided for this purpose, the parties acknowledge that Godfrey & Kahn, S.C. has been retained xx xxxxue xxxx claim and will continue to be the counsel which will pursue the matter subsequent Assumed Contracts to the Closing. extent such nonperformance is not cured by Seller within the permitted cure period in the Assumed Contract; (bvi) Notwithstanding anything in this Agreement the imposition of any and all federal, state, or local taxes arising out of, resulting from, or relating to Seller’s sale of the Assets hereunder or operation of the Business prior to the contraryClosing Date; or (vii) claims relating to Seller’s or its predecessors’ pre-Closing release, Seller and Huelsman shall not be obligated to indexxxxxgeneration, xefend treatment, transport, recycling, or hold harmless Buyer pursuant to Paragraph 6.1(a)(i) of this Agreement, in respect storage of any breach hazardous substance or arising out of or attributable to Seller’s or its predecessors’ arrangements for any representation or warranty made in this Agreement or any document executed in connection herewith unless, the aggregate Losses for which Buyer is entitled to indemnification under said Paragraph 6.1(a)(i) shall exceed twenty- five thousand dollars ($25,000.00) (in which event the entire loss will be payable), and in no event shall Seller's and Huelsman's aggregate liability to indemxxxx Xxxxx in respect of all Losses under said Paragraph 6.1(a)(i) exceed $4,300,000. Notwithstanding the foregoing, no Loss arising from a breach . The amount of a representation and warranty in Sections 3.8, 3.9 or the second sentence of Section 3.10 will be subject to the $25,000 "basket" provided for above; that is, any such Loss will be payable by Seller and Huelsman without dilution or effect agaxxxx xxx $25,000 "basket.". (c) Seller and Huelsman may satisfy their obligations xxxxx Xxragraph 6.1(a) of this Agreement by transferring Subject Shares to Buyer except with respect to any claim by Buyer relating to the failure to obtain Consents specified in Section 1.3(b)(1) and (ii), which Buyer’s Damages shall be paid in cash to reduced by the amount of insurance proceeds received by Buyer. Such shares shall be valued at fifty percent (50%) of the Market Price of the Common Stock as of the most recent business day preceding the date of transfer. If applicable, Seller and Buyer shall direct the Escrow Agent to transfer to Buyer such number of Subject Shares as Seller may designate in accordance with the provisions of this Paragraph 6.1(c). 6.2.

Indemnification of Buyer. (a) Seller and Huelsman the Members, jointly and severally agree to xxxxxxxfy severally, will indemnify, defend and hold harmless Buyer and any of its Affiliates and Buyer's ’s and Buyer’s Affiliates’ directors, officers, directorsemployees, shareholders, agents successors, agents, representatives and employees and to hold them harmless assigns (each, a “Buyer Indemnified Party”) from and against any and all damages, losses, deficienciesliabilities, actions, demands, judgmentsand damages, costs and expenses (including reasonable attorneys' fees and accountants' feesdisbursements of counsel) (hereinafter individually, a “Loss” and collectively, "“Losses"”) of which arise out of, or against Buyer resulting from result from, or relate to (i) any misrepresentation breach or breach inaccuracy of warranty on the part any representation, warranty, covenant or agreement of Seller or Huelsman and/or the Members contained in this Agreement or in any doxxxxxx xr agreement executed and/or Ancillary Agreement or certificate delivered by Seller or Huelsman in connection herewith; any Member hereunder or (ii) axx xxxxxlfillment of any agreement or covenant contained herein or in any certificate, documents, agreement or instrument delivered hereunder on the part of Excluded Liability. Any indemnification by Seller or HuelsmanMembers pursuant to this Section 7.2 shall not be required unless and until the aggregate amount of all such Losses exceeds $25,000 (the “Threshold Amount”); and/or provided, however, that (iiix) any failure of Sxxxxx xx Huelsman to pay and/or perform any liabxxxxx xx obligation of Seller, Huelsman or once such Losses exceed the Business other than the Xxxxxxx Liabilities; and (iv) any loss, liability, or expenses, including reasonable attorneys' fees and costs, incurred by Buyer in pursuing a claim against Intelligraphics, Inc. of Texas for infringement of the name "Intelligraphics"; provided for this purpose, the parties acknowledge that Godfrey & Kahn, S.C. has been retained xx xxxxue xxxx claim and will continue to be the counsel which will pursue the matter subsequent to the Closing. (b) Notwithstanding anything in this Agreement to the contraryThreshold Amount, Seller and Huelsman Members shall indemnify the Buyer Indemnified Parties for all Losses and not merely for Losses in excess of the Threshold Amount and (y) the foregoing Threshold Amount shall not be obligated apply to indexxxxx, xefend or hold harmless any Loss owed to a Buyer pursuant to Paragraph 6.1(a)(i) of this Agreement, in respect Indemnified Party arising out of any breach of any representation or warranty made in this Agreement or any document executed in connection herewith unless, the aggregate Losses for which Buyer is entitled to indemnification under said Paragraph 6.1(a)(i) shall exceed twenty- five thousand dollars ($25,000.00) (in which event the entire loss will be payable), and in no event shall Seller's and Huelsman's aggregate liability to indemxxxx Xxxxx in respect of all Losses under said Paragraph 6.1(a)(i) exceed $4,300,000Excluded Liability. Notwithstanding the foregoing, in no Loss event shall Seller or the Members be liable to any Buyer Indemnified Party for Losses pursuant to this Article VII which, when added to all Losses paid by Seller and Members in the aggregate exceed $1,000,000. Notwithstanding the foregoing, Xxxxxxx Xxxxx shall have no indemnification obligation hereunder with respect to Losses arising from a breach of a representation and warranty in Sections 3.8, 3.9 or the second sentence by Xxxxxx Xxxxxx of Section 3.10 will be subject to the $25,000 "basket" provided for above; that is, any such Loss will be payable by Seller 6.7 or Section 2.7 hereof and Huelsman without dilution or effect agaxxxx xxx $25,000 "basket.". (c) Seller and Huelsman may satisfy their obligations xxxxx Xxragraph 6.1(a) of this Agreement by transferring Subject Shares to Buyer except Xxxxxx Xxxxxx shall have no indemnification obligation hereunder with respect to any claim Losses arising from a breach by Buyer relating to Xxxxxxx Xxxxx of Section 6.7 or Section 2.7 hereof or the failure to obtain Consents specified in Section 1.3(b)(1) and (ii), which shall be paid in cash to Buyer. Such shares shall be valued at fifty percent (50%) of the Market Price of the Common Stock as of the most recent business day preceding the date of transfer. If applicable, Seller and Buyer shall direct the Escrow Agent to transfer to Buyer such number of Subject Shares as Seller may designate in accordance with the provisions of this Paragraph 6.1(c). 6.2Employment Agreement.

Indemnification of Buyer. (a) From and after the Closing, Seller shall indemnify and Huelsman jointly and severally agree to xxxxxxxfy hold harmless Buyer and Buyer's officersits stockholders, directors, shareholdersofficers, employees, affiliates, agents and employees representatives (the “Buyer Indemnified Parties”) against, and to hold them harmless from and against reimburse the Buyer Indemnified Parties for, any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, losses, deficienciestaxes, actionsliens, demandsdiminutions in value, judgmentscosts, costs expenses and expenses fees (including reasonable attorneys' ’ fees and accountants' feesexpenses, and the costs of investigation incurred in defending against or settling any such matter and any amounts paid in settlement thereof) (collectively, "“Losses"”) of paid, suffered or against incurred by the Buyer resulting from Indemnified Parties (i) as a result of any misrepresentation or breach of warranty any representation, warranty, agreement or covenant on the part of Seller or Huelsman in this Agreement or in any doxxxxxx xr agreement executed and/or delivered by Seller or Huelsman in connection herewith; (ii) axx xxxxxlfillment of any agreement or covenant contained herein or in any certificate, documents, agreement or instrument delivered hereunder on the part of Seller or Huelsman; and/or (iii) any failure of Sxxxxx xx Huelsman to pay and/or perform any liabxxxxx xx obligation of Seller, Huelsman or the Business other than the Xxxxxxx Liabilities; and (iv) any loss, liability, or expenses, including reasonable attorneys' fees and costs, incurred by Buyer in pursuing a claim against Intelligraphics, Inc. of Texas for infringement of the name "Intelligraphics"; provided for this purpose, the parties acknowledge that Godfrey & Kahn, S.C. has been retained xx xxxxue xxxx claim and will continue to be the counsel which will pursue the matter subsequent to the Closing. (b) Notwithstanding anything in this Agreement to the contrary, Seller and Huelsman shall not be obligated to indexxxxx, xefend or hold harmless Buyer pursuant to Paragraph 6.1(a)(i) of this Agreement, in respect of any breach of any representation or warranty made in Member under this Agreement or any document executed of the Xxxxxxxxx Xxxxxxxxxx, (xx) arising out of the ownership or operation or use of the Purchased Assets prior to the Closing, (iii) relating to any product or service provided by Seller, in connection herewith unlesswhole or in part, prior to the Closing Date or (iv) arising out of or resulting from any of the Excluded Assets or Excluded Liabilities (collectively the “Buyer Damages”). To seek indemnification pursuant to this section, the aggregate Losses Buyer Indemnified Party shall promptly notify Seller in writing of any claim for which Buyer is entitled to indemnification under said Paragraph 6.1(a)(i) shall exceed twenty- five thousand dollars ($25,000.00) (in which event the entire loss will be payable), and in no event shall Seller's and Huelsman's aggregate liability to indemxxxx Xxxxx in respect of all Losses under said Paragraph 6.1(a)(i) exceed $4,300,000Damages. Notwithstanding the foregoing, no Loss arising from a breach the failure on the part of a representation Buyer Indemnified Party to give any such notice within such time period shall not relieve Seller of any indemnification obligation hereunder unless, and warranty in Sections 3.8, 3.9 or the second sentence of Section 3.10 will be subject only to the $25,000 "basket" provided for above; that is, any such Loss will be payable by Seller and Huelsman without dilution or effect agaxxxx xxx $25,000 "basket.". (c) Seller and Huelsman may satisfy their obligations xxxxx Xxragraph 6.1(a) of this Agreement by transferring Subject Shares to Buyer except with respect to any claim by Buyer relating to the failure to obtain Consents specified in Section 1.3(b)(1) and (ii), which shall be paid in cash to Buyer. Such shares shall be valued at fifty percent (50%) of the Market Price of the Common Stock as of the most recent business day preceding the date of transfer. If applicableextent that, Seller and Buyer shall direct the Escrow Agent to transfer to Buyer such number of Subject Shares as Seller may designate in accordance with the provisions of this Paragraph 6.1(c). 6.2is materially prejudiced thereby.

Indemnification of Buyer. (a) Seller From and Huelsman jointly after the Closing, Parent and severally agree to xxxxxxxfy Sellers shall defend, indemnify and hold the Buyer and Buyer's its respective officers, directors, shareholdersemployees, Affiliates, and agents and employees and to hold them (the “Buyer Indemnified Parties”), harmless from and against any and all damages, losses, deficienciescosts, actions, demands, judgments, costs and expenses (including including, without limitation, reasonable attorneys' ’ and independent accountants' fees) ’ fees and disbursements), liabilities, damages (excluding incidental, special, consequential or punitive damages), fines, penalties, charges, assessments, judgments and settlements (individually, a “Loss” and collectively, "“Losses"”) that the Buyer Indemnified Parties incur arising out of or against Buyer resulting from (i) any misrepresentation inaccuracy of any representation or the breach of any warranty on made by the part Parent and Sellers in Article II of Seller this Agreement, (it being agreed and acknowledged by the parties that, for purposes of right to indemnification pursuant to this subclause (i), the representations and warranties of Parent and Sellers contained herein shall not be deemed qualified by any references herein to materiality generally or Huelsman to whether or not any such breach results or may result in this Agreement or in any doxxxxxx xr agreement executed and/or delivered by Seller or Huelsman in connection herewith; a Material Adverse Effect), (ii) axx xxxxxlfillment any non-fulfillment of any covenant or agreement or covenant contained herein or made by the Parent and Sellers in any certificatethis Agreement, documents, agreement or instrument delivered hereunder on the part of Seller or Huelsman; and/or (iii) any failure of Sxxxxx xx Huelsman to pay and/or perform any liabxxxxx xx obligation of SellerExcluded Assets or Excluded Liabilities, Huelsman or the Business other than the Xxxxxxx Liabilities; and (iv) any lossand all Losses suffered or incurred by the Buyer Indemnified Parties to the extent arising out of any action, liabilityinaction, event, citation, liability or obligation of Parent or any Seller occurring or existing prior to the Closing, (v) any and all Losses suffered or incurred by the Buyer Indemnified Parties with respect to the replacement costs reasonably incurred as a result of any and all Required Non-Customer Consents, (vi) any and all Losses suffered or incurred by the Buyer Indemnified Parties arising out of the Transition Services Agreement, or expenses, including reasonable attorneys' fees (vii) any and costs, all Losses suffered or incurred by the Buyer in pursuing a claim against Intelligraphics, Inc. Indemnified Parties arising out of Texas for infringement (A) any breach of the name "Intelligraphics"; provided for this purposerepresentations and/or warranties and any indemnification obligations of the “Tenant” (as such term is defined in the Minnesota Lease) contained in Section 22.u of the Minnesota Lease, but solely with respect to Parent’s and/or one or more Sellers’ use of the parties acknowledge Property (as such term is defined in the Minnesota Lease) prior to the Closing Date or a condition of the Property that Godfrey & Kahnexisted prior to the Closing Date, S.C. has been retained xx xxxxue xxxx claim and will continue (B) any failure by the Parent and/or any Seller to be fully and timely perform in conformity with the counsel which will pursue the matter Minnesota Lease, whether prior or subsequent to the Closing, all of the obligations of the “Tenant” pursuant to, the following sections of the Minnesota Lease: Section 1.c , second sentence; Section 1.n; Section 1.t; Section 7.b(x), second sentence. (b) Notwithstanding anything The representations and warranties contained in this Agreement (and any right to the contrary, Seller and Huelsman indemnification for breach thereof) shall not be obligated to indexxxxxaffected by any investigation, xefend verification or hold harmless Buyer pursuant to Paragraph 6.1(a)(i) of this Agreement, in respect examination by any party hereto or by any representative of any breach such party or by any such party’s Knowledge of any representation or warranty made in this Agreement or any document executed in connection herewith unless, the aggregate Losses for which Buyer is entitled to indemnification under said Paragraph 6.1(a)(i) shall exceed twenty- five thousand dollars ($25,000.00) (in which event the entire loss will be payable), and in no event shall Seller's and Huelsman's aggregate liability to indemxxxx Xxxxx in respect of all Losses under said Paragraph 6.1(a)(i) exceed $4,300,000. Notwithstanding the foregoing, no Loss arising from a breach of a representation and warranty in Sections 3.8, 3.9 or the second sentence of Section 3.10 will be subject to the $25,000 "basket" provided for above; that is, any such Loss will be payable by Seller and Huelsman without dilution or effect agaxxxx xxx $25,000 "basket.". (c) Seller and Huelsman may satisfy their obligations xxxxx Xxragraph 6.1(a) of this Agreement by transferring Subject Shares to Buyer except facts with respect to the accuracy or inaccuracy of any claim by Buyer relating to the failure to obtain Consents specified in Section 1.3(b)(1) and (ii), which shall be paid in cash to Buyer. Such shares shall be valued at fifty percent (50%) of the Market Price of the Common Stock as of the most recent business day preceding the date of transfer. If applicable, Seller and Buyer shall direct the Escrow Agent to transfer to Buyer such number of Subject Shares as Seller may designate in accordance with the provisions of this Paragraph 6.1(c). 6.2representation or warranty.

Indemnification of Buyer. (a) Seller From and Huelsman jointly after the Closing, Buyer, Surviving Corporation and severally agree to xxxxxxxfy Buyer and Buyer's their respective directors, officers, directorsemployees, shareholdersAffiliates, agents agents, advisors, representatives and employees assigns ("Buyer Indemnitees") shall be indemnified and to hold them held harmless by the holders of ZMP Common Stock on the date hereof out of funds in the Escrow Account and/or the Glendale Escrow Account, as the case may be, available therefor, from and against any and all damagesLosses of any such Person, lossesdirectly or indirectly, deficienciesas a result of, actions, demands, judgments, costs and expenses (including reasonable attorneys' and accountants' fees) (collectively, "Losses") of or against Buyer resulting based upon or arising from (i1) any misrepresentation untruth or breach inaccuracy of warranty on any of the part representations or warranties (except to the extent related to Taxes) made by the Company in Section 3.2 of Seller or Huelsman in this Agreement or any of the agreements or covenants (except to the extent related to Taxes) made by the Company in any doxxxxxx xr agreement executed and/or delivered by Seller or Huelsman in connection herewith; Article IV of this Agreement, (ii2) axx xxxxxlfillment of any agreement or covenant contained herein or in any certificatewithout duplication, documents, agreement or instrument delivered hereunder on the part of Seller or Huelsman; and/or (iiix) any failure breach of Sxxxxx xx Huelsman the covenant to pay and/or perform any liabxxxxx xx obligation Declared Pre-Closing Income Tax Liability, (y) all Taxes of Sellerthe Company or ARA relating to Pre-Closing Periods and (z) any Straddle Period Liability (collectively "Tax Losses"), Huelsman or the Business other than the Xxxxxxx Liabilities; (3) any amounts described in Sections 2.8(a)(iii) and (iv) any losshereof which are not paid on the Closing Date from the Purchase Price, liability, (4) Section 1300 Payments and payments required under Section 2.11 in connection with or expenses, including reasonable attorneys' fees and costs, incurred by Buyer in pursuing as a claim against Intelligraphics, Inc. of Texas for infringement result of the name "Intelligraphics"; provided for this purpose, existence of Dissenting Shares at the parties acknowledge that Godfrey & Kahn, S.C. has been retained xx xxxxue xxxx claim Closing if and will continue to be the counsel which will pursue the matter subsequent to the Closing. extent such Losses or payments exceed the Dissenting Share Amount and (b5) Notwithstanding anything in this Agreement to the contrary, Seller and Huelsman shall not be obligated to indexxxxx, xefend any claims or hold harmless Buyer allegations of third parties against any Indemnified Party of any violation or non-compliance with or pursuant to Paragraph 6.1(a)(i) of this Agreement, in respect of any breach of any representation or warranty made in this Agreement or any document executed in connection herewith unless, Environmental Law at the aggregate Losses for which Buyer is entitled to indemnification Glendale Facility. Indemnification under said Paragraph 6.1(a)(i) shall exceed twenty- five thousand dollars ($25,000.00) (in which event the entire loss will be payableSection 7.1(1), and in no event shall Seller's and Huelsman's aggregate liability to indemxxxx Xxxxx in respect of all Losses under said Paragraph 6.1(a)(i) exceed $4,300,000. Notwithstanding the foregoing(2), no Loss arising from a breach of a representation and warranty in Sections 3.8, 3.9 or the second sentence of Section 3.10 will be subject to the $25,000 "basket" provided for above; that is, any such Loss will be payable by Seller and Huelsman without dilution or effect agaxxxx xxx $25,000 "basket.". (c) Seller and Huelsman may satisfy their obligations xxxxx Xxragraph 6.1(a) of this Agreement by transferring Subject Shares to Buyer except with respect to any claim by Buyer relating to the failure to obtain Consents specified in Section 1.3(b)(13) and (ii), which 4) shall be paid in cash to Buyeravailable solely from the Escrow Account as provided herein. Such shares Indemnification under Section 7.1(5) shall be valued at fifty percent (50%) of available solely from the Market Price of the Common Stock as of the most recent business day preceding the date of transfer. If applicable, Seller Glendale Escrow Account and Buyer shall direct the Escrow Agent to transfer to Buyer such number of Subject Shares Account as Seller may designate in accordance with the provisions of this Paragraph 6.1(c). 6.2provided herein.

Indemnification of Buyer. (a) Subject to the provisions of Section 7.1, Seller and Huelsman the Shareholder shall, jointly and severally agree to xxxxxxxfy severally, indemnify and hold Buyer and Buyer's its Affiliates and their respective directors, officers, directors, shareholders, agents and employees and to hold them agents (collectively, the “Buyer Indemnitees”) harmless from and against against: Any loss, liability, claim or damage (A) arising out of or related to the Excluded Assets or Retained Liabilities, (B) resulting from the breach (or any and all damagesthird party claim that, lossesif true, deficiencies, actions, demands, judgments, costs and expenses (including reasonable attorneys' and accountants' fees) (collectively, "Losses"would constitute a breach) of any representation or against Buyer resulting from (i) warranty, or any misrepresentation or breach of warranty on the part of by Seller or Huelsman the Shareholder set forth in this Agreement or in the Transaction Documents or (C) any doxxxxxx xr agreement executed and/or delivered by Seller breach (or Huelsman in connection herewith; (iiany third party claim that, if true, would constitute a breach) axx xxxxxlfillment of any agreement or covenant contained herein or in any certificate, documents, agreement or instrument delivered hereunder on the part of Seller or Huelsman; and/or (iii) any failure of Sxxxxx xx Huelsman to pay and/or perform any liabxxxxx xx obligation of Seller, Huelsman the Shareholder set forth in this Agreement or the Business other than the Xxxxxxx LiabilitiesTransaction Documents, in any case whether or not arising out of any claim from any third party; and Any cost or expense, including reasonable attorneys’ fees and expenses (iv) any except when Seller and/or the Shareholder are defending the claim in accordance with Section 7.3), of the Buyer Indemnitees incident to a loss, liability, claim or expenses, including reasonable attorneys' fees and costs, incurred by damage for which the Buyer in pursuing a claim against Intelligraphics, Inc. of Texas for infringement of the name "Intelligraphics"; provided for this purpose, the parties acknowledge that Godfrey & Kahn, S.C. has been retained xx xxxxue xxxx claim and will continue to be the counsel which will pursue the matter subsequent to the Closing. (b) Notwithstanding anything in this Agreement to the contrary, Seller and Huelsman shall not be obligated to indexxxxx, xefend or hold harmless Buyer Indemnitees are indemnified pursuant to Paragraph 6.1(a)(i) of this AgreementSection 7.2(a)(i), in respect any case whether or not arising out of any breach of claim from any representation or warranty made in this Agreement or any document executed in connection herewith unless, the aggregate Losses for which Buyer is entitled to indemnification under said Paragraph 6.1(a)(i) shall exceed twenty- five thousand dollars ($25,000.00) (in which event the entire loss will be payable), and in no event shall Seller's and Huelsman's aggregate liability to indemxxxx Xxxxx in respect of all Losses under said Paragraph 6.1(a)(i) exceed $4,300,000third party. Notwithstanding the foregoing, no Loss arising from a breach of a representation Seller and warranty in Sections 3.8, 3.9 or the second sentence Shareholder shall not be liable under clause (B) of Section 3.10 will 7.2(a)(i) above until the aggregate amount of losses, liabilities, claims, damages, costs and expenses incurred by Buyer exceeds US $_________, in which case Buyer shall be subject entitled to recover the full amount of such losses, liabilities, claims, damages, costs and expenses from dollar one; provided, however, that this US $_________ threshold shall not apply to representations and warranties made pursuant to Section 4.1(a) (Organization and Standing), Section 4.1(b) (Authority), 4.1(k) (Taxes) and 4.1(m) (Title). Notwithstanding anything herein to the $25,000 "basket" provided for above; contrary, the aggregate amount of losses, liabilities, claims, damages, costs and expenses that is, any such Loss will be payable by Seller and Huelsman without dilution or effect agaxxxx xxx $25,000 "basket.". the Shareholder shall be liable for under clause (c) Seller and Huelsman may satisfy their obligations xxxxx Xxragraph 6.1(aB) of this Agreement by transferring Subject Shares to Buyer except with respect to any claim by Buyer relating to Section 7.2(a)(i) above shall not exceed the failure to obtain Consents specified in Section 1.3(b)(1) and (ii), which shall be paid in cash to Buyer. Such shares shall be valued at fifty percent (50%) of the Market Price of the Common Stock as of the most recent business day preceding the date of transfer. If applicable, Seller and Buyer shall direct the Escrow Agent to transfer to Buyer such number of Subject Shares as Seller may designate in accordance with the provisions of this Paragraph 6.1(c). 6.2Purchase Price.

Indemnification of Buyer. (a) The Seller agrees that, notwithstanding any investigation of the assets, properties, books, records, and Huelsman jointly and severally agree business of the Company made by or on behalf of Buyer prior to xxxxxxxfy the Closing, the Seller shall indemnify Buyer and Buyer's officerseach of their officers and directors and each person who "controls" Buyer within the meaning of Section 15 of the Securities Act of 1933, directors, shareholders, agents and employees and to shall hold them such persons harmless from and against any and all damages, losses, deficienciesclaims, actionsliabilities and expenses, demands, judgments, costs and expenses (including reasonable attorneys' fees (net of any insurance proceeds, or similar recoveries, and accountants' feesnet of any reserves established by the Company specifically for such damages, losses, claims, liabilities and expenses) (collectively, "Losses") caused by or arising out of or against Buyer resulting from (i) any misrepresentation or breach of warranty on the part of Seller warranty, representation or Huelsman covenant contained in this Agreement or in any doxxxxxx xr agreement executed and/or Exhibit or Schedule delivered by Seller pursuant hereto, arising within two years of the Closing or Huelsman in connection herewith; (ii) axx xxxxxlfillment any claim, lawsuit, obligation, tax deficiency, or other liability asserted with respect of any agreement or covenant contained herein or in any certificate, documents, agreement or instrument delivered hereunder on the part of Seller or Huelsman; and/or (iii) any failure of Sxxxxx xx Huelsman to pay and/or perform any liabxxxxx xx obligation of Seller, Huelsman or the Business other than the Xxxxxxx Liabilities; and (iv) any loss, liability, or expenses, including reasonable attorneys' fees and costs, incurred by Buyer in pursuing a claim against Intelligraphics, Inc. of Texas for infringement undisclosed liabilities of the name "Intelligraphics"; provided for this purpose, the parties acknowledge that Godfrey & Kahn, S.C. has been retained xx xxxxue xxxx claim and will continue to be the counsel which will pursue the matter subsequent to Company arising within two years of the Closing. (b) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, claims made against the Seller for indemnification hereunder shall not exceed, in the aggregate, $250,000.00. In the event Buyer proposes to make any claim hereunder, they shall deliver notice to the Seller signed by an officer of Buyer stating the nature of such claim and Huelsman the amount claimed, if known. The Seller shall have 30 days from the receipt of such notice to notify Buyer whether or not they dispute their liability hereunder with respect to such claim or demand. If such claim is asserted by a third party (a "third party claim"), the Seller may, at his sole option, elect to defend Buyer, at their cost, against such third party claim such election to be made within the 30 day period noted above; provided that such defense shall be conducted by counsel satisfactory to Buyer, and the Seller shall not enter into any settlement of such claim without written consent of Buyer. With respect to non-third party claims as to which the Seller disputes their liability or with respect to third party claims as to which they elect not to defend, the liability of the Seller shall be determined by a final and nonappealable judgment entered by a court of competent jurisdiction or by written consent of the Seller. Buyer's rights of indemnification set forth herein, or the rights of offset set forth in Section 9.7 below, shall not be obligated to indexxxxxits exclusive remedy (whether at law or in equity) for any breach of the covenants, xefend representations or hold harmless Buyer pursuant to Paragraph 6.1(a)(i) of warranties contained in this Agreement, or in respect of any breach of Exhibit or Schedule delivered pursuant hereto, and/or for any representation or warranty made in this Agreement or any document executed in connection herewith unless, the aggregate Losses for which Buyer is entitled to indemnification under said Paragraph 6.1(a)(i) shall exceed twenty- five thousand dollars ($25,000.00) (in which event the entire loss will be payable), and in no event shall Seller's and Huelsman's aggregate liability to indemxxxx Xxxxx in respect of all Losses under said Paragraph 6.1(a)(i) exceed $4,300,000. Notwithstanding the foregoing, no Loss arising from a breach of a representation and warranty in Sections 3.8, 3.9 or the second sentence of Section 3.10 will be subject to the $25,000 "basket" provided for above; that is, any such Loss will be payable by Seller and Huelsman without dilution or effect agaxxxx xxx $25,000 "basketother recovery hereunder.". (c) Seller and Huelsman may satisfy their obligations xxxxx Xxragraph 6.1(a) of this Agreement by transferring Subject Shares to Buyer except with respect to any claim by Buyer relating to the failure to obtain Consents specified in Section 1.3(b)(1) and (ii), which shall be paid in cash to Buyer. Such shares shall be valued at fifty percent (50%) of the Market Price of the Common Stock as of the most recent business day preceding the date of transfer. If applicable, Seller and Buyer shall direct the Escrow Agent to transfer to Buyer such number of Subject Shares as Seller may designate in accordance with the provisions of this Paragraph 6.1(c). 6.2.

Indemnification of Buyer. (a) The Seller and Huelsman the Shareholder jointly and severally agree to xxxxxxxfy indemnify the Buyer and Buyer's officers, directors, shareholders, agents and employees and to hold them it harmless from and against any and all damages, losses, deficiencies, actions, demands, judgments, costs and expenses (including reasonable attorneys' ’ and accountants' ’ fees) (collectively, "“Losses"”) of or against the Buyer resulting from (i) any misrepresentation or breach of a representation or warranty hereunder on the part of any of the Seller or Huelsman in this Agreement the Shareholder; or in any doxxxxxx xr agreement executed and/or delivered by Seller or Huelsman in connection herewith; (ii) axx xxxxxlfillment any nonfulfillment of any agreement or covenant contained herein or in any certificate, documents, agreement document or instrument delivered hereunder on the part of any of the Seller or Huelsmanthe Shareholder provided; and/or (iii) any failure liability or obligation related to the use or ownership of Sxxxxx xx Huelsman the Subject Assets prior to pay and/or perform any liabxxxxx xx obligation of Seller, Huelsman or the Business Closing (other than any expressly assumed obligations), or any lien (other than expressly permitted liens) on any of the Xxxxxxx LiabilitiesSubject Assets after the Closing as a result of matters existing, arising from or relating to any period prior to the Closing; and or (iv) any lossexpressly retained liabilities. The Buyer shall be held harmless and indemnified pursuant to this Section 7.1, liabilityfirst, or expenses, including reasonable attorneys' fees and costs, incurred by Buyer in pursuing a claim against Intelligraphics, Inc. of Texas for infringement out of the name "Intelligraphics"; provided for this purpose, Purchase Price previously paid by the parties acknowledge that Godfrey & Kahn, S.C. has been retained xx xxxxue xxxx claim and will continue to be the counsel which will pursue the matter subsequent to the Closing. (b) Notwithstanding anything in this Agreement to the contrary, Seller and Huelsman shall not be obligated to indexxxxx, xefend or hold harmless Buyer pursuant to Paragraph 6.1(a)(i) of this AgreementSection 1.2 above, in respect of and second, by setting off against any breach of any representation amounts due or warranty made in this Agreement that may become due from the Buyer or any document executed in connection herewith unlessof its successors or assigns to the Seller or Shareholder, as the aggregate Losses for which case may be, or any of their successors or assigns, pursuant to Section 1.4 above. The Buyer is entitled shall be held harmless and indemnified pursuant to indemnification under said Paragraph 6.1(a)(i) shall exceed twenty- five thousand dollars ($25,000.00) (in which event this Section 7.1, first, out of the entire loss will be payable)Purchase Price previously paid by the Buyer pursuant to Section 1.2 above, and in second, by setting off against any amounts due or that may become due from the Buyer or any of its successors or assigns to the Seller or Shareholder, as the case may be, or any of their successors or assigns, pursuant to Section 1.4 above. In no event shall Seller's amounts owed by the Seller and Huelsman's aggregate liability to indemxxxx Xxxxx in respect of all Losses under said Paragraph 6.1(a)(i) exceed $4,300,000. Notwithstanding the foregoing, no Loss arising from a breach of a representation and warranty in Sections 3.8, 3.9 or the second sentence of Section 3.10 will be subject Shareholder to the $25,000 "basket" provided for above; that is, any such Loss will be payable by Buyer under this Section 7.1 exceed the aggregate consideration paid to Seller and Huelsman without dilution or effect agaxxxx xxx $25,000 "basket."the Shareholder under 1.2 and 1.4. (c) Seller The obligations contained in this Section 7.1 shall survive the Closing and Huelsman may satisfy their obligations xxxxx Xxragraph 6.1(a) of this Agreement by transferring Subject Shares to Buyer except with respect to any claim by Buyer relating to the failure to obtain Consents specified in Section 1.3(b)(1) and (ii), which shall be paid in cash to Buyer. Such shares shall be valued at fifty percent (50%) delivery of the Market Price Xxxx of the Common Stock as of the most recent business day preceding the date of transfer. If applicable, Seller and Buyer shall direct the Escrow Agent to transfer to Buyer such number of Subject Shares as Seller may designate in accordance with the provisions of this Paragraph 6.1(c). 6.2Sale/Assignment.

Indemnification of Buyer. (a) Seller From and Huelsman after the Closing, Sellers shall jointly and severally agree to xxxxxxxfy indemnify and hold Buyer and Buyer's officers, directors, shareholders, agents and employees and to hold them harmless from and against any and all damagesliabilities, obligations, losses, deficienciesdamages, actionscosts, demands, judgments, costs charges or other expenses of every kind and expenses (including reasonable attorneys' and accountants' fees) (collectively, "Losses") of or against Buyer resulting from (i) any misrepresentation or breach of warranty on the part of Seller or Huelsman in this Agreement or in any doxxxxxx xr agreement executed and/or delivered by Seller or Huelsman in connection herewith; (ii) axx xxxxxlfillment of any agreement or covenant contained herein or in any certificate, documents, agreement or instrument delivered hereunder on the part of Seller or Huelsman; and/or (iii) any failure of Sxxxxx xx Huelsman to pay and/or perform any liabxxxxx xx obligation of Seller, Huelsman or the Business other than the Xxxxxxx Liabilities; and (iv) any loss, liability, or expensescharacter, including reasonable attorneys' fees and costsdisbursements (collectively, "Damages") arising after the Closing and actually suffered by or incurred by Buyer arising out of or as a result of (i) the inaccuracy of any of the representations or warranties contained in the second sentence of Section 5.8, Section 5.9, Section 5.14, Section 5.18 and Section 5.21 ("Surviving Representations") or the breach, nonfulfillment or nonperformance of any covenant or agreement of the Company or Shareholder under this Agreement or any other Transaction Document, (ii) any and all amounts which relate to liability for income taxes of the Sellers for any period or periods ending on or before the Closing Date, (iii) any and all amounts which relate to liabilities and obligations that arise under ERISA (as herein defined) as a result of the Company being an ERISA Affiliate of certain other Persons and that do not relate to actions or omissions of the Company, or (iv) customer mandated containment due to parts produced by Company prior to the Closing Date. Notwithstanding the foregoing, Sellers shall not be required to indemnify or hold harmless Buyer with respect to any Damages incurred by Buyer under clauses (i) or (iv) above unless, until and then only to the extent that the aggregate amount of all Damages incurred by Buyer in pursuing respect of which Sellers would be liable to Buyer under clauses (i) and (iv) above exceeds $500,000 ("Basket"), except that the Basket shall not apply to Damages incurred by Buyer as a claim against Intelligraphics, Inc. result of Texas for infringement a breach of the name "Intelligraphics"; provided for this purposeSurviving Representations. Further, the parties acknowledge that Godfrey & Kahn, S.C. has been retained xx xxxxue xxxx claim and will continue to be the counsel which will pursue the matter subsequent to the Closing. (b) Notwithstanding notwithstanding anything in this Agreement contained herein to the contrary, Seller and Huelsman shall not the aggregate amount required to be obligated to indexxxxx, xefend or hold harmless Buyer paid by Sellers pursuant to Paragraph 6.1(a)(i) of this Agreement, Section 13.1 in respect of any breach of any representation or warranty made in this Agreement or any document executed in connection herewith unless, the aggregate Losses all Damages for which Sellers would be liable to Buyer is entitled to indemnification under said Paragraph 6.1(a)(iclauses (i) and (iv) above shall not exceed twenty- five thousand dollars ($25,000.00) (in which event the entire loss will be payable), 4,000,000 and in no event shall Seller's and Huelsman's aggregate liability Sellers be liable under clause (iv) above for containment costs for a period of more than six (6) months after same is mandated. In no event shall Sellers be liable under this Section 13.1 for Damages if C. Wxxxxxx Xxxxxxxx, Jxxx X. Xxxxxxxx or Oxxx X. Xxxxxxxx had actual knowledge on or prior to indemxxxx Xxxxx in respect the Closing Date of all Losses under said Paragraph 6.1(a)(i) exceed $4,300,000the misrepresentation, breach of warranty or nonperformance or breach of covenant giving rise to such Damages. Notwithstanding the foregoing, no Loss A claim relating to indemnification arising from out of a breach of the Surviving Representations or out of a representation and warranty in Sections 3.8, 3.9 breach by Sellers of a covenant or the second sentence of Section 3.10 will be subject to the $25,000 "basket" provided for above; that is, any such Loss will be payable by Seller and Huelsman without dilution or effect agaxxxx xxx $25,000 "basket.". (c) Seller and Huelsman may satisfy their obligations xxxxx Xxragraph 6.1(a) of agreement under this Agreement or any Transaction Document or under clause (ii) or (iii) above may be made at any time before the expiration of the statute of limitations that would be applicable to an action brought by transferring Subject Shares to Buyer except the appropriate Person with respect to the matters forming the basis for such claim. A claim under clause (iv) above may be made at any claim by Buyer relating to time before 190 days after the failure to obtain Consents specified in Section 1.3(b)(1) and (ii), which shall be paid in cash to Buyer. Such shares shall be valued at fifty percent (50%) of the Market Price of the Common Stock as of the most recent business day preceding the date of transfer. If applicable, Seller and Buyer shall direct the Escrow Agent to transfer to Buyer such number of Subject Shares as Seller may designate in accordance with the provisions of this Paragraph 6.1(c). 6.2Closing.

Indemnification of Buyer. (a) Subject to the limitations set forth below, Seller and Huelsman Members, jointly and severally agree to xxxxxxxfy severally, shall indemnify and hold harmless, Buyer and Buyer's officers, directors, shareholders, agents and employees and to hold them harmless from and against any and all damagesBuyer’s Damages (as hereinafter defined). “Buyer’s Damages”, lossesas used herein, deficienciesshall include any claims, actions, demands, judgmentslosses (which shall include any diminution in value), costs costs, expenses, liabilities, penalties, and expenses (damages, including reasonable attorneys' and accountants' fees) (collectivelycounsel fees incurred in attempting to avoid the same or oppose the imposition thereof, "Losses") of or against resulting to Buyer resulting from from: (i) any misrepresentation or breach of warranty on the part of inaccurate representation made by Seller or Huelsman Members in this Agreement or in any doxxxxxx xr agreement executed and/or certificate or document delivered by Seller or Huelsman in connection herewith; (ii) axx xxxxxlfillment the breach of any agreement warranty made by Seller or covenant contained herein Members in this Agreement or in any certificate, documents, agreement certificate or instrument document delivered hereunder on the part of Seller or Huelsmanin connection herewith; and/or (iii) a breach or default in the performance by Seller of any failure of Sxxxxx xx Huelsman the covenants to pay and/or perform any liabxxxxx xx obligation of Seller, Huelsman or the Business other than the Xxxxxxx Liabilitiesbe performed by it hereunder; and (iv) any lossdebts, liabilityliabilities, or expensesobligations of Seller, including reasonable attorneys' fees and costswhether accrued, incurred absolute, contingent, or otherwise, due or to become due, other than Assumed Liabilities; (v) the nonperformance or defective performance prior to the Closing Date by Buyer in pursuing a claim against Intelligraphics, Inc. of Texas for infringement Seller under any of the name "Intelligraphics"; provided for this purpose, the parties acknowledge that Godfrey & Kahn, S.C. has been retained xx xxxxue xxxx claim and will continue to be the counsel which will pursue the matter subsequent Assumed Contracts to the Closing. extent such nonperformance is not cured by Seller within the permitted cure period in the Assumed Contract; (bvi) Notwithstanding anything in this Agreement the imposition of any and all federal, state, or local taxes arising out of, resulting from, or relating to Seller’s sale of the Assets hereunder or operation of the Business prior to the contraryClosing Date; or (vii) claims relating to Seller’s or its predecessors’ pre-Closing release, generation, treatment, transport, recycling, or storage of any hazardous substance or arising out of or attributable to Seller’s or its predecessors’ arrangements for any of the foregoing. The amount of the Buyer’s Damages shall be reduced by the amount of insurance proceeds received by Buyer. The aggregate liability of Seller and Huelsman Members pursuant to this indemnity provision shall not be obligated to indexxxxx, xefend or hold harmless Buyer pursuant to Paragraph 6.1(a)(i) of this Agreement, in respect of any breach of any representation or warranty made in this Agreement or any document executed in connection herewith unless, the aggregate Losses for which Buyer is entitled to indemnification under said Paragraph 6.1(a)(i) shall exceed twenty- five thousand dollars ($25,000.00) (in which event the entire loss will be payable), and in no event shall Seller's and Huelsman's aggregate liability to indemxxxx Xxxxx in respect of all Losses under said Paragraph 6.1(a)(i) exceed $4,300,000. Notwithstanding 2,000,000 plus the foregoing, no Loss arising from a breach value of a representation and warranty in Sections 3.8, 3.9 or the second sentence of Section 3.10 will be subject to the $25,000 "basket" provided for above; that is, any such Loss will be payable by Seller and Huelsman without dilution or effect agaxxxx xxx $25,000 "basket.". (c) Seller and Huelsman may satisfy their obligations xxxxx Xxragraph 6.1(a) of this Agreement by transferring Subject Shares to Buyer except with respect to any claim by Buyer relating to the failure to obtain Consents specified in Section 1.3(b)(1) and (ii), which shall be paid in cash to Buyer. Such shares shall be valued at fifty forty percent (5040%) of the Market Price of the Common Stock as of the most recent business day preceding the date of transfer. If applicable, Seller and Buyer shall direct the Escrow Agent to transfer to Buyer such number of Subject Shares as Seller may designate ownership interest in accordance with the provisions of this Paragraph 6.1(c). 6.2Legion SDC.

Indemnification of Buyer. Subject to the terms and conditions of this Article VII, from and after the Closing Date, Xxxxxxxxx, Xxxxx and Xxxxxx (a) Seller collectively, the "Majority Sellers" and Huelsman each a "Majority Seller"), jointly and severally agree to xxxxxxxfy Buyer severally, shall indemnify and hold harmless Buyer's , its Affiliates (including Company), and each of their respective directors, members, officers, directorsemployees, shareholdersagents, agents successors and employees and to hold them harmless assigns (collectively, the "Buyer Indemnified Parties") from and against any and all damages, losses, deficiencies, actionsliabilities, demandsobligations, judgmentscommitments, costs and or expenses incurred by any of them (including reasonable attorneys' legal and accountants' feesother expenses reasonably incurred in investigating and defending against the same) (collectively, the foregoing being individually and collectively referred to as "Losses") arising out of or against Buyer resulting from (i) any misrepresentation or breach of warranty on the part of Seller or Huelsman in this Agreement or in any doxxxxxx xr agreement executed and/or delivered by Seller or Huelsman in connection herewith; (ii) axx xxxxxlfillment of any agreement or covenant contained herein or in any certificate, documents, agreement or instrument delivered hereunder on the part of Seller or Huelsman; and/or (iii) any failure of Sxxxxx xx Huelsman to pay and/or perform any liabxxxxx xx obligation of Seller, Huelsman or the Business other than the Xxxxxxx Liabilities; and (iv) any loss, liability, or expenses, including reasonable attorneys' fees and costs, incurred by Buyer in pursuing a claim against Intelligraphics, Inc. of Texas for infringement of the name "Intelligraphics"; provided for this purpose, the parties acknowledge that Godfrey & Kahn, S.C. has been retained xx xxxxue xxxx claim and will continue to be the counsel which will pursue the matter subsequent to the Closing. (b) Notwithstanding anything in this Agreement to the contrary, Seller and Huelsman shall not be obligated to indexxxxx, xefend or hold harmless Buyer pursuant to Paragraph 6.1(a)(i) of this Agreement, in respect of any breach of any representation or warranty made by Sellers in this Agreement or any document executed Disclosure Schedule hereto; (ii) any failure by Sellers to comply with any of their covenants or agreements set forth in connection herewith unlessthis Agreement; and (iii) any liability of any kind, whether absolute, accrued, contingent or otherwise, arising out of the aggregate Losses for which conduct of the Business prior to the Closing Date; provided, however, no Buyer is Indemnified Party shall be entitled to seek indemnification under said Paragraph 6.1(a)(i) shall exceed twenty- five thousand dollars ($25,000.00) (in which event from any Majority Seller pursuant to the entire loss will be payable), and in no event shall Seller's and Huelsman's aggregate liability to indemxxxx Xxxxx terms of this Article VII in respect of all any liability arising out of the conduct of the Business prior to the Closing Date to the extent such liability was paid or otherwise satisfied pursuant to Section 2.5 and Section 2.6 hereof. Payment by any Majority Seller to any Buyer Indemnified Party pursuant to the terms hereof shall be limited to the amount of any Losses under said Paragraph 6.1(a)(i) exceed $4,300,000that remain after deducting therefrom any Tax benefit to the Buyer Indemnified Parties and any insurance proceeds and any indemnity or contribution or similar payment actually recovered by the Buyer Indemnified Parties from any third party with respect to the claim for which indemnification is sought hereunder. Notwithstanding the foregoing, no Loss arising from a breach of a representation and warranty in Sections 3.8, 3.9 or the second sentence of Section 3.10 A Tax benefit will be subject considered to be recognized by the $25,000 "basket" provided for above; that isBuyer Indemnified Parties in the Tax period in which the indemnity payment occurs, and the amount of the Tax benefit shall be determined by the Buyer Indemnified Party's actual tax rate, after any such Loss will be payable by Seller and Huelsman without dilution deduction or effect agaxxxx xxx $25,000 "basket.". (c) Seller and Huelsman may satisfy their obligations xxxxx Xxragraph 6.1(a) of this Agreement by transferring Subject Shares to Buyer except other allowances reportable with respect to any claim by Buyer relating to payment hereunder, at the failure to obtain Consents specified in Section 1.3(b)(1) and (ii), which shall be paid in cash to Buyer. Such shares shall be valued at fifty percent (50%) of the Market Price of the Common Stock as of the most recent business day preceding the date of transfer. If applicable, Seller and Buyer shall direct the Escrow Agent to transfer to Buyer time such number of Subject Shares as Seller may designate in accordance with the provisions of this Paragraph 6.1(c). 6.2indemnity payment is made.

Indemnification of Buyer. (a) Seller and Huelsman Shareholder hereby jointly and severally agree to xxxxxxxfy indemnify and hold harmless Buyer and Buyer's True North and each of their respective directors, officers, directorsemployees, shareholders, agents and employees Affiliates thereof (the "Purchaser Indemnitees"), against and to hold them harmless from and against in respect of any and all damagesout-of-pocket loss, lossescost, deficienciesexpense, actionsliability, demands, judgments, costs and expenses damage or claim (including reasonable attorneys' fees and accountants' feesother costs and expenses) (all of the foregoing collectively, "Losses") incurred or sustained by any Purchaser Indemnitee as a result of any breach, inaccuracy or against Buyer resulting from nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties and covenants of the Indemnifying Parties contained herein. The total payments made by the Seller and Shareholder to the Purchaser Indemnitees with respect to Losses shall not exceed $4,000,000; provided, however, that no Purchaser Indemnitee shall be entitled to indemnification pursuant to this Section 10.1 unless and until the aggregate amount of Losses to all Purchaser Indemnitees equals at least $75,000, at which time the Purchaser Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.1, (i) any misrepresentation or breach of warranty on the part of Seller or Huelsman in this Agreement or in any doxxxxxx xr agreement executed and/or delivered by Seller or Huelsman in connection herewith; (ii) axx xxxxxlfillment of any agreement or covenant contained herein or in any certificate, documents, agreement or instrument delivered hereunder on the part of Seller or Huelsman; and/or (iii) any failure of Sxxxxx xx Huelsman to pay and/or perform any liabxxxxx xx obligation of Seller, Huelsman or the Business other than the Xxxxxxx Liabilities; and (iv) any loss, liability, or expenses, including reasonable attorneys' fees and costs, Loss incurred by Buyer in pursuing a claim against Intelligraphics, Inc. or True North arising out of Texas for infringement of the name "Intelligraphics"; provided for this purpose, the parties acknowledge that Godfrey & Kahn, S.C. has been retained xx xxxxue xxxx claim and will continue to be the counsel which will pursue the matter subsequent to the Closing. (b) Notwithstanding anything in this Agreement to the contrary, Seller and Huelsman shall not be obligated to indexxxxx, xefend Seller's or hold harmless Buyer pursuant to Paragraph 6.1(a)(i) of this Agreement, in respect of any Shareholder's breach of any representation or warranty made in this Agreement or any document executed in connection herewith unless, the aggregate Losses for which Buyer is entitled to indemnification under said Paragraph 6.1(a)(i) shall exceed twenty- five thousand dollars ($25,000.00) (in which event the entire loss will be payable), and in no event shall Seller's and Huelsman's aggregate liability to indemxxxx Xxxxx in respect of all Losses under said Paragraph 6.1(a)(i) exceed $4,300,000. Notwithstanding the foregoing, no Loss arising from a breach of a representation and warranty in Sections 3.8, 3.9 or the second sentence provision of Section 3.10 will 7.1 shall be subject to the $25,000 "basket" provided for above; that is, indemnification provision set forth therein and shall not be covered under this Section 10.1 nor shall any such Loss will amounts recovered under Section 7.1(d) be payable by Seller and Huelsman without dilution or effect agaxxxx xxx $25,000 "basket.". (c) Seller and Huelsman may satisfy their obligations xxxxx Xxragraph 6.1(a) of this Agreement by transferring Subject Shares to Buyer except with respect to any claim by Buyer relating applied to the failure to obtain Consents specified minimum amount of Losses set forth in Section 1.3(b)(1) the previous sentence and (ii)) any Loss incurred by Buyer or True North arising out of Seller's or Shareholder's breach of or failure to perform any covenant or obligation to be performed by Seller or Shareholder at or after the Closing Date including, which shall be paid in cash to Buyer. Such shares shall be valued at fifty percent (50%) but not limited to, payment of the Market Price Excluded Liabilities, shall not be subject to or applied against the minimum amount of Losses or the Common Stock as of cap set forth in the most recent business day preceding the date of transfer. If applicable, Seller and Buyer shall direct the Escrow Agent to transfer to Buyer such number of Subject Shares as Seller may designate in accordance with the provisions of this Paragraph 6.1(c). 6.2previous sentence.