Common use of Indemnification Provisions for Benefit of the Buyer Clause in Contracts

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In Subject to the event limitations contained in this Section 7, after Closing the Seller breaches (or in Entities hereby jointly and severally agree, to the event any third party alleges facts thatfullest extent permitted by law, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer from and against the entirety its officers and directors, shareholders and Affiliates against, and hold them harmless from, 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, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses and expenses of experts, other than punitive damages, lost profit, or consequential, special or incidental damages (a “Loss”), suffered or incurred by any Adverse Consequences the Buyer may suffer through such indemnified party and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) caused by, resulting from, or based upon or arising out of, relating to, in of the nature of, or caused by the following circumstances and events: (A) any breach (or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, representation or caused by any Liability warranty of the Company Seller Entities contained in this Agreement, (whether or not accrued or otherwise disclosedB) any breach of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, (xC) for any Income Taxes of the Company with respect attributable to taxable periods ending prior to or on the Closing Date, including liabilities of the Company under consolidated, combined or unitary income or franchise Tax Returns and liabilities related to the Tax Returns of the Seller Entities, but excluding any Tax year Taxes for which there is an adequate accrual or portion thereof ending reserve on or before the Closing Date (Balance Sheet or for any Tax year beginning before and ending Taxes attributable to transactions not in the Ordinary Course of Business occurring after the Closing Date which are effectuated or initiated by the Buyer or the Company, (D) Taxes related to the Overlap Period to the extent allocable to the portion of such period beginning before and ending on the Closing Date as set forth in Section 7(c), (E) any product sold or any services performed by the Company prior to the Closing Date, (F), any Third Party Claim relating to wages or other compensation of any current or former Employees of ABW, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date, (G) any year-end adjustment to the Most Recent Financial Statements greater than $10,000 (and only to the extent of such excess), (H) claims and counterclaims initiated against the Buyer with respect to a Shared Claim, and (yI) for the unpaid Taxes any act of fraud, intentional tort or willful misconduct by any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (Seller Entity or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (ivii) The Buyer acknowledges and agrees that neither the Seller Entities nor any of their Affiliates shall indemnify have any liability under any provision of this Agreement for any Loss to the extent that such Loss directly results from the willful misconduct, negligence or fraud of the Buyer from and against or the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)Company.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the The Seller breaches (or in the event any third party alleges facts thatshall indemnify, if true, would mean the Seller has breached) any of its representations, warranties, defend and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that hold harmless the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer and its Affiliates from and against the entirety of any and all Adverse Consequences the Buyer or any such Affiliate may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or such Affiliate may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by (a) any breach of a representation or warranty of the breach Seller contained in this Agreement or in any other Transaction Agreement (or other than the alleged breach). (iirepresentations in Sections 3(l) The and 3(m) hereof for which the Seller shall not have any indemnification obligation), (b) any breach of a covenant of the Seller contained in this Agreement or in any other Transaction Agreement or (c) any Liability of the Seller with respect to the Division or of the Division Subsidiaries of which Seller had Knowledge and which was not disclosed to the Buyer prior to the Closing (regardless of whether the Liability is an Assumed Liability); provided, however, that (x) the Seller shall not have any obligation to indemnify the Buyer and/or its Affiliates from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, or caused by the breach (or alleged breach) of type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) until the Buyer and/or its Affiliates have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $1 million aggregate deductible (after which point the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences), (y) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates from and against Adverse Consequences exceed $15 million in the nature aggregate with respect to Adverse Consequences resulting from, arising out of, relating to, or caused by breaches (or alleged breaches) of the type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) which occur within 365 days after the closing date and (z) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates from and against Adverse Consequences during the period beginning 366 days after the closing Date and ending 548 days after the Closing Date, resulting from, arising out of, relating to, or caused by breaches (or alleged breaches) of the type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) exceed the result of $12 million minus any amount actually paid pursuant to clause (y). (ii) The Seller shall indemnify, defend and hold harmless the Buyer and its Affiliates from and against any and all Adverse Consequences the Buyer or any such Affiliate may suffer through and after the date of the claim for indemnification to the extent resulting from, arising out of, relating to, or caused by: (A) any Seller Retained Liability; (B) any Liability of the Company (whether Seller or not accrued or otherwise disclosed) (x) for any Taxes of the Company Division Subsidiaries for unpaid Tax Liabilities with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date), to the extent such Tax Liabilities are not reflected on the face of the Final Closing Balance Sheet (rather than in any notes thereto and excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and to the extent that such Tax Liabilities or the payment thereof does not create a realized reduction in Tax Liabilities to the Buyer or Selected Subsidiaries; or (yC) any Liability of any of the Division Subsidiaries for the unpaid Taxes of any Person (other than including the CompanySeller and its Subsidiaries) under Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contractContract, or otherwise. (iii) The In the event that any Liability described in Section 8(b)(ii) is also described in Section 8(b)(i), the obligation of Seller shall indemnify the Buyer from be determined under Section 8(b)(ii) and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior shall not be subject to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety limitations of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d8(b)(i).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Seller breaches (or in the event any third party alleges facts thatSellers, if trueas applicable, would mean the Seller has breached) breach any of its their representations, warranties, agreements, and covenants contained herein, and(other than a breach by a Seller of his/her individual representations and warranties, if there is an applicable survival period pursuant to which are addressed in Section 8(a(8)(b)(ii) abovebelow) and provided that the particular representation, provided warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Seller Sellers pursuant to Section 10(h) below within such the applicable survival period, then the Seller shall Sellers agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)). (ii) In the event any Seller breaches any of its representations and warranties, contained in Section 3(a) herein, and provided that the particular representation, warranty, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against such Seller pursuant to Section 10(h) below within the applicable survival period, then, such Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iiiii) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Sigma6 arising under Reg.ss. 1. 1502-6 (whether or not accrued or otherwise disclosed) (x) for because Sigma6 once was a member of an Affiliated Group during any Taxes part of any consolidated return year within any part of which consolidated return year any corporation other than Sigma6 also was a member of the Company with respect Affiliated Group). The Sellers agree to any Tax year or portion thereof ending on or before indemnify the Closing Date (or for any Tax year beginning before Buyer from and ending after against the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes entirety of any Person (other than the Company) under Section 1.1502-6 transfer Taxes which may become due and owing by reason of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, transactions contemplated by contract, or otherwisethis Agreement. (iiiiv) The Seller Sellers shall indemnify the Buyer from and against the entirety of any Liabilities arising out all Tax Liability created from and the conversion by Sigma6 to the accrual basis of tax accounting from the cash basis of tax accounting to the extent such Taxes are in excess of the ownership reserve, if any, for such Tax Liability used to determine the Net Worth of the Shares or operation of the Company prior to the ClosingSigma6. (ivv) The Seller shall Sellers agree to indemnify the Buyer from and against (A) the entirety of any brokerage fees or investment banking commissions due by Sellers or Sigma6 by reason of the transactions contemplated by this Agreement and (B) any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Liability of Sigma6 (to the Company existing extent such Liability is not otherwise included or reserved for on the balance sheet of Sigma6 used to determine the Net Worth adjustment) incurred in connection with (i) any obligation of Sigma6 to Agis Global Internet Services ("Agis") in connection with any dispute between Sigma6 and Agis which has not been completely resolved prior to the Closing Date, (ii) any obligation of Sigma6 to Ameritech in connection with disputed fees in existence as of the Closing Date after adjustment pursuant Date, (iii) the nonpayment of any license fees described on Section 4(g) of the Disclosure Schedule, (iv) any portion of the receivable by Cherub (as referenced in the Disclosure Schedule) which is not collected by Sigma6, or (v) any payments made by Cortex or Buyer to the Seller named ▇▇▇▇ ▇▇▇▇▇▇▇▇ in connection with the guarantee of such Seller's automobile lease. (vi) The Sellers agree to indemnify Buyer from and against the entirety of any Adverse Consequences the Buyer or its affiliates may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability related to Harmony House Online, except those Liabilities for which Buyer would be liable in the Ordinary Course of Business and are specifically assumed by Buyer (or its affiliates) under contracts to provide E-Commerce Services to Harmony House Online. (vii) The Parties shall make appropriate adjustments for tax benefits in determining the liability of the Sellers under this Section 2(d)8.

Indemnification Provisions for Benefit of the Buyer. (i1) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and or covenants contained hereinin this Agreement, andother than those representations and warranties contained in Sections 3(e), if there is an applicable survival period pursuant to Section 8(a3(f), 3(g) aboveand 3(h), and provided that the Buyer Buyer, promptly after learning of such breach, makes a written claim for indemnification against the Seller pursuant to Section 10(h) below (specifying the breach in reasonable detail) within five (5) years after the Closing Date and the Seller fails to cure such survival periodbreach within 30 days after the Seller’s receipt of such written claim for indemnification, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii2) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Retained Liability (including any Liability of the Company (whether Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, under any transferee liability rules resulting from the failure of the Seller to pay any Taxes, or otherwise disclosedby operation of law). (3) In addition to the indemnification provided for in (x1) and (2) of this Section 5(b), the Seller agrees to indemnify the Buyer for any Taxes of Loss the Company Buyer may incur with respect to any Tax year a Past Due Lease or portion thereof ending on or before a VenCore Receivable that becomes a Defaulted Receivable, provided that the Closing Date (or for any Tax year beginning before and ending after the Closing Date aggregate of all such Losses shall not exceed an amount equal to the extent allocable to sum of (i) 15% of the portion aggregate Net Book Value of such period beginning before and ending on the Past Due Leases as of the Closing Date) , and (yii) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 35% of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out aggregate Net Book Value of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing VenCore Receivables as of the Closing Date (the “Recourse Pool”). Schedule 5 shows the amount of the Recourse Pool as of February 28, 2005, and such schedule will be updated in accordance with Section 2(c)(3)(A). In the event that a Past Due Lease or a VenCore Receivable becomes a Defaulted Receivable, the Buyer shall, within 30 days thereafter, notify the Seller and propose a plan for seeking Recovery under such Defaulted Receivable. The Seller shall then have 15 days in which to request changes to such proposed plan, after adjustment pursuant which the Buyer shall use its best efforts to implement promptly the plan as it may have been modified by the Seller, and such response by the Seller (or failure to respond) shall be the consent required by Section 2(d).2.3

Indemnification Provisions for Benefit of the Buyer. (ia) In the event If the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and warranties or covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) abovein this Agreement, provided that the Buyer makes a written claim for indemnification against the Seller within such survival periodSeller, then the Seller shall will indemnify the Buyer Parties from and against the entirety of any Adverse Consequences any of the Buyer Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Parties may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the such breach (or the alleged breach). (iib) The Seller shall will indemnify the Buyer Parties from and against the entirety of any Adverse Consequences any of the Buyer Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Parties may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Seller (whether including any Liability of the Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, or otherwise disclosedby operation of Law) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwisethat is not an Assumed Liability. (iiic) The Seller shall obligation to indemnify the Buyer following the Closing from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, of or caused by any Indebtedness the breach (or alleged breach) under this Section 7.2 will be subject to each of the Company existing as following: (i) The Buyer Parties may not assert a claim for indemnification against the Seller until the Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of an aggregate threshold equal to $10,000, after which point the Buyer Parties will be indemnified by the Seller only from and against Adverse Consequences from the first dollar of such Adverse Consequences (the "BASKET"). Notwithstanding the foregoing, the Basket will not apply to any claims for indemnification of the Closing Date after adjustment pursuant Buyer Parties related to Adverse Consequences arising from breaches of the Fundamental Representations or under Section 2(d7.2(b) of this Agreement. (ii) The Seller will have no Liability for indemnification under this Section 7 in excess of an aggregate amount equal to per share value of the Innuity Stock at the Closing, multiplied by 425,000 (the "CAP"). Notwithstanding the foregoing, the Cap will not apply to any claims for indemnification of the Buyer Parties related to Adverse Consequences arising from breaches of the Fundamental Representations or under Section 7.2(b) of this Agreement.

Indemnification Provisions for Benefit of the Buyer. (i) In the event any of the Seller Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Sellers has breached) any of its their representations, warranties, and covenants contained herein, in this Agreement and, if there is an applicable survival period pursuant to Section 8(a(S)6(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller Sellers pursuant to (S)8(h) below within such survival period, then each of the Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall Each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with (S)7(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing their Tax Returns, and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502Reg. (S)1.1502-6 of the Regulations adopted under the Code 5 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in and the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, Shareholders jointly and covenants contained herein, and, if there is an applicable survival period pursuant severally agree to Section 8(a) above, provided that defend. indemnify and hold the Buyer makes a written claim for indemnification against and its officers, directors, employees, shareholders, subsidiaries, successors and assigns (the Seller within such survival period, then the Seller shall indemnify the "Buyer Indemnified Parties") harmless from and against the entirety of any Adverse Consequences the Buyer Indemnified Parties may suffer through incur as a result of, without duplication: (A) subject to the limitations set forth in Section 8(d) and after (h) hereof, the date breach of any representation or warranty given to Buyer by the Seller or the Shareholders pursuant to this Agreement or any certificate or other document furnished to Buyer by the Seller or any one or more of the claim for indemnification Shareholders hereunder (including any Adverse Consequences provided that the Buyer may suffer after Seller and the end Shareholders are given written notice of such breach during the survival period specified in Section 8(a) above); (B) subject to the limitations in Section 8(h), the breach of any applicable survival periodcovenant or agreement of the Seller or any Shareholder as set forth in this Agreement; and (C) resulting fromsubject to the limitations in Section 8(h), arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosedSeller other than the Assumed Liabilities. For purposes of this Section 8(b) (x) any claim for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending indemnification made after the Closing Date to the extent allocable to the portion of such period beginning before and ending by a Buyer Indemnified Party on the Closing Datebasis that the Seller and/or the Shareholders violated the provisions of Section 5.1(a) by failing to perform all acts necessary to make their representations and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from warranties true and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from correct at and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant shall be recoverable only under and subject to the limitations of Section 2(d)8(b)(i)(A) above and no amount shall be recoverable under Section 8(b)(i)(B) above. Notwithstanding anything to the contrary in this Agreement, the right of any Buyer Indemnified Party to be indemnified for any Liability of the Seller which is not an Assumed Liability shall be governed solely by subparagraph (C) above and shall not be subject to any of the limitations of Section 8(d) of this Agreement.

Indemnification Provisions for Benefit of the Buyer. (i) In the event event: (x) the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and or covenants contained hereinherein (other than the covenants in Sections 2 and 6 and any other covenants to be performed after the Closing, andand the representations and warranties in Section 3(a)); (y) there is an applicable survival period pursuant to Section 8(a); and (z) the Buyer make a written claim for indemnification against the Seller pursuant to Section 11(f) within such survival period, if then the Seller agrees to indemnify the Buyer Indemnitees from and against any Adverse Consequences by reason of all Adverse Events to the extent they are the result of, arise out of or are caused proximately by the breach and suffered by such Buyer Indemnitees; provided, that, except in the case of fraud, the Seller shall not have any obligation to indemnify any Buyer Indemnitees from and against any such Adverse Consequences by reason of all Adverse Events (A) until the Buyer Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of all Adverse Events in excess of the Deductible Amount (after which point the Seller will be obligated only to indemnify the Buyer Indemnitees from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer Indemnitees, in the aggregate, have suffered by reason of all Adverse Events exceeds an aggregate ceiling amount equal to $10,000,000.00 (after which point the Seller will have no obligation to indemnify the Buyer Indemnitees from and against further such Adverse Consequences). (ii) In the event: (x) the Seller breaches any of its covenants in Sections 2 or 6 or any other covenants to be performed after the Closing, or any of its representations and warranties in Sections 3(a); (y) there is an applicable survival period pursuant to Section 8(a) above(which, provided that as to the covenants in Sections 2 and 6 and any other covenants to be performed after the Closing, or as to any of the representations and warranties in Sections 3(a)(v) shall be forever); and (z) the Buyer makes make a written claim for indemnification against the Seller pursuant to Section 11(f) within such survival period, then the Seller shall agrees to indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach (or the alleged breach). (ii) The Seller shall indemnify and suffered by the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseIndemnitees. (iii) The Seller shall will indemnify and hold harmless the Buyer from Indemnitees (including the Acquired Interest and the Starfish Companies) against joint and several Liability with the entirety of any Liabilities Seller arising out by reason of the ownership Acquired Interest or any of the Shares Starfish Companies having been a member of a “controlled group of partnerships,” under “common control” or operation a member of an “affiliated service group” with the Seller within the meaning of Sections 414(c) or (m) of the Company prior Code, or having been required to be aggregated with the ClosingSeller under Section 414(o) of the Code, or having been under “common control” with the Seller, within the meaning of Section 4001(a)(14) of ERISA. (iv) The To the extent any Buyer Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by the Seller of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall indemnify be deemed actual damages to such Buyer Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (v) Except for the rights of indemnification provided in Sections 8 and 9(e), the Buyer from and hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the entirety Seller arising from any breach by the Seller of any Adverse Consequences of its representations, warranties or covenants under this Agreement or the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)transactions contemplated hereby.

Indemnification Provisions for Benefit of the Buyer. (i) i. In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its his representations, warranties, and covenants contained hereinherein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above), and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(g) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). ii. In the event the Seller breaches (iior in the event any third party alleges facts that, if true, would mean that the Seller has breached) any of his covenants in Section 2(a) above or any of his representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(g) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). iii. The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) its Subsidiaries for the unpaid Taxes of any Person (other than any of the CompanyCompany and its Subsidiaries) under Treas. Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) iv. The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness the operation or business of the Company existing as of and its Subsidiaries on or prior to the Closing Date after adjustment pursuant to Section 2(d)Date.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its his representations, warranties, and warranties or covenants contained herein, and, if there in this Agreement or any ancillary document to which he is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival periodparty, then the Seller shall indemnify the Buyer and its officers, governors, employees, members, agents and affiliates (the “Buyer Parties”) from and against the entirety of any 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, taxes, liens, losses, expenses and fees, including court costs and reasonable attorney fees and expenses (collectively, “Adverse Consequences Consequences”) any of the Buyer Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the such breach (or the alleged breach). (iib) The Seller shall is obligated to indemnify the Buyer Parties from and against the entirety of any Adverse Consequences any of the Buyer Parties may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by any Liability liability of the Company (whether or not accrued or otherwise disclosed) (xi) for any Taxes taxes of the Company with respect to any Tax tax year or portion thereof ending on or before the Closing Effective Date (or for any Tax tax year beginning before and ending after the Closing Effective Date to the extent allocable to the portion of such period beginning before and ending on the Closing DateEffective Date as provided in Section 6.2 of this Agreement), to the extent such taxes are not reflected in the reserve for tax liability (rather than any reserve for deferred taxes established to reflect timing differences between book and tax income) shown on the face of the Company’s financial statements; and (yii) for the unpaid Taxes taxes of any Person person (other than the Company) under Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, contract or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, except breaches relating to Significant Contracts which are the subject of ss.7(b)(ii) or any person asserts a claim against, or liability or obligation of the Buyer (whether absolute, accrued, contingent or otherwise) relating to, or arising out of, the operation of the Business prior to the Closing Date or facts and circumstances existing prior to the Closing Date and relating specifically to the Business or the Seller, whether or not such liabilities, obligations or claims were known on such date, excluding any and all liabilities relating to or arising out of facts and circumstances relating to the Assumed Liabilities and Significant Contracts and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to ss.9(g) below within such the applicable survival periodperiod pursuant to ss.7(a) above, then the Seller shall agrees to indemnify the Buyer (A) once the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a Twenty-Five Thousand Dollars ($25,000) aggregate deductible (after which point the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences); provided, however, that this limitation or "basket" shall not apply to any damages or claims arising in connection with fraud or willful misconduct of Seller or the entirety of any representations and warranties with respect to title to the Acquired Assets, environmental matter and litigation as set forth in ss.3(f), ss.3(l) and ss.3(q) hereof respectively or thereafter (B) to the extent the Adverse Consequences the Buyer may suffer through and has suffered by reason of all such breaches exceeds a One Million Five Hundred Thousand Dollars ($1,500,000) aggregate ceiling (after which point the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall will have no obligation to indemnify the Buyer from and against further such Adverse Consequences), provided, however, this aggregate ceiling on liability shall not apply to any damages or claims arising in connection with the entirety fraud or willful misconduct of Seller. (ii) In the event the Seller breaches any Adverse Consequences of its representations, warranties and covenants contained in this Agreement regarding solely and exclusively the Significant Contracts only or any person asserts a claim against, or liability or obligation of the Buyer may suffer resulting from(whether absolute, arising out ofaccrued, contingent or otherwise) relating to, in or arising out of facts and circumstances existing prior to the nature ofClosing Date and relating specifically and exclusively to the Significant Contracts only, or caused by any Liability of the Company (whether or not accrued such liabilities, obligations or otherwise disclosed) (x) for claims were known on such date, excluding any Taxes and all liabilities relating to or arising out of the Company with respect facts and circumstances relating to any Tax year matters of Business or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (Seller other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign lawSignificant Contracts as specified in this ss.7(b)(ii), as and, provided that Buyer makes a transferee or successorwritten claim for indemnification against the Seller pursuant to ss.9(g) below within the applicable survival period pursuant to ss.7(a) above, then Seller agrees to indemnify the Buyer (A) once the Buyer has suffered Adverse Consequences by contract, or otherwise. reason of all such breaches in excess of a Thirty-Five Thousand Dollars (iii$35,000) The aggregate deductible (after which point the Seller shall will be obligated only to indemnify the Buyer from and against the entirety of further such Adverse Consequences); provided, however, that this limitation or "basket" shall not apply to any Liabilities damages or claims arising out of the ownership of the Shares in connection with fraud or operation of the Company prior willful misconduct by Seller or representations and warranties with respect to title to the Closing. Acquired Assets, environmental matters and litigation as set for in ss.3(f), ss.3(q) and ss.3(r) hereof respectfully or thereafter (ivB) The to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds a Three Million Dollar ($3,000,000) aggregate ceiling (after which point the Seller shall will have no obligation to indemnify the Buyer from and against the entirety of any such Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(dConsequences).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its the Sellers breaches any of their representations, warranties, and covenants contained herein, herein and, if there is an applicable survival period pursuant to Section 8(a§9(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller Sellers pursuant to §9(e) by delivering a Claim Notice below within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date then, subject to Article 10 hereof, each of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability the breach; provided, however, the Sellers’ liability for breaches of their representations and warranties in §3(a) hereof will be several as between them (and not joint or joint and several) and the liability of the Company (whether or not accrued or otherwise disclosed) (x) Principals for any Taxes breaches of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before their representations and ending after the Closing Date to the extent allocable to the portion of such period beginning before warranties in §4 hereof will be joint and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseseveral. (iiiii) The Seller shall Principals agree to indemnify the Buyer from Company and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences which the Company or the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Liability of the Company existing as (including any Liability of the Closing Date Predecessor) for any Taxes (other than taxes which are accrued for in the Most Recent Financial Statements or incurred in the Ordinary Course of the Business of the Company after adjustment pursuant the date of the Most Recent Financial Statements and are accrued for in the January 31, 2007 Balance Sheet) with respect to Section 2(d)any Tax year ending on or before January 31, 2007. (iii) The Principals agree to indemnify the Company and the Buyer from and against the entirety of any Adverse Consequences which the Company or the Buyer may suffer resulting from the Amending Agreements dated June 30, 2004, September 30, 2004 and December 31, 2004 (which amended in certain respects the Integrated Imaging Elite Reseller Purchase Agreement made between the Company and Kodak dated October 21, 2001) containing any terms, conditions or restrictions which are adverse to the Company.

Indemnification Provisions for Benefit of the Buyer. (i) In the event any of the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its their representations, warranties, and covenants contained hereinherein (other than the covenants in §2(a) above and the representations and warranties in §3(a) above), and, if there is an applicable survival period pursuant to §8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller pursuant to §10(h) below within such survival period, then each of the Seller agrees to indemnify the Buyer from and against his or its Allocable Portion of any Adverse Consequences the Buyer shall suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences the Buyer shall suffer after the end of any applicable survival period) caused by the breach; provided, however, that the Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty or covenant of the Seller contained in §4 above. (A) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $25,000 aggregate deductible (after which point the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds the aggregate value of the warrants set forth in Section 2(b) ceiling (after which point the Seller will have no obligation to indemnify the Buyer from and against further such Adverse Consequences). Such indemnification shall be realized solely by the forfeiture of the warrants. (ii) In the event any of the Seller breaches any of his or its covenants in §2(a) above or any of his or its representations and warranties in §3(a) above, and, if there is an applicable survival period pursuant to §8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to §10(h) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including but excluding any Adverse Consequences the Buyer may shall suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the --------------------------------------------------- event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, and provided that the Buyer makes a written claim for indemnification within two months of becoming aware of such claim (containing, to the extent reasonably practicable at the time of notification, a detailed description of the facts on the basis of which the claim is based and a good faith estimate of the claim (provided, however, that no delay in providing such information shall relieve the Seller from any obligation hereunder unless (and then solely to the extent) the Seller thereby is prejudiced)) against the Seller at an address determined pursuant to (S)8.03 below within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach breach; provided, -------- however, (or i) Buyer's right to indemnification with respect to breaches of the alleged breach). ------- Seller's representations and warranties, other than the Surviving Representations, shall be limited to the amount of U.S. $1,000,000 in the aggregate, and (ii) The the Seller shall not be obligated to indemnify the Buyer from and against the entirety breach of any particular representation or warranty unless the Adverse Consequences of such breach (when aggregated with the Adverse Consequences of all related breaches) exceeds U.S. $10,000 (it being agreed that Seller will then be obligated to indemnify against all Adverse Consequences, not just the excess over U.S. $10,000 and without giving effect to the inclusion in any such representation or warranty of a materiality qualification). Under no circumstances can the Seller reject or restrict or claim under this section on the ground that a loss, damage or expense was (or will be) suffered by the Company, rather than by the Buyer. The Parties agree and understand that this Agreement does not provide Buyer with the right to indemnification for breaches of representations, warranties and covenants not contained herein. Without limiting the preceding sentence, the Parties agree that the Seller is not indemnifying the Buyer may suffer resulting fromagainst (i) changes to any applicable laws, arising out of, relating to, in the nature ofrules or regulations, or caused by any Liability of (ii) damages done to the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of and/or the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, Business by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and/or its shareholders and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior other affiliates subsequent to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) Solo Parties breach any of its their representations, warranties, and covenants contained herein, and, in this Agreement and if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller Solo Parties pursuant to Section 10(g) below within such survival period, then the Seller shall Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer through by the breach; provided, however, that the Solo Parties shall not have any obligation to indemnify the Buyer from and after the date of the claim for indemnification (including against any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the alleged breach)Cap. (ii) The Seller shall Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer resulting fromin respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, arising out of, relating to, in the nature ofunder any common law doctrine of de facto merger or successor liability, or caused otherwise by any Liability operation of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iiiA) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The Seller indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from and against such portion of such liability, subject to the entirety Maximum Withdrawal Indemnification. For the avoidance of any Liabilities arising out doubt, the liability of the ownership Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Shares or operation of the Company prior to the ClosingSecurities and Exchange Commission. (ivC) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness indemnification obligation of the Company existing as Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing Date after adjustment pursuant provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 2(d)4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (ia) In Subject to the limitations set forth in Section 6.2(c) below, in the event the Seller or any Seller Subsidiary breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) abovein this Agreement, provided that the Buyer makes a written claim for indemnification against the Seller with respect to its representations and warranties within such the survival periodperiod set forth in Section 6.1, then the Seller shall agrees to indemnify the Buyer and the Buyer Subsidiaries from and against the entirety of any Adverse Consequences the Buyer may and the Buyer Subsidiaries shall suffer through and after the date of the claim for indemnification (including but excluding any Adverse Consequences the Buyer may or the Buyer Subsidiaries shall suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach (or the alleged breach). (iib) The Subject to the limitations set forth in Section 6.2(c) below, Seller shall agrees to indemnify the Buyer and the Buyer Subsidiaries from and against the entirety of any Adverse Consequences the Buyer may and the Buyer Subsidiaries shall suffer resulting fromcaused proximately by any liability of the Seller or any Seller Subsidiary which is a Retained Liability (including any liability of the Seller or any Seller Subsidiary that becomes a liability of the Buyer or any Buyer Subsidiary under any bulk transfer law of any jurisdiction, arising out of, relating to, in the nature ofunder any common law doctrine of de facto merger or successor liability, or caused otherwise by operation of law). (c) Notwithstanding anything to the contrary, (i) Seller shall not have any Liability liability under this Article VI in respect of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date individual claim (or for group of related claims) unless such claim or group of related claims exceeds $25,000, (ii) Seller shall not have any Tax year beginning before liability under this Article VI except and ending after the Closing Date only to the extent allocable to the portion aggregate of such period beginning before permitted claims exceeds a deductible amount of $1,500,000, and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller Seller's aggregate liability under this Article VI shall indemnify not exceed $150,000,000; provided, however, that the Buyer from foregoing limitations shall not apply to Seller's obligations under Section 2.2(b) and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d6.2(d).

Indemnification Provisions for Benefit of the Buyer. (ia) In the event that: (i) the Seller breaches (or in Sellers and/or the event any third party alleges facts that, if true, would mean the Seller has breached) Company breach any of its their representations, warranties, and or covenants contained hereinin this Agreement, and, if there or (ii) any Adverse Consequence is an applicable survival period pursuant to Section 8(a) above, provided that suffered by the Buyer makes or the Company as a written claim for indemnification against result of any current or pending litigation disclosed on the Seller within such survival periodschedules to the ▇▇▇▇▇▇ Agreement, or (iii) any party other than the Company breaches any representation, warranty or covenant contained in the ▇▇▇▇▇▇ Agreement or the Technology Sale Agreement, then the Seller shall Sellers agree jointly and severally to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer or its affiliates may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or its affiliates may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that (A) the Sellers shall not have any obligation to indemnify the Buyer (x) from and against any Adverse Consequences amounting to less than $5,000 arising from a single breach or (or y) until the alleged breachBuyer has suffered Adverse Consequences by reason of all such breaches in excess of $25,000 in the aggregate (after which point the Sellers will be obligated to indemnify the Buyer for all of the Adverse Consequences without regard to such threshold). , (iiB) The Seller shall the Sellers' maximum obligation to indemnify the Buyer from and against the entirety of any Adverse Consequences pursuant to this Agreement shall not exceed $7,000,000 and (C) the Sellers shall have no indemnity obligation related to any claim for indemnification that is not made by the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, Sellers in the nature of, or caused by any Indebtedness of the Company existing as writing within one year of the Closing Date after adjustment pursuant or, with respect to an indemnity claim arising from a breach of the representations and warranties in Section 2(d3.1(d), 4.3 or 4.14, within the applicable survival period described in Section 8.1. (b) Subject to the terms of the Escrow Agreement, the Holdback shall be available to Buyer and its affiliates in payment of any claim for indemnification under this Section 8.2.

Indemnification Provisions for Benefit of the Buyer. (i) i. In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement or in any agreement, instrument or certificate delivered in connection herewith, and, if there is an applicable survival period pursuant to Section 8(a8(f) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); PROVIDED, HOWEVER, that in the event such a breach results in an adjustment to the Purchase Price pursuant to Section 2(d)(ii) above, then the Seller's liability for such a breach under this Section 8(h) shall not include that portion of the Post-Closing Revenue whose loss is determined by the Buyer to be caused by such a breach, provided that the Buyer shall be entitled to be indemnified for any other Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by such a breach. (ii) . The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer and its shareholders may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability (other than the Assumed Liabilities) or the Seller's operation of the Acquired Assets prior to the Closing. iii. The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (Seller other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseAssumed Liabilities. (iii) iv. The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Liability of the Company existing as Seller for Taxes of the Seller related to the Acquired Assets prior to the Closing Date after adjustment pursuant Date. v. The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Seller in relation to the termination of any of the Seller's employees who are not employed by the Buyer. vi. The Seller shall not have any liability to the Buyer for any Adverse Consequences set forth in this Section 2(d)8(h) to the extent that such Adverse Consequences are covered by insurance of the Buyer. vii. Notwithstanding anything contained herein to the contrary, the Seller shall have no liability to the Buyer as a result of any breach of any representation, warranty or covenant, to the extent that the Buyer knew that such representation, warranty or covenant was incorrect prior to the Closing Date, except when such breach is the result of fraud or willful misconduct.

Indemnification Provisions for Benefit of the Buyer. (iI) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) Sellers breach any of its their representations, warranties, agreements, and covenants contained herein, andand provided that the particular representation, if there is an applicable survival period pursuant to Section 8(a) abovewarranty, provided agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Seller Sellers pursuant to Section 10(h) below within such the applicable survival period, then the Seller shall Sellers agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach); provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of the Sellers contained in SECTION 4 above (i) --------- until and only to the extent that the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $50,000 threshold or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers or to any breaches of the representations and warranties contained in SECTION 4(G) and SECTION 4(H) hereof. ------------ ------------ (II) In the event any Seller breaches any of its several representations, warranties, and covenants contained in SECTION 3 herein, and provided that the --------- particular representation, warranty, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against such Sellers pursuant to SECTION 10(H) ------------- below within the applicable survival period, then each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iiIII) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Legacy arising under Reg. (whether or not accrued or otherwise disclosed) S). 1. 1502-6 (x) for because Legacy once was a member of an Affiliated Group during any Taxes part of any consolidated return year within any part of which consolidated return year any corporation other than Legacy also was a member of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(dAffiliated Group).

Indemnification Provisions for Benefit of the Buyer. (a) El Paso CGP shall indemnify and hold Buyer harmless from and against any and all Adverse Consequences whatsoever arising out of or resulting from: (i) In Any breach of warranty or misrepresentation by the event Sellers or the Seller breaches nonperformance of any covenant or obligation to be performed by the Sellers to the extent that and only to the extent that (or in the event any third party alleges facts that, if true, would mean the Seller has breachedA) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a8.1; and that (B) abovethe Buyer makes a written claim for indemnification against the Sellers pursuant to Section 11.6 within such survival period; (ii) Any liability arising out of the ownership, provided conduct or operation of the Assets prior to the Closing Date (other than the Assumed Liabilities) to the extent that the Buyer makes a written claim for indemnification against the Seller Sellers pursuant to Section 11.6 within such survival period, then five years of the Seller shall indemnify Closing Date; (iii) Any claim which may be asserted against the Buyer from and against the entirety of or any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including Assets, by any Adverse Consequences of the Buyer may suffer after the end of any applicable survival period) resulting fromSellers' employees, arising out ofindependent contractors, relating to, in the nature oftheir employees, or caused agents with respect to liabilities incurred by or on the breach (Sellers' behalf prior to the Closing Date, whether covered by a collective bargaining agreement or the alleged breach).not, including labor costs, severance pay, pension benefits, employee benefits, workers' compensation, vacation and holiday benefits, sick pay, multiemployer withdrawal liability, any and all employee benefits, and any other costs associated therewith; (iiiv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Any attempt (whether or not accrued successful) by any person to cause or otherwise disclosed) (x) for require Buyer to pay or discharge any Taxes of the Company with respect to any Tax year debt, obligation or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date liability relating to the extent allocable to Sellers not associated with the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (Assets or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwisean Assumed Liability. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and pre-Closing covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that and the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(g) below within such the applicable survival periodperiod pursuant to Section 8(a) above, then the Seller shall indemnify and hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Seller which is not an Assumed Liability (whether including any Liability of the Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, under Environmental, Health, and Safety Requirements, or otherwise disclosedby operation of law) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the post-Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwisecovenant contained in this Agreement. (iii) The Seller shall indemnify In the event the Buyer proceeds to Closing without the condition to Closing specified in Section 7(a)(iii) having been satisfied, and Buyer incurs any Liability or Adverse Consequence arising from and against the entirety of any Liabilities arising out creditors of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from not having executed a Consent and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing Release Agreement as of the Closing Date after adjustment pursuant to Section 2(d).required under

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, agreements and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(aherein (other than those contained in SECTION 3(A) above), and provided that the particular representation, warranty, agreement or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Seller pursuant to SECTION 10(G) below within such the applicable survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any the applicable survival period; PROVIDED THAT the Buyer asserted its claim for indemnification prior to the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of or caused by the breach; PROVIDED, HOWEVER, that the Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of or caused by the breach of any representation or warranty of the Seller contained in SECTION 4 above (A) until the Buyer has suffered by reason of any breaches aggregate losses in excess of a $250,000 threshold (at which point the Seller will be obligated to indemnify the Buyer from and against all aggregate losses in excess of $25,000) and (B) if the Seller has already paid any claims for indemnification pursuant to this Section 8(b)(i) in excess of $5,000,000 (or the alleged breachPurchase Price, as adjusted, in the case of Sections 4(b), (h), and (u)) individually or in the aggregate (after which point the Seller shall have no obligation to indemnify the Buyer from and against further such Adverse Consequences). Notwithstanding anything herein to the contrary, it is understood and agreed that the disclosures relating to environmental matters on Schedule 4(r) are included herein for informational purposes only and shall not be deemed to qualify or otherwise alter, affect or limit the representations and warranties made by the Seller in Section 4(r) hereof (and any purported breach of the representation and warranty contained in Section 4(r) shall be tested without regard to such disclosures relating to environmental matters on Schedule 4(r) for purposes of Section 8(b)). Notwithstanding anything herein to the contrary, it is understood and agreed that Seller will not be liable to Buyer for any breach of the representations and warranties contained in Sections 4(w) and 4(x) above to the extent that an appropriate adjustment to Merc▇▇'▇ ▇▇▇ounts receivables or inventory entries to the Net Working Capital of Merc▇▇ ▇▇ Closing has been made. (ii) The In the event any Seller shall breaches any of its representations and warranties contained in SECTION 3(A) herein and provided that the Buyer makes a written claim for indemnification against such Seller pursuant to SECTION 10(G) below within the applicable survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period; PROVIDED THAT the Buyer asserted its claim for indemnification prior to the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, of or caused by the breach; PROVIDED, HOWEVER, that the Seller shall not have any Liability of obligation to indemnify the Company (whether Buyer from and against any Adverse Consequences resulting from, arising out of, relating to or not accrued or otherwise disclosed) (x) for any Taxes of caused by the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.breach (iii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Liabilities arising out brokerage fees or investment banking commissions due by the Seller or Merc▇▇ ▇▇ reason of the ownership of the Shares or operation of the Company prior to the Closingtransactions contemplated by this Agreement. (iv) Seller shall indemnify Buyer and Merc▇▇ ▇▇▇ (A) breaches of any representations and warranties in Section 4(h)(iv), (v) and (vi), (B) all liability for Taxes of the Seller and its subsidiaries, including Merc▇▇, ▇▇r all Pre-Closing Tax Periods and for the portion of all Straddle Periods that ends on the Closing Date, (C) all Section 338 Taxes other than Section 338 Delta and (D) all liability for reasonable legal and accounting fees and expenses incurred with respect to any item indemnified pursuant to clauses (A), (B) and (C) above. The indemnification obligations of the parties set forth in this subsection (iv) shall survive until the expiration of the applicable statute of limitations relating to the Taxes that are the subject of the indemnification obligation. (v) The Seller shall indemnify be liable for, and hereby agrees to indemnify, the Buyer for and all liability associated, directly or indirectly, with the stay-on bonuses. (vi) Seller shall be liable for, and hereby agrees to indemnify, subject to the dollar limitations of Section 8(b)(i), the Buyer, its successors, and successors in interest, from and against the entirety of any Adverse Consequences the Buyer Buyer, its successors, and successors in interest may suffer resulting from, arising out of, or relating to, to liability attributable to Lapo▇▇▇ ▇▇▇. or any of its affiliates in the nature of, or caused by respect to any Indebtedness contamination of the Company existing as Real Property or facility thereon with hazardous materials, the existence, storage or presence of hazardous materials in, on or under the Closing Date after adjustment pursuant to Section 2(dfacility or the buildings, structures and all other improvements on any portion of such Real Property or the emission, disposal, deposit, release or discharge of hazardous materials (whether on or off such Real Property or facility).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches Shareholders breach (or in the event that any third party alleges facts that, if true, would mean that the Seller has Shareholders have breached) any of its their representations, warrantieswarranties (or any of such representations or warranties is untrue or inaccurate), covenants and covenants agreements contained hereinherein or in any certificate, document, instrument or agreement delivered pursuant to this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes Indemnified Buyers (as hereafter defined) make a written claim for indemnification against the Seller Shareholders pursuant to Section 14(g) below within such survival periodthe applicable claim period provided in Section 10(a) above, then the Seller shall Shareholders agree to indemnify the Buyer and each of its officers, directors, employees, representatives and shareholders (the "Indemnified Buyers") from and against the entirety of any Adverse Consequences the Buyer Indemnified Buyers may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Indemnified Buyers may suffer after the end of any applicable survival claim period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) during any applicable claim period; provided, however, that the Shareholders shall not have any obligation to indemnify the Indemnified Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Shareholders contained in Section 5 above (other than those in Section 5(a)-5(c), Section 5(j), Section 5(x) and Section 5(z)): (A) until the Indemnified Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $250,000 aggregate deductible (after which point the Shareholders will be obligated only to indemnify the Indemnified Buyer from and against Adverse Consequences in excess of that amount) or thereafter (B) to the extent that the Adverse Consequences the Indemnified Buyer has suffered by reason of all such breaches exceeds a $23,250,000 aggregate ceiling (after which point the Shareholders will have no obligation to indemnify the Buyer from and against further such Adverse Consequences). (ii) The Seller shall Shareholders agree to indemnify the Buyer Indemnified Buyers from and against the entirety of any Adverse Consequences the Buyer they may suffer resulting from, arising out of, relating to, in the nature of, or caused by the activities of any Liability of entity which at any time has been owned, in whole or in part, by the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company under common control with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall Without limiting any other indemnification provided in this Section 10, the Shareholders agree to indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer Indemnified Buyers from and against the entirety of any Adverse Consequences the Buyer they may suffer resulting from, arising out of, relating to, in as a result of a taxing authority taking the nature of, position that any former or caused by any Indebtedness current subcontractor of the Company existing should have been, at any time prior to the Closing Date, treated as an employee of the Closing Date after adjustment pursuant to Company. (iv) All of the indemnification obligations of Shareholders under this Section 2(d)10 shall be joint and several.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event If the Seller or any Shareholder breaches (or in if any Person other than the event any third party Buyer alleges facts that, if true, would mean the Seller or any Shareholder has breached) any of its the representations or warranties of the Seller or any Shareholder contained herein and the Buyer gives notice thereof to the Shareholders' Agent within the Survival Period, or if the Seller or any Shareholder breaches (or if any Person other than the Buyer alleges facts that, if true, would mean the Seller or any Shareholder has breached) any covenants of the Seller or any Shareholder contained herein or any representations, warranties, warranties or covenants of the Seller or any Shareholder contained in any Other Seller Agreement and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against gives notice thereof to the Seller within such survival periodShareholders' Agent, then the Seller shall and the Shareholders agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, to or caused by any Liability of the Company (foregoing regardless of whether the Adverse Consequences are suffered during or not accrued after the Survival Period. In determining whether there has been a breach of any representation or otherwise disclosed) (x) warranty contained in Section 3.1 and in determining for any Taxes purposes of the Company with respect preceding sentence the amount of Adverse Consequences suffered by the Buyer, such representations and warranties shall not be qualified (other than by (A) the reference to any Tax year or portion thereof ending on or before "knowledge" set forth in the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion last sentence of such period beginning before and ending on the Closing DateSection 3.1(o) and (yB) for the unpaid Taxes references to "material" set forth in Section 3.1(t)) by "material," "materiality," "in all material respects," "best knowledge," "best of any Person (other than the Company) under Section 1.1502-6 knowledge" or "knowledge" or words of the Regulations adopted under the Code (or any similar provision of state, localimport, or foreign law), as a transferee by any phrase using any such terms or successor, by contract, or otherwise. (iii) words. The Seller shall and the Shareholders also agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting which result from, arising arise out of, relating relate to or are caused by (i) any Liability of the Seller or any Shareholder not included in the Assumed Liabilities (including, without limitation, those concerning Hazardous Materials or the failure of the Seller, any Shareholder or any predecessor to comply with any Environmental Obligation or other Legal Requirement), (ii) any act or omission of the Seller, any Shareholder or any predecessor with respect to, or any event or circumstance related to, the Seller's, any Shareholder's or any predecessor's ownership, occupation, use or operation of any of the Acquired Assets, the Excluded Assets or any other assets or properties or the conduct of its or their business, regardless, in the nature ofcase of clause (i) or (ii), of whether or caused by any Indebtedness not such Liability, act, omission, event or circumstance occurred or existed prior to or at the Closing Date, of the Company existing as of whether a claim with respect to such matter was asserted before or is asserted after the Closing Date after adjustment and of whether or not such Liability, act, omission or matter was known or disclosed to the Buyer, was disclosed on any Exhibit hereto or is a matter with respect to which the Seller or any Shareholder did or did not have knowledge, and (iii) any Liability resulting from any failure of the parties to comply with any applicable bulk sales or transfer Legal Requirement in connection with the transactions contemplated by this Agreement. If any dispute arises concerning whether any indemnification is owing which cannot be resolved by negotiation among the parties within 30 days of notice of claim for indemnification from the party claiming indemnification to the party against whom such claim is asserted, the dispute will be resolved by arbitration pursuant to Section 2(d)this Agreement.

Indemnification Provisions for Benefit of the Buyer. (i) In From and after the Closing, in the event that: (x) the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representationsrepresentations and warranties contained herein (other than the representations and warranties in Section 3(a)(i), warranties, (ii) and covenants contained herein, and, if there is an applicable survival period pursuant to (iv) and Section 8(a4(b)); and (y) above, provided that the a Buyer Party makes a written claim for indemnification against the Seller pursuant to Section 10(g) within such the applicable survival periodperiod as set forth in Section 6(b), then the Seller shall indemnify the Buyer Parties from and against any Adverse Consequences to the extent in excess of $10,000 per breach to the extent they are caused proximately by the breach and suffered by the Buyer Parties; provided, that the Seller shall not have any obligation to indemnify the Buyer Parties from and against any such Adverse Consequences (A) until the Buyer Parties have suffered Adverse Consequences by reason of all such breaches in excess of a $100,000 aggregate deductible (after which point the Seller will be obligated only to indemnify the Buyer Parties from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer Parties have suffered by reason of all such breaches exceeds a $1,125,000 aggregate ceiling (after which point the Seller will have no obligation to indemnify the Buyer Parties from and against further such Adverse Consequences). Blue Dolphin and Bitter Creek’s liability is several and not joint and as such, Blue Dolphin’s aggregate ceiling is $937,500 and Bitter Creek’s aggregate ceiling is $187,500. (ii) From and after the Closing, in the event the Seller breaches any of its representations and warranties in Section 3(a)(i), (ii) or (iv) or Section 4(b) or its post-Closing covenants contained herein (other than the covenants in Section 2(g)), then the Seller shall indemnify the Buyer Parties from and against the entirety of any Adverse Consequences caused proximately by the breach and suffered by the Buyer may suffer Parties through and after the date of the claim for indemnification, up to a maximum aggregate indemnification (including any Adverse Consequences amount equal to the Buyer may suffer after the end of any applicable survival period) resulting fromPurchase Price. Blue Dolphin and Bitter Creek’s liability is several and not joint and as such, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability Blue Dolphin’s aggregate indemnification amount is 5/6ths of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes indemnification amount and Bitter Creek’s aggregate indemnification amount is 1/6th of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseindemnification amount. (iii) The Seller shall indemnify Except for (A) the rights of indemnification provided in Section 6(a), this Section 6(c), Section 6(d) and in the Product Agreement, (B) the covenants in Section 6(a), which the Buyer from may specifically enforce, (C) rights with respect to any agreement entered into by the Parties after the Closing Date, and against the entirety of any Liabilities (D) claims arising out of the ownership Seller’s actual fraud or willful misconduct, the Buyer hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Shares or operation Seller regarding obligations and liabilities of the Company prior any nature whatsoever that are attributable to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting fromAssets, whether arising out of, relating to, in the nature of, before or caused by any Indebtedness of the Company existing as of after the Closing Date after adjustment pursuant to Section 2(d)Date.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller Holdings breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(ass.8(a) above, provided that the Buyer makes a written claim for indemnification against to the Seller Stockholder Representatives pursuant to ss.10(f) below within such survival period, then from and after the Seller shall indemnify Closing Date, the Buyer shall be indemnified out of the Holdback Shares from and against the entirety of any Adverse Consequences Losses (including Losses of Holdings, the Company or any Subsidiary) the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall indemnify From and after the Closing Date, if there is an applicable survival period pursuant to ss.8(a) above, provided that the Buyer makes a written claim for indemnification to the Stockholder Representatives pursuant to ss.10(f) below within such survival period, the Buyer shall be indemnified out of the Holdback Shares from and against the entirety of any Adverse Consequences Losses (including Losses of Holdings, the Company or any Subsidiary) the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) its Subsidiaries for the unpaid Taxes of any Person (other than any of the CompanyCompany and its Subsidiaries) under Section 1.1502Treas. Reg. ss.1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify If any Dissenting Stockholder properly exercises appraisal rights under the DGCL, if there is an applicable survival period pursuant to ss.8(a) above, provided that the Buyer makes a written claim for indemnification pursuant to ss.10(f) below within such survival period, the Buyer shall be indemnified out of the Holdback Shares from and against the entirety any Losses (including Losses of any Liabilities arising out of the ownership of the Shares or operation of Holdings, the Company prior to the Closing. (ivor any Subsidiary) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness such Stockholder's exercise of appraisal rights, but only to the extent such Losses are in excess of the Company existing as value of the Closing Date after adjustment Merger Consideration retained by the Buyer pursuant to Section 2(d)ss.2(d)(vi) hereof.

Indemnification Provisions for Benefit of the Buyer. (a) Subject to the other terms of this Article 9, and in addition to and not in lieu of their obligations pursuant to Section 10.2, from and after the Closing, each Seller shall, severally and not jointly, indemnify, defend and hold harmless the Buyer and any of its Affiliates (including the Company Group after the Closing) and their respective successors and assigns (the “Buyer Indemnified Parties”) from and against any and all Damages arising out of or resulting from a breach of any of the representations or warranties made by such Seller in Article 2 and in the certificate delivered at Closing pursuant to Section 6.1(h)(iii)(A) regarding the satisfaction of the Closing condition set forth in Section 6.1(a), or by Innovations Holdings or International Holdings in the Joinder. (b) Subject to the other terms of this Article 9, from and after the Closing, the Sellers shall, jointly and severally, indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Damages arising out of or resulting from: (i) In a breach of any of the event representations and warranties made by the Seller breaches (or Acquired Companies in Article 3 and in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period certificate delivered at Closing pursuant to Section 8(a6.1(h)(iii)(A) above, provided that regarding the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date satisfaction of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, Closing condition set forth in the nature of, or caused by the breach (or the alleged breachSection 6.1(a).; (ii) The Seller shall indemnify the Buyer from and against the entirety a breach of any Adverse Consequences of the Buyer may suffer resulting fromrepresentations and warranties made by the Sellers in Article 2 (including pursuant to the Joinder, arising out of, relating to, as applicable) and in the nature ofcertificate delivered at Closing pursuant to Section 6.1(h)(iii)(A) regarding the satisfaction of the Closing condition set forth in Section 6.1(a); (iii) the failure of any of the Sellers, or caused by prior to the Closing, the Acquired Companies to perform any Liability of their respective obligations under this Agreement; (iv) any Indebtedness of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes Group as of the Company with respect to any Tax year or portion thereof ending Closing Date which is not discharged in full on or before the Closing Date (and not treated as Closing Indebtedness or for any Tax year beginning before and ending after included in the Closing Date to Target Net Working Capital or the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.Finally Determined Net Working Capital Adjustment; (iiiv) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing Transaction Expenses as of the Closing Date after adjustment pursuant which are not discharged in full on or before the Closing Date and not included in the Target Net Working Capital or the Finally Determined Net Working Capital Adjustment; (vi) any claims of fraud or willful misconduct or intentional misrepresentation by any Seller (or, prior to the Closing, the Acquired Companies), whether in connection with the making of any representations and warranties or otherwise (“Fraud Claims”); (vii) any claim by any Equityholder with respect to the allocation of the Purchase Price to the Equityholders; (viii) the J▇▇▇▇ Claim (as defined on Section 2(d3.23 of the Disclosure Schedule); (ix) the Environmental Claims.

Indemnification Provisions for Benefit of the Buyer. (i) i. In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a8(f) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).. If the Escrow Fund is not sufficient to cover any such Adverse Consequences, then the Buyer shall be entitled to seek payment directly from the Seller and, if the Seller cannot or will not cover such Adverse Consequences, then the Buyer shall be entitled to seek payment directly from the Sole Shareholder and, if the Sole Shareholder cannot or will not cover such Adverse Consequences, then the Buyer shall be entitled to seek payment directly from FutureOne, Inc. (ii) . The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability (with the exception of any Assumed Liability) of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseSeller. (iii) . The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness the Seller's operation of the Company existing as of Acquired Assets before the Closing Date after adjustment pursuant to Section 2(d)Closing.

Indemnification Provisions for Benefit of the Buyer. (i) In the event any of the Seller Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Sellers has breached) any of its their representations, warranties, and covenants contained hereinherein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above), and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 11(h) below within such survival period, then each of the Sellers shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Sellers contained in Section 4(a)-(j) and 4(l)-(cc) above until the Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $295,940 aggregate threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such Adverse Consequences relating back to the first dollar). (ii) In the event any of the Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Sellers has breached) any of his or its covenants in Section 2(a) above or any of his or its representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(h) below within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iiiii) The Seller Each of the Sellers shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of any of the Company (whether or not accrued or otherwise disclosed) Targets (x) for any Taxes of any of the Company Targets with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9(h)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Targets, as applicable, in filing their Tax Returns, and (y) for the unpaid Taxes of any Person (other than any of the CompanyTargets) under Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iiiiv) The Seller Each of the Sellers shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior pursuant to the Closing. (iv) The Seller shall indemnify terms of this Section 8, but without regard to the Buyer from and against the entirety of aggregate threshold for any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by to any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(dmatter identified on Disclosure Schedule 4(u).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin the Asset Purchase Agreement, and, if there is an applicable survival period pursuant to Section 8(a5(a) above, provided that the Buyer makes a written claim for indemnification (specifying in reasonable detail the Basis for such indemnification claim) against the Seller Incomnet pursuant to Section 7(h) below within such survival period, then the Seller shall Incomnet agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences (but subject to Section 5(g)) the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall In the event Incomnet breaches (or in the event any third party alleges facts that, if true, would mean Incomnet has breached) any of its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 5(a) above, provided that the Buyer makes a written claim for indemnification (specifying in reasonable detail the Basis for such indemnification claim) against Incomnet pursuant to Section 7(h) below within such survival period, then Incomnet agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences (but subject to Section 5(g)) the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, or caused by the breach (or the alleged breach). (iii) Incomnet agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Seller which is not an Assumed Liability (whether or not accrued or otherwise disclosed) (x) for excluding any Taxes Liability of the Company with respect to Seller that becomes a Liability of the Buyer under any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes bulk transfer law of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign lawjurisdiction), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify Pursuant to Section 2(c)(iii) of the Asset Purchase Agreement, the Buyer from shall deliver to the Escrow Agent at Closing a number of Buyer Shares representing four percent (4%) of the Buyer Shares on a Fully-Diluted Basis (the "Escrowed Shares"). For purposes of this Agreement, the term "Escrow Claim" means any and all claims against the entirety Escrowed Shares, individually or in the aggregate, made by Buyer under the terms and conditions of the Escrow Agreement. Neither the assertion of nor the failure to assert an Escrow Claim will relieve Incomnet of any Adverse Consequences of its indemnification obligations under the Buyer may suffer resulting fromterms and subject to the conditions of this Agreement, arising out of, relating to, except to the extent such Escrow Claim is satisfied in the nature of, whole or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)in part thereby.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches of a breach or inaccuracy of (or in the event any third party alleges facts that, if true, would mean the Seller has have breached) any of its Seller’s representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes Buyers make a written claim for indemnification against the Seller pursuant to Section 10(h) below within such survival period, then the Seller shall Sellers will indemnify the Buyer Buyers from and against the entirety of any Adverse Consequences the Buyer Buyers may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Buyers may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall will indemnify the Buyer Buyers from and against the entirety of any Adverse Consequences the Buyer Buyers may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date ((or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9) to the portion of such period beginning before and ending on the Closing Date)) and (y) for the unpaid Taxes of any Person (other than the Company) under Section Reg. §1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall will indemnify the Buyer Buyers from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall will indemnify the Buyer Buyers from and against the entirety of any Adverse Consequences the Buyer Buyers may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)Date.

Indemnification Provisions for Benefit of the Buyer. (i) In Subject to Section 5(f) and Section 10(b) hereof, in the event any of the Seller Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Sellers has breached) any of its his or her representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller Sellers pursuant to Section 11(g) below within such survival period, then each of the Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer and OGAC may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that any such liability of the Sellers resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of the representations and warranties set forth in Section 2(a) or Section 3(a) shall be several and not joint. (ii) The Seller Each of the Sellers jointly and severally agrees to indemnify the Buyer from and against the entirety of (A) any costs and expenses incurred by OGAC to become Year 2000 Compliant and any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by becoming Year 2000 Compliant; (B) any Liability or obligation of OGAC or the Sellers to pay any fees, commissions costs, expenses, indemnity or other payments to any broker, finder or agent with respect to the transactions contemplated by this Agreement, including, without limitation, the Letter Agreements set forth on Section 3(a) and Section 4(d) of the Disclosure Schedule and any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any such Liability or obligation; and (C) any court costs and attorneys fees and expenses incurred by OGAC resulting from, arising out of, relating to, in the nature of or caused by the litigation matters set forth on Section 4(s) of the Disclosure Schedule (the "Litigation Expenses"); provided, however, that if at the time the Buyer makes a claim for indemnification for the Litigation Expenses (X) the Promissory Note is still outstanding, such indemnification shall not exceed $1,700,000, (Y) the escrow account described in Section (2)(i) above exists, such indemnification shall not exceed the balance of the escrow account at that time, (Z) the Promissory Note is not outstanding and the escrow account does not exist, the Buyer shall be entitled to no indemnification with respect to the Litigation Expenses. (iii) Each of the Sellers jointly and severally agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of or caused by (A) any Taxes that OGAC may owe or be deemed to owe for periods up to and including the Closing Date in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party or any fringe benefits or contributions, penalties or fines with respect to any 34 40 Employee Benefit Plan that OGAC may owe or be deemed to owe for periods up to and including the Closing Date; and (B) any actions of Administaff Companies, Inc., with respect to the employees of the Company (full time, part time, contract, leased or otherwise) for periods up to and including the Closing Date. (iv) Each of the Sellers jointly and severally agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability successor liability incurred by OGAC as a result of the Company (whether failure of The OGA Clearinghouse, Inc., a Texas corporation, to be qualified or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), registered as a transferee broker/dealer under federal or successorstate laws, by contract, rules or otherwiseregulations or with the SEC or the NASD. (iiiv) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out Each of the ownership of the Shares or operation of the Company prior Sellers jointly and severally agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness claim of EBCO U.S.A., Incorporated that OGAC committed copyright, trade dress or other Intellectual Property infringements or otherwise misappropriated confidential information prior to the Company existing as of Closing. (vi) Notwithstanding anything in this Agreement to the Closing Date after adjustment contrary, no Seller shall be liable pursuant to Section 2(d8(b) for any amount in the aggregate in excess of such Seller's pro rata portion of the Adjusted Purchase Price as set forth in Section 4(b) of the Disclosure Schedule (subject to a pro rata adjustment based upon the Actual Adjustment); provided, further, that no Seller shall be liable pursuant to Section 8(b)(i) for any amount unless and until the aggregate amounts of all claims for indemnification against all of the Sellers pursuant to Sections 8(b)(i) and 8(b)(ii)(C) exceed $50,000 in the aggregate (the "Basket"), in which case the Buyer shall be entitled to recover the full amount of such claims, including the amounts included in the Basket, pursuant to the terms of this Agreement (subject to the limitation set forth above in this Section 8(b)(vi)).

Indemnification Provisions for Benefit of the Buyer. (ia) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) 8.1 above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10.8 below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). Notwithstanding the foregoing, the Buyer agrees not to make any claim for indemnification hereunder until the aggregate amount of all such Adverse Consequences equals or exceeds $25,000. (iib) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by by: (i) any Liability of the Company (whether Seller, including any Liability of the Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, under Environmental, Health, and Safety Requirements, or otherwise disclosedby operation of law; (ii) (x) for any Taxes Liability of the Company Seller for unpaid Taxes with respect to any Tax year or portion thereof ending on or before the First Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the First Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller Target breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, agreements, and covenants contained herein, andand provided that the particular representation, if there is an applicable survival period pursuant to Section 8(a) abovewarranty, provided agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Seller Target pursuant to SECTION 10(h) below within such the applicable survival period, then the Seller shall Target agrees to severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The In the event the Seller shall breaches any of his covenants contained in Section 6, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach. Additionally, Buyer may pursue an action for specific performance and/or damages. Seller acknowledges that an action for damages may not be sufficient and waives any defense that an action for damages would be sufficient to compensate Buyer in the event of a breach. In addition, upon a material breach by Seller, Buyer shall be relieved of its obligations to perform and comply with any covenants to be performed after Closing. (iii) Target agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) Target for any Taxes of the Company Target with respect to any Tax year or portion thereof ending on or before the Closing Date Date, to the extent such Taxes are not reflected in the reserve for Tax Liability (or rather than any reserve for any deferred Taxes established to reflect timing differences between book and Tax year beginning before and ending after income) shown in the Most Recent Target Financial Statements, as such reserve is adjusted for the passage of time through the Closing Date to in accordance with the extent allocable to past custom and practice of the portion of such period beginning before and ending on the Closing Date) Target in filing its Tax Returns and (yb) for the unpaid Taxes of any Person (other than the CompanyTarget) under Treasury Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to to Section 8(a6(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 8(g) below within such survival period, then the Seller shall Parent agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the written claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival periodperiod that are related to such written claim) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall Parent agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Target (whether or not accrued or otherwise disclosed) (xA) for any income Taxes of any Affiliated Group filing a consolidated return that includes the Company Target with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet (rather than in any notes thereto), and (yB) any other Taxes of the Target that are or were due and payable on or prior to the Closing Date, to the extent such Taxes are not reflected in the reserve for, or as a Tax liability in the Most Recent Balance Sheet, and (C) for the due and unpaid Taxes of any Person (other than any of the CompanyTarget and its Subsidiaries) for any period ending on or before the Closing Date under Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, successor or by contract, or otherwisecontract (other than customary indemnification provisions contained in contracts entered into by the Target in the Ordinary Course of Business). (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness events or acts or omissions of the Company existing as Seller or the Target occurring before the Closing including, but not limited to, anything set forth in Section 4(j) of the Closing Date after adjustment pursuant Disclosure Schedule arising prior to Section 2(d)the Closing.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that If the Buyer makes shall make a written claim for indemnification against the Seller within such the applicable survival periodperiods in Section 8(a) above, then the Seller shall indemnify and hold Buyer harmless from and after the Buyer Closing Date from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, incurred or caused suffered by the Buyer, as a result of or arising from (i) any inaccuracy in any of the representations and warranties made herein by the Seller as of the date hereof and as of the Closing Date (as though such representations and warranties were made on the Closing Date by substituting the Closing Date for the date of this Agreement throughout Section 3 hereof, unless the context requires otherwise), (ii) or any breach of any pre-Closing covenant or pre-Closing agreement contained in this Agreement; provided, however, that the Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences under this Section 8(b) until the Buyer has suffered Adverse Consequences in excess of $100,000 (or after which point the alleged breachSeller will be obligated to indemnify the Buyer from and against Adverse Consequences in excess of such $100,000 deductible). (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the SVB Liens, or any Liability of the Company Seller which is not an Assumed Liability (whether including any Liability of the Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, under Environmental, Health, and Safety Requirements, or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closinglaw) or post-Closing covenant contained in this Agreement. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its his representations, warranties, and covenants contained hereinherein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above), and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(g) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The In the event Seller shall breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of his covenants in Section 2(a) above or any of his representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(g) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iii) Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) any CP Entity (x) for any Taxes of the Company CP Entities with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet, and (y) for the unpaid Taxes of any Person (other than the Companyany CP Entity) under Section Reg. §1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Seller’s conduct of the Company existing as business of the Closing Date CP Entities both before and after adjustment pursuant to Section 2(d)the Closing.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, representations and covenants warranties contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, and provided that the Buyer makes a written claim for indemnification against the Seller which, in the case of a breach by Seller of its representations and warranties as to which the Period of Restriction applies, is made within such survival periodthirty (30) days following expiration of the Period of Restriction, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences which the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival periodthe Period of Restriction) resulting from, arising out of, relating to, in the nature of, or caused by the breach breach; provided however, that no such individual claim shall be for less than Five Thousand and no/100 Dollars ($5,000) (the “Deductible”) and further provided that once individual claims for less than Five Thousand and no/100 Dollars ($5,000) exceed, in the aggregate, Fifty Thousand Dollars ($50,000) (the “Deductible Limit”), Buyer shall be entitled to seek indemnification for any and all amounts in excess of such Deductible Limit, whether or not any individual claim thereafter exceeds the alleged breach)Deductible, up to the total amount of the Purchase Price. (iib) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may at any time suffer resulting from, arising out of, relating to, in the nature of, or caused by (i) any Liability breach by Seller of its agreements and covenants contained herein, (ii) any and all Liabilities relating to periods prior to the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company Closing with respect to any Tax year or portion thereof ending on or before (A) the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 operation of the Regulations adopted under Business, (B) the Code Transfer Agency Assets or (or any similar provision C) the performance of stateservices that are the subject of the Sub-Contracts, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from Excluded Assets or Excluded Liabilities, and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against provision of services, or enjoyment of benefits, under any Restricted Contract, the entirety Sub-Contracts, or the use by BFDS of any Adverse Consequences the Buyer may suffer resulting fromShared Resource, arising out of, relating to, in the nature of, or caused by any Indebtedness solely as a result of the Company existing as of the Closing Date after adjustment pursuant failure to Section 2(d)obtain any required consent.

Indemnification Provisions for Benefit of the Buyer. (iA) In the event any of the Seller Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Sellers has breached) any of its their representations, warranties, and covenants contained hereinherein (other than the covenants in Section 2.1 above and the representations and warranties in Article 3 above), and, if there is an applicable survival period pursuant to Section 8(a) 9.1 above, provided that the Buyer makes a written claim for indemnification against any of the Seller Sellers pursuant to Section 12.7 below within such survival period, then each of the Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iiB) The In the event any of the Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Sellers has breached) any of his covenants in Section 2.1 above or any of his representations and warranties in Article 3 above, and, if there is an applicable survival period pursuant to Section 9.1 above, provided that the Buyer makes a written claim for indemnification against the Seller shall pursuant to Section 12.7 below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (C) Each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company MM&S (whether or not accrued or otherwise disclosed) (x1) for any Taxes of the Company MM&S with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 10.3) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of MM&S in filing its Tax Returns, and (y2) for the unpaid Taxes of any Person (other than the CompanyMM&S) under Section Reg. §1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (ia) In the event the Seller Company breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representationsrepresentations or warranties contained in Section 4 above as of the date hereof (unless such breach can be cured and is cured prior to the Closing Date), warrantiesor as of the Closing Date (unless such representation or warranty recites that it is only made as of an earlier date, in which case it shall remain true and covenants contained hereincorrect as of such earlier date), and, if there is an applicable survival period pursuant to Section 8(a8.1 above, provided that the Buyer makes a written claim for indemnification against any of the Significant Shareholders in accordance with Section 10.8 below within such survival period, then, subject to Section 6.7, the Significant Shareholders, jointly and severally, agree to indemnify the Buyer (including, after the Closing, the Surviving Corporation and each of its subsidiaries for all purposes of this Section 8) from and against any Adverse Consequences the Buyer, the Surviving Corporation or their respective subsidiaries actually suffer as a result of or arising from such breach. (b) In the event the Company or any of the Significant Shareholders breaches any of their covenants or agreements contained herein, then the Significant Shareholders, jointly and severally, agree to indemnify the Buyer, the Surviving Corporation and their respective subsidiaries from and against any Adverse Consequences the Buyer, the Surviving Corporation or their respective subsidiaries actually suffer as a result of or arising from such breach. The Significant Shareholders further agree, jointly and severally, to indemnify Buyer (including, after the Closing, the Surviving Corporation and each of its subsidiaries for all purposes of this Section 8) from and against any Adverse Consequences that Buyer, the Surviving Corporation or their respective subsidiaries actually suffer as a result or arising out of the failure of the Shareholders' Representative or the FS Management Company to effect any distributions of funds in accordance with the provisions of this Agreement. (c) In the event any of the Significant Shareholders breaches any of its representations or warranties in Section 3.1 above as of the Closing Date (unless such representation or warranty recites that it is only made as of an earlier date, in which case it shall remain true and correct as of such earlier date), and, if there is an applicable survival period pursuant to Section 8.1 above, provided that the Buyer makes a written claim for indemnification against the Seller Significant Shareholder in accordance with Section 10.8 below within such survival period, then the Seller shall such Significant Shareholder, severally and not jointly, agrees to indemnify the Buyer Buyer, the Surviving Corporation and their respective subsidiaries from and against the entirety of any Adverse Consequences the Buyer may Buyer, the Surviving Corporation or their respective subsidiaries actually suffer as a result of or arising from such breach. (d) If the Company has not completed the items set forth in subsections (a) through (e) of Section 5.14 above prior to the Closing, then the Company shall complete such items following the Closing, and after the date Significant Shareholders shall reimburse the Company for the cost incurred by the Company subsequent to the Closing to complete such items subsequent to the Closing. The Significant Shareholders shall indemnify the Buyer, the Surviving Corporation or any of the claim for indemnification (including their respective subsidiaries from and against any Adverse Consequences the Buyer may Buyer, the Surviving Corporation and their respective subsidiaries actually suffer after arising from the end foregoing items of any applicable survival periodnoncompliance or conditions, as applicable, and relating to the period of time prior to the correction of such noncompliance or condition, as applicable. (e) resulting from, arising out of, relating toNotwithstanding anything to the contrary contained in this Agreement, in the nature ofevent (i) of the presence of any conditions arising from or relating to the conditions described on Schedule 8.2(e) attached hereto (the "Potential Environmental Conditions"), the Buyer's sole and exclusive remedy shall be to make a claim under the Environmental Insurance and (ii) the Company breaches any of its representations or caused warranties in Section 4.20(a), Section 4.20(b) and/or the first two sentences of Section 4.20(c) above, and if there is an applicable survival period pursuant to Section 8.1 above, and the Buyer makes a claim for indemnification within such survival period, then Buyer's exclusive remedy with respect to the first $2,500,000 of Adverse Consequences, which would otherwise be recoverable by the breach Buyer pursuant to the provisions of this Section 8 as a result of such breach, and which is eligible for coverage under the Environmental Insurance, shall be to recover under the Environmental Insurance. If Buyer waives the condition set forth in Section 7.1(s) requiring the delivery of Environmental Insurance, then subsection (or i) above shall continue to apply and Buyer shall have no recourse under Section 8 with respect to Adverse Consequences arising from Potential Environmental Conditions; provided, however, that subsection (ii) above shall no longer apply and Buyer may, subject to the alleged breach)other provisions of this Section 8, recover for Adverse Consequences that arise from environmental conditions that do not constitute Potential Environmental Conditions without regard to the Environmental Insurance. (iif) The Seller shall indemnify Notwithstanding anything to the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating tocontrary contained in this Agreement, in the nature of, or caused by any Liability event that the Company is required to make a payment to French pursuant to the terms of Section I.6. of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of French Employment Agreement, the Shareholders' Representative shall indemnify the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion amount of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of statepayment, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of but neither the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the nor Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused make any claim under this Agreement with respect to any inability by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)deduct any such payment for income tax purposes.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) Sellers breach any of its their representations, warranties, agreements, and covenants contained herein, andand provided that the particular representation, if there is an applicable survival period pursuant to Section 8(a) abovewarranty, provided agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Seller Sellers pursuant to SECTION 10(H) below within such the applicable survival period, then the Seller shall Sellers agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; PROVIDED, HOWEVER, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of the Sellers contained in SECTION 4 above (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $35,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate losses including losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); PROVIDED, FURTHER, HOWEVER, that the limitations set forth in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers or to any breaches of the representations and warranties contained in SECTION 4(G), SECTION 4(H) and SECTION 4(N) hereof or to any breach on or prior to the date hereof of that certain agreement dated March 2, 1998 between American Electric Power Service Corporation and Infinity. (ii) In the event any Seller breaches any of its Several representations, warranties, and covenants contained herein, and provided that the particular representation, warranty, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against such Seller pursuant to SECTION 10(H) below within the applicable survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iiiii) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Infinity arising under Reg. ss. 1. 1502-6 (whether or not accrued or otherwise disclosed) (x) for because Infinity once was a member of an Affiliated Group during any Taxes part of any consolidated return year within any part of which consolidated return year any corporation other than Infinity also was a member of the Company Affiliated Group). (iv) The Sellers agree to indemnify the Buyer from and against the entirety of any sales, use, recording or other transfer Taxes which may become due and owing by reason of the transactions contemplated by this Agreement. (v) The Sellers agree to indemnify the Buyer from and against the entirety of any brokerage fees or investment banking commissions due by Sellers or Infinity by reason of the transactions contemplated by this Agreement. (vi) The Sellers shall be liable for, and hereby indemnify, the Buyer for all Taxes imposed on Infinity with respect to any Tax taxable year or portion thereof ending ended on or before the Closing Date (or for with respect to any Tax year period beginning before and ending after the Closing Date Date, for the portions of such taxable year or period ending prior to the Closing Date, including without limitation any Taxes incurred in connection with any audit by any governmental authority for any such period ending on or prior to the Closing Date; PROVIDED, HOWEVER, that such indemnity shall be made only to the extent allocable such Taxes are in excess of the reserve, if any, for such Tax Liability used to determine the Net Cash of Infinity at Closing. The Parties hereto shall, to the portion extent permitted or not prohibited by applicable law, elect with the relevant taxing authority, if required or necessary, to terminate the taxable year of such period beginning before and ending on Infinity as of the Closing Date) and (y) . In any case where applicable law does not permit Infinity to treat such date as the end of a taxable year or period, then whenever it is necessary to determine the liability for the unpaid income Taxes of any Person Infinity, for a portion of a taxable year or period, such determination shall (other than unless otherwise agree to in writing by the CompanyBuyer and the Sellers) under Section 1.1502-6 be determined by a closing of Infinity's books as of the Regulations adopted under Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the Code (deduction for depreciation, shall be apportioned based upon the number of days during such taxable year or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseperiod the Sellers and Buyer owned the stock in Infinity. (iiivii) The Seller Sellers shall indemnify the Buyer from and against the entirety of any Liabilities arising out all Taxes created from and the conversion by Infinity to the accrual basis of tax accounting from the ownership cash basis of the Shares or operation of the Company tax accounting immediately prior to the Closing. (ivviii) The Seller Sellers shall indemnify the Buyer from and against the entirety of any all Adverse Consequences as a result of any noncompliance by Infinity prior to the Buyer may suffer resulting from, arising out of, relating to, Closing with any wage or employment laws. (ix) The Parties shall make appropriate adjustments for tax benefits in determining the nature of, or caused by any Indebtedness liability of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)Sellers under this SECTION 8.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, representations or warranties contained in Sections 3 and covenants contained herein4 of this Agreement, and, if there is an applicable survival period pursuant to Section 8(a9(a) above, provided that the Buyer makes a written claim for indemnification against the any Seller pursuant to Section 13(g) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); PROVIDED, HOWEVER, that the Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Seller contained in Section 3(a)-(d) and Section 4 (a), Section 4(c)-(k) and Section 4(m) - (cc) above until the Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $100,000 aggregate threshold (at which point the Seller will be obligated to indemnify the Buyer from and against all such Adverse Consequences in excess of such threshold). (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) MAMO (x) for any Taxes of the Company MAMO with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 10(b)) to the portion of such period beginning before and ending on the Closing Date) and ), (y) for the unpaid Taxes of any Person (other than the CompanyMAMO (including Seller and its Affiliates) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign lawi), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (ia) In If the event Seller, the Seller Shareholder, the Partnership or the Partner breaches (or in if any Person other than the event any third party Buyer alleges facts that, if true, would mean the Seller Seller, the Shareholder, the Partnership or the Partner has breached) any of its the representations or warranties of the Seller, the Shareholder, the Partnership or the Partner contained herein and the Buyer gives notice thereof to the Agent within the Survival Period, or if the Seller, the Shareholder, the Partnership or the Partner breaches (or if any Person other than the Buyer alleges facts that, if true, would mean the Seller, the Shareholder, the Partnership or the Partner has breached) any covenants of the Seller, the Shareholder, the Partnership or the Partner contained herein or any representations, warrantieswarranties or covenants of the Seller, the Shareholder, the Partnership or the Partner contained in any Other Seller Agreement and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against gives notice thereof to the Seller within such survival periodAgent, then the Seller shall Seller, the Shareholder and the Partner agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, to or caused by any Liability of the Company (foregoing regardless of whether the Adverse Consequences are suffered during or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date Survival Period; provided, however, that the Partner shall be required to the extent allocable to the portion of such period beginning before indemnify and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify hold harmless the Buyer from and against only such Adverse Consequences as result from, arise out of, relate to or are caused by breaches of the entirety representations, warranties or covenants of the Partner. In determining whether there has been a breach of any Liabilities arising out representation or warranty contained in Section 3.1 and in determining for purposes of the ownership preceding sentence the amount of Adverse Consequences suffered by the Shares Buyer, such representations and warranties shall not be qualified (other than by the references to "material" set forth in Section 3.1(u)) by "material," "materiality," "in all material respects," "best knowledge," "best of knowledge" or operation "knowledge" or words of the Company prior to the Closing. (iv) similar import, or by any phrase using any such terms or words. The Seller shall and the Shareholder also agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting which result from, arising arise out of, relating relate to or are caused by the consummation of the transactions contemplated by this Agreement, whether or not such matter was known or disclosed to the Buyer, was disclosed on any Exhibit hereto or is a matter with respect to which the Seller, the Shareholder, the Partnership or the Partner did or did not have knowledge, including, without limitation, any act or omission of the Seller, the Shareholder, the Partnership or the Partner or any predecessor with respect to, in or any event or circumstance related to, the nature ofSeller's, the Shareholder's, the Partnership's or caused by the Partner's or any Indebtedness predecessor's ownership, occupation, use or operation of any of the Company existing as Acquired Assets, the Excluded Assets or any other assets or properties or the conduct of the Closing Date after adjustment pursuant to Section 2(d).its or their business, regardless of whether

Indemnification Provisions for Benefit of the Buyer. (i) In the event event: (x) of any inaccuracy, violation or breach of any of the Sellers’ representations or warranties (without giving effect to any supplement to the Schedules or any qualification as to materiality, Seller breaches Material Adverse Effect or Seller Adverse Effect or concepts of similar import, or any qualification or limitation as to monetary value) contained herein (or other than an inaccuracy in the event any third party alleges facts thatClosing Statement or a representation or warranty contained in Sections 4(b) (Authorization of Transaction), if true4(d) (Brokers), would mean the Seller has breached4(f) any of its representations(Capitalization), warranties, 4(j) (Tax) and covenants contained herein, and, if 4(t) (Employees)) (y) there is an applicable survival period pursuant to Section 8(a); and (z) above, provided that the Buyer makes Indemnitees make a written claim for indemnification against the Seller any Sellers pursuant to Section 11(k) within such survival period, then from and after Closing the Seller Sellers agree, to release, indemnify and hold harmless the Buyer Indemnitees from and against any Adverse Consequences suffered by the Buyer Indemnitees to the extent relating to or arising from such inaccuracy, violation or breach; provided that the Sellers shall not have any obligation to indemnify the Buyer Indemnitees from any such inaccuracies, violations and breaches until the Buyer Indemnitees, in the aggregate, have suffered Adverse Consequences (except for Adverse Consequences as a result of any inaccuracies, violations and breaches of Sellers’ representations and warranties in Section 4(e)(iii) to the extent relating to any Vessel) by reason of the sum of all such inaccuracies, violations and breaches in excess of an aggregate deductible amount equal to $1,000,000, at which point the Sellers shall be obligated to indemnify the Buyer Indemnitees from and against all Adverse Consequences exceeding $1,000,000; provided further that the Sellers shall not have any obligation to indemnify the Buyer Indemnitees from any inaccuracies, violations and breaches of Sellers’ representations and warranties in Section 4(e)(iii) to the extent relating to any Vessel until the Buyer Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of the sum of all such inaccuracies, violations and breaches in excess of an aggregate deductible amount equal to $1,000,000 with respect to such Vessel (such amount to be calculated on the basis of the Adverse Consequences suffered by the Buyer Indemnitees as a result of Sellers’ inaccuracy, violation or breach of Sellers’ representations and warranties with regard to such Vessel), at which point the Sellers shall be obligated to indemnify the Buyer Indemnitees from and against all Adverse Consequences exceeding $1,000,000 with respect to such Vessel. (ii) In the event of: (x) (1) any breach of the Sellers’ covenants or obligations in this Agreement, or (2) any inaccuracy, violation or breach in the Closing Statement or any representation or warranty (without giving effect to any supplement to the Schedules or any qualification as to materiality, Seller Material Adverse Effect or Seller Adverse Effect or concepts of similar import) contained in Sections 4(b) (Authorization of Transaction), 4(d) (Brokers), 4(f) (Capitalization), 4(j) (Tax) and 4(t) (Employees)), (y) there is an applicable survival period pursuant to Section 8(a); and (z) the Buyer Indemnitees make a written claim for indemnification against any Sellers pursuant to Section 11(k) within such survival period, then from and after the Closing, the Sellers agree to release and indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences suffered by the Buyer may suffer through and after Indemnitees to the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting fromextent relating to or arising from such inaccuracy, arising out of, relating to, violation or breach described in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) clause (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under this Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law8(b)(ii), as a transferee or successor, by contract, or otherwise. (iii) The Seller Except to the extent it constitutes Assumed Obligations, from and after the Closing, the Sellers shall indemnify release, indemnify, and hold harmless the Buyer Indemnitees against any and all Obligations, liabilities, expenses, costs and Adverse Consequences arising from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior relating to the ClosingRetained Obligations. (iv) The Seller To the extent any Buyer Indemnitee becomes liable to, and is ordered to and does pay to any third party that is not a Buyer Indemnitee, punitive, exemplary, special or consequential damages caused by any matter for which such Buyer Indemnitee is entitled to be indemnified under this Section 8(b), then such punitive, exemplary, special or consequential damages shall be deemed actual damages to such Buyer Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. Except to the extent specified in the immediately preceding sentence with respect third party claims, the Sellers shall not be liable to any Buyer Indemnitee for any exemplary, punitive, special or consequential damages. (v) Notwithstanding anything in Section 8(b)(i) of this Agreement to the contrary and except as set forth in Section 8(vi), in no event shall the Sellers ever be required to indemnify the Buyer from and against the entirety of Indemnitees for Adverse Consequences under Section 8(b)(i), excluding any Adverse Consequences suffered by the Buyer may suffer resulting fromIndemnitees to the extent relating to or arising from any inaccuracy, arising out ofviolation or breach of any representation or warranty contained in Section 4(e)(i), relating to(ii), (iv) and (v) (Title), in an amount exceeding, in the nature ofaggregate, $40,000,000. (vi) Notwithstanding anything in Section 8(b)(i) of this Agreement to the contrary, in no event shall the Sellers ever be required to indemnify the Buyer Indemnitees for Adverse Consequences under Section 8(b)(i) to the extent the Adverse Consequences suffered by the Buyer Indemnitees relate to or caused by arise from any Indebtedness inaccuracy, violation or breach of any representation or warranty contained in Section 4(e)(iii) (Title) in an amount exceeding, in the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)aggregate, $20,000,000.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(g) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including but excluding any Adverse Consequences the Buyer may shall suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach (or the alleged breach). (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer resulting fromcaused proximately by any liability of the Seller which is not an Assumed Liability (including any liability of the Seller that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, arising out of, relating to, in the nature ofunder any common law doctrine of de facto merger or successor liability, or caused otherwise by any Liability operation of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Liabilities arising out certain costs related to termination of the ownership of the Shares or operation of the Company prior to the ClosingFacilities, Administration and Services Agreement dated May 1, 2000 as described therein. (iv) Buyer shall have the right to offset any amounts due from seller pursuant to Section 8(b) against amounts due and owing pursuant to the Buyer Note. (v) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences arising from any action or claim brought by the Buyer may suffer resulting from, arising out of, relating to, in the nature of, Employees or caused by any Indebtedness former employees of the Company existing as Seller relating to employment or termination of the Closing Date after adjustment pursuant to Section 2(d)such employees by Seller.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller within such survival periodtherefor, then then, the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences that the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller If any third party shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company notify Fields with respect to any Tax year or portion matter (a "Third Party Claim") which may give rise to a claim for indemnification against the Seller under this ' 6, then Fields shall promptly notify the Seller thereof ending in writing, provided, however, that no delay on or before the Closing Date part of Fields in notifying the Seller shall relieve the Seller from any obligation hereunder unless (or for any Tax year beginning before and ending after the Closing Date then solely to the extent allocable to extent) the portion Seller is prejudiced. The indemnification procedure respecting a Third Party Claim hereunder shall be the same as set forth in Section 9(c) of such period beginning before and ending on that certain Stock Acquisition Agreement, dated as of September 2, 1997 (the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law"Acquisition Agreement"), by and between Fields, the Company and the Seller (therein referred to as a transferee or successor, by contract, or otherwisethe Principal Shareholder). (iii) The Seller All claims for indemnification made under this Agreement shall indemnify be subject to the Buyer from terms and against the entirety conditions of any Liabilities arising out Sections 9(d) (Determination of Adverse Consequences), (f) (Rights of Offset) and (g) (Limitation of Rights of Offset) of the ownership of Stock Acquisition Agreement, and the Shares or operation of indemnity payment for such claims shall be determined as if such claims were made under the Company prior to the ClosingStock Acquisition Agreement. (iv) The Seller shall indemnify the Buyer from foregoing indemnification provisions are in addition to, and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out not in derogation of, relating toany statutory, in the nature ofequitable, or caused by any Indebtedness common law remedy Fields may have for breach of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)representation, warranty, or covenant.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and representations or warranties contained in Section 4 herein or any of the Seller or Seller Shareholders breaches any of its covenants contained hereinin Section 6 (other than the Covenant Not to Compete as contained in Section 6(e)) and provided that the particular representation, and, if there is an applicable survival period pursuant to Section 8(a) above, provided warranty or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(h) herein within such the applicable survival period, then the Seller agrees to indemnify the Buyer from and against any Adverse Consequences (x) in excess of $100,000 in the aggregate and (y) for an amount not to exceed $1 million in the aggregate ($500,000 of which shall be deposited by the Seller into an interest bearing escrow mutually acceptable to the Buyer and Seller not to be released prior to eighteen (18) months without Buyer's consent), the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (in the event of fraud, deceit, intentional misrepresentation or active concealment by the alleged breach)Seller or Seller Shareholders. (ii) The In the event that the Seller shall breaches its Covenant Not to Compete contained in Section 6(e) herein, and provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(h) herein, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwisebreach. (iii) The In the event any of the Seller shall indemnify or Seller Shareholders breaches the representations and warranties in Section 3(a) herein and provided that the Buyer from and makes a written claim for indemnification against the entirety of any Liabilities arising out of Seller Shareholders pursuant to Section 10(h) herein, then the ownership of the Shares or operation of the Company prior Seller Shareholders agree to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness the breach to be apportioned as follows: (x) seventy-five percent (75%) shall be a Joint and Several obligation of the Company existing as Madison ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇; and (y) twenty-five percent (25%) shall be a Several obligation of the Closing Date after adjustment pursuant to Section 2(d)▇▇▇▇ ▇▇▇▇▇.

Indemnification Provisions for Benefit of the Buyer. (ia) In Subject to the limitations contained in Section10(d), in the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and representations in Section3 or any of its covenants contained hereinin Section5(f) , andSection6 and Section7, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall agrees to indemnify the Buyer and Buyer's members, officers, employees and agents (collectively, "Buyer's Indemnified Persons") from and against the entirety of any Adverse Consequences the Buyer may Buyer's Indemnified Persons shall suffer through and after the date of the claim for indemnification caused proximately by the breach, provided however, that the indemnity in this Section10(a) shall not apply at all to matters for which Buyer is indemnifying Seller as provided in this Agreement. Solely for purposes of Seller's indemnification obligations under this Section10(a), any representation or warranty of Seller in Section3 which includes the term "material adverse effect" (including or derivatives or variations of such term) and/or "taken as a whole" shall be construed as if such term instead were "effect" without any additional qualification. (b) The Seller agrees to indemnify the Buyer's Indemnified Persons from and against any Adverse Consequences the Buyer may Buyer's Indemnified Persons shall suffer after caused proximately by any liability which is an Excluded Liability and, to the end extent provided in Section15, with respect to liabilities related to the disposal or migration of any applicable survival period) resulting from, arising out of, relating to, in Hazardous Materials prior to the nature of, or caused by the breach (or the alleged breach)Closing Date. (iic) The Seller shall agrees to indemnify the Buyer Buyer's Indemnified Persons from and against the entirety of any Adverse Consequences the Buyer may Buyer's Indemnified Persons shall suffer resulting from, arising out of, relating to, caused proximately by the failure of Seller to discharge when due liabilities related to employees to the extent provided in the nature of, or caused by any Liability of the Company Section16 hereof. (whether or not accrued or otherwise disclosedd) (x) for any Taxes of the Company Except with respect to any Tax year or portion thereof ending on or before breach of Seller's representations in Section3(a) - (c) and any breach of the Closing Date (or covenants contained in Section5, Section6 and Section7, Seller's indemnification obligations to the Buyer pursuant to Section10(a) shall not exceed $2,000,000 in the aggregate. Buyer agrees that it will not seek indemnification for any Tax year beginning before and ending after the Closing Date claim under Section10(a) relating to the extent allocable breach of a representation or warranty unless the aggregate of all claims under Section10(a) will result in loss to Buyer's Indemnified Persons in excess of $250,000 in the aggregate, provided however, that once such threshold is exceeded, Seller shall indemnify Buyer's Indemnified Persons for all such claims from the first dollar of claims up to the portion of such period beginning before and ending on $2,000,000 limitation specified above. Notwithstanding anything to the Closing Datecontrary contained in this Section10(d), (x) the $2,000,000 limitation and (y) the $250,000 threshold specified herein shall not be applicable with respect to any claim for indemnification for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 breach of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out representations of the ownership Seller in Section3(d) - (n) to the extent Seller has Knowledge (and Buyer did not have Knowledge) of the Shares inaccuracy of such representation or operation warranty as of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In Except for the representations and warranties in Section 3(a), Section 4(b) and Section 4(k) above, in the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) Sellers breach any of its representations, warranties, their representations and warranties (in each case as such representations and warranties would read if all qualifications as to materiality and Knowledge were deleted therefrom) and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a7(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller Sellers pursuant to Section 10(h) below within such survival period, then each of the Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (indemnification, including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period, resulting from, arising out of, relating to, in the nature of, or caused by such breach; provided, however, that the -------- ------- Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by such breach of any representation, warranty or covenant of the Sellers contained in Section 4(a), Sections 4(c)-4(j) and Sections 4(l)-(aa) above until the Buyer has suffered Adverse Consequences by reason of all such breaches or alleged breaches in excess of $25,000, at which point the Sellers will be obligated to indemnify the Buyer from and against all such Adverse Consequences relating back to the first dollar, up to an aggregate liability equal to the Escrow Shares (the "Indemnity Maximum") (ii) In the event of any breach of the representations and warranties in Section 4(b) and Section 4(k) above or with respect to any representation and warranty which is fraudulently made, and, if there is an applicable survival period pursuant to Section 7(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(h) below within such survival period, then the Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification, including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach (breach, without giving any effect to any of the limitations set forth in Section 7(b)(i) above. Further, in the event any of the Sellers breaches any of his or her representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 7(a) above, provided that the alleged breach). (iiBuyer makes a written claim for indemnification against the Seller pursuant to Section 10(h) The below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification, including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach, without giving any Liability effect to any of the Company (whether or not accrued or otherwise disclosedlimitations set forth in Section 7(b)(i) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseabove. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) i. In the event the Seller breaches (Sellers or in the event any third party alleges facts that, if true, would mean the Seller has breached) Principals breach any of its their representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a8(f) above, provided that the Buyer makes a written claim for indemnification against the Seller Sellers or Principals within such survival period, then the Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) . The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseSellers. (iii) . The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior Sellers agree to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Liability of the Company existing as of Sellers for Taxes accruing prior to the Closing Date after adjustment of either of the Sellers related to the Acquired Assets. iv. The Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of either of the Sellers in relation to the termination of any of the Sellers' employees who are not employed by the Buyer; provided, however, that the Buyer shall remain liable to satisfy the obligations arising under the termination provisions of the employment agreements of such employees. v. The Sellers shall not have any liability to the Buyer for any Adverse Consequences set forth in this Section 8(h) to the extent that such Adverse Consequences are covered by insurance of the Buyer. vi. Notwithstanding anything contained herein to the contrary, the Sellers shall have no liability to the Buyer as a result of any breach of any representation, warranty or covenant, to the extent that the Buyer knew that such representation, warranty or covenant was incorrect prior to the Closing Date, except when such breach is the result of fraud or willful misconduct. vii. The liability of the Sellers pursuant to this Section 8(h) shall not exceed the current market value of the Buyer's Shares provided to the Seller at the Closing pursuant to Section 2(d)2 above, except where such liability is the result of fraud or willful misconduct.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches Shareholders breach (or in the event that any third party alleges facts that, if true, would mean that the Seller has Shareholders have breached) any of its their representations, warrantieswarranties (or any of such representations or warranties is untrue or inaccurate), covenants and covenants agreements contained hereinherein or in any certificate, document, instrument or agreement delivered pursuant to this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes Indemnified Buyers (as hereafter defined) make a written claim for indemnification against the Seller Shareholders pursuant to Section below within such survival periodthe applicable claim period provided in Section above, then the Seller shall Shareholders agree to indemnify the Buyer and each of its officers, directors, employees, representatives and shareholders (the "Indemnified Buyers") from and against the entirety of any Adverse Consequences the Buyer Indemnified Buyers may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Indemnified Buyers may suffer after the end of any applicable survival claim period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller ; provided, however, that the Shareholders shall not have any obligation to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any Liability representation or warranty of the Company Shareholders contained in Section , , -, , 4(p), 4(t), and above until the Buyer has suffered Adverse Consequences by reason of all such breaches (whether or not accrued or otherwise disclosedalleged breaches) (x) for any Taxes in excess of the Company with respect Indemnification Threshold (defined below). Notwithstanding anything in this Agreement to the contrary, the Buyer shall not be deemed to have suffered any Tax year or portion thereof ending Adverse Consequences as a result of Buyer's inability to take full advantage of the deferred income tax benefits relating to accrued officer bonuses reflected on or before the Closing Date Balance Sheet. (or for ii) For purposes of this Agreement, the "Indemnification Threshold" shall be equal to $250,000, less any Tax year beginning before and ending after the Closing Date amount of Taxes that Buyer is required to the extent allocable pay pursuant to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out All of the ownership indemnification obligations of the Shares or operation of the Company prior to the ClosingShareholders under this Section shall be joint and several. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event (A) the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its his representations, warranties, and covenants contained herein, and, herein and (B) if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer, PubCo or their respective affiliates, officers, agents, employees, directors and advisors (collectively “Buyer Indemnitees”) makes a written claim for indemnification against the Seller pursuant to Section 11(g) below and delivers such claim to Seller within such survival period, then then, subject to the limitations herein, the Seller shall agrees to indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences and all claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of, or based on, any such breach (collectively, “Indemnified Damages”) the Buyer Indemnitees may suffer through and suffer, whether incurred before or after the date of the claim for indemnification (including any Adverse Consequences Indemnified Damages the Buyer Indemnitees may suffer after the end of any applicable survival period) ), resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall agrees to indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences Indemnified Damages the Buyer Indemnitees may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of either of the Company (whether or not accrued or otherwise disclosed) Companies (x) for any Taxes of the Company Companies with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Companies in filing their Tax Returns and (y) for any Taxes that AMBI incurs as a result of adjustments required under Code Section 446, 448 or 481 in respect of a change of AMBI’s method of accounting from the unpaid Taxes “cash” method to the “accrual” method, whether prior to or upon Closing, determined as if the adjustment to income arising under such Code sections as a result of any Person (other such change is, to the extent attributable to periods beginning on or after the Closing Date, taken into account currently rather than over time, that the Company) under Section 1.1502-6 Tax on the income, if any, arising as a result of such adjustment is due currently rather than over time, and that the Regulations adopted under Tax thereon shall be calculated by using the Code (or any similar provision of maximum marginal federal, state, local, local and foreign corporate income Tax rates applicable the day after the Closing Date irrespective of whether Buyer or foreign law), PubCo might be in a lower tax bracket or whether losses thereof might offset the income arising as a transferee or successor, by contract, or otherwise.result of such adjustment (iii) The Seller shall agrees to indemnify the Buyer Indemnitees from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify Indemnified Damages the Buyer from and against the entirety of any Adverse Consequences the Buyer Indemnitees may suffer resulting from, arising out of, relating to, in the nature of, or caused by the failure of the Seller or the Companies to comply with Section 5(l) or 6(h) of the Agreement. (iv) The Seller agrees to indemnify the Buyer Indemnitees from and against the entirety of any Indebtedness Indemnified Damages the Buyer Indemnitees may suffer resulting from, arising out of, relating to, in the nature of, or caused by either of the Companies being required to accept returns of any of the products listed on Schedule 8.1(b)(iv) and issue credits as a result of one or more recalls of one or more of such products due to a labeling defect. For the purposes of this Section, a “recall” shall mean the removal or correction of such product that the U.S. Food and Drug Administration considers to be in violation of the laws it administers and against which the agency would initiate legal action. Recall does not include removal or correction of such product which involves a minor violation that would not be subject to legal action by the U.S. Food and Drug Administration or which involves no violation, such as normal stock rotation practices. The maximum aggregate liability of Seller for Indemnified Damages or liabilities to Buyer Indemnities under this Section 8(b)(iv) shall be $1,400,000. (v) Notwithstanding anything to the contrary in this Agreement, the Seller shall not be obligated to indemnify the Buyer Indemnitees for any claim or claims for indemnification under Section 8(b)(i) if the aggregate dollar value of such claim or claims does not exceed $50,000 (the “Basket”). If the aggregate dollar value of such claim or claims exceeds the Basket, then the Buyer Indemnitees shall be indemnified for all such claims for the full amount from the first dollar, subject to the limitations in Section 8(b)(v) below. (vi) Notwithstanding anything to the contrary in this Agreement, the maximum aggregate liability of Seller for Indemnified Damages or liabilities to Buyer Indemnities under this Agreement, arising under whatever theory of recovery, shall be $1,400,000. Notwithstanding the foregoing, the maximum amount set forth in the preceding sentence shall not apply with respect to the Excluded Matters, the matters addressed in Section 8(b)(ii), (iii) or (iv) of the Agreement or fraud, intentional misrepresentation or misconduct. Furthermore, if Buyer or PubCo is alleging a breach or inaccuracy in the representations or warranties made by the Seller in Section 4(f), and Buyer or PubCo had Knowledge of such breach or inaccuracy prior to the Closing, and such breach or inaccuracy relates to (A) the timing of revenues or expenses reflected in, (B) the propriety or necessity of certain adjustments made in or (C) other matters of presentation, in each case solely with respect to the audited Financial Statements, then such Purchaser shall not be entitled to assert such breach or inaccuracy and shall bring no action, claim or proceeding therefor; provided, nothing herein shall excuse Seller’s or either of the Companies’ provision to the independent auditing firm of inaccurate or fraudulent information. (vii) The Buyer and PubCo may and are hereby authorized at any time and from time to time to set off and apply against any sum which is due and payable to the Seller by the Buyer or PubCo under Section 8(c) any sum, liability or other obligation which may be owed to Buyer Indemnitees by the Seller under this Agreement, pending final determination of such matters. (viii) The Buyer and PubCo shall first recover any amounts due and payable by the Seller to the Buyer or PubCo under this Section 8 by adjusting downward the outstanding principal balance of the Subordinated Note up to $1,400,000 (the “Maximum Adjustment Amount”) in accordance with the terms and conditions set forth in the Subordinated Note. If the amounts due and payable exceed the Maximum Adjustment Amount under the Subordinated Note, then such amounts shall be satisfied next by Seller’s redelivery of PubCo Stock and cancellation thereof (with the value of a share of stock deemed to be equal to the higher of (A) $2.00 per share, or (B) the average closing price of the Common Stock for the five (5) trading days immediately following the public announcement of the Closing); next, following exhaustion of the PubCo Stock received by Seller, by cancellation of an amount of interest then principal of any remaining Convertible Note; next, following exhaustion of the Convertible Note, by cancellation of an amount of interest then principal of the balance of the Subordinated Note; and, last, by Seller’s payment of an amount of cash equal to the remaining amount of Seller’s indemnity obligation. The rights under this Section 8(b) shall be the sole remedy of the Buyer, PubCo, and any affiliate, officer, director, employee or shareholder of Buyer or PubCo for any claims against the Seller arising from this Agreement, or from the sale of the Company existing as Shares or any other claim arising out of the Closing Date after adjustment pursuant to Section 2(dTransactions (including, but not limited to, the Initial Merger or any other related transaction).

Indemnification Provisions for Benefit of the Buyer. Subject to the limitations set forth in Section 8(e) below: (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, material representations and covenants warranties contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival periodprior to the Expiration Date, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences Losses that result directly from such breach in an amount up to the total purchase price paid the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Losses the Buyer may suffer after the end of any applicable survival period) period resulting from, arising out of, relating to, in the nature of, or caused by the breach (or breach. Furthermore, in the alleged breach). (ii) The event Seller shall breaches any of its material covenants contained in this Agreement, and, provided that the Buyer makes a written claim for indemnification against the Seller, then Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences Losses that result directly from such breach in an amount up to the total purchase price paid the Buyer may suffer through and after the date of the claim for indemnification including any Losses the Buyer may suffer after the end of any applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach. CITI shall have the right to set off the cumulative amount (including imputed interest) of any Liability indemnity claims, in amounts accepted by Ceridian, annually against the principal and interest amounts owed to Ceridian under the Promissory Note on the first, second and third anniversaries of the Company (whether or Closing; and if that set-off sum is not accrued or otherwise disclosed) (x) sufficient to fully reimburse CITI for any Taxes of accepted indemnity claims, then the Company with respect excess shall be reimbursed by Ceridian to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseCITI. (iiiii) The Seller For purposes of this Section 8, the term "Losses" shall indemnify the Buyer from mean 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, taxes, liens, losses, expenses, and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closingfees, including court costs and reasonable attorneys' fees and expenses. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its the Sellers breaches any of their representations, warranties, agreements and covenants contained hereinherein (other than the representations and warranties in Section 3(a) above), and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 10(h) below within such survival period, then each of the Sellers and Shareholders agrees to indemnify the Buyer from and against his or its Allocable Portion of any Adverse Consequences the Buyer shall suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer shall suffer after the end of any applicable survival period) caused by the breach; provided, however, that the Sellers and Shareholders shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty of the Sellers contained in Section 4 above, to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds the "Aggregate Ceiling" as defined below (after which point the Sellers and Shareholders will have no obligation to indemnify the Buyer from and against further such Adverse Consequences). The Aggregate Ceiling initially shall be equal to the product of (i) $4,000,000 and (ii) a fraction, the numerator of which is equal to the Cash Portion of the Purchase Price (after any adjustments pursuant to Section 2(l) hereof) (the "Adjusted Cash Portion"), and the denominator of which is $38,000,000. The Aggregate Ceiling shall be finally determined after the Second Earned Payout Period and shall be equal to the 45 product of (i) $4,000,000 and (ii) a fraction, the numerator of which is equal to the sum of the Adjusted Cash Portion, plus the First Earned Payout Amount plus the Second Earned Payout Amount, and the denominator of which is $38,000,000. Nothing herein shall be deemed to extend the survival period of any representations and warranties as set forth in Section 8(a). (ii) In the event any of the Sellers breach any of his or its representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller Sellers or Shareholders pursuant to Section 10(h) below within such survival period, then each of the Seller shall Sellers and Shareholders agree to indemnify the Buyer from and against the entirety his or its Allocable Portion of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may shall suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (in an aggregate amount no greater than each Seller or Shareholder's Allocable Portion of the alleged breach)Purchase Price paid to Sellers and Shareholders after which point Sellers and Shareholders will have no obligation to indemnify the Buyer from and against such further Adverse Consequences. (iiiii) The Seller shall Each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences brokerage fees or investment banking commissions due by Sellers or the Target by reason of the transactions contemplated by this Agreement. (iv) Each of the Sellers shall be liable for, and hereby indemnifies, the Buyer may suffer resulting from, arising out of, relating to, in for his or its Allocable Portion of all Income Taxes imposed on the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company Target with respect to any Tax taxable year or portion thereof ending on or before the Closing Date (or for any Tax year period beginning before and ending after the Closing Date Date, for the portions of such taxable year or period ending prior to the Closing Date; provided, however, that such indemnity shall be made only to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Income Taxes of any Person (other than the Company) under Section 1.1502-6 are in excess of the Regulations adopted under reserve, if any, for such Tax Liability used to determine the Code (or any similar provision Net Working Capital of stateTarget, local, or foreign law), as a transferee or successor, by contract, or otherwiseand in excess of the Corporate Tax Amount. (iiiv) The Seller Sellers shall be liable for, and shall indemnify and hold Buyer and Target harmless against, their Allocable Portion of any Taxes or other costs attributable solely a failure on the part of Target to have qualified as an "S corporation" for federal income tax purposes. (vi) In the event Target is unable to collect the notes and accounts receivable described in Section 4(s) hereof, each of the Sellers and Shareholders agrees to indemnify the Buyer from and against his or its Allocable Portion of the entirety amount of such receivables that is not collected by Target, provided that Buyer makes a written claim for indemnification pursuant to Section 10(h) below within the survival period pursuant to Section 8(a) above, and provided further that in such event Buyer will cause Target upon payment or offset of any Liabilities arising out Earned Payout Amount, to execute all documents necessary to assign to the Requisite Seller (for the benefit of the ownership Sellers and Shareholders) all of Target's and/or Buyer's rights in the notes and/or accounts receivable that are not collected, and the Requisite Seller may thereupon attempt to collect such notes or accounts for the benefit of the Shares or operation of Sellers and Shareholders utilizing reasonable collection efforts. Buyer agrees to cooperate with the Company prior Requisite Seller in his attempts to the Closingcollect. (ivvii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Each of the Company existing as Sellers and Shareholders agrees to indemnify and hold Buyer harmless against his or its Allocable Portion of the Closing Date after adjustment pursuant to Section 2(d)costs incurred in connection with the cancellation of employee stock options issued under Target's Stock Option Plan and the termination of the Phantom Stock Plan.

Indemnification Provisions for Benefit of the Buyer. (i) In the event 9.2.1. If either of the Seller or Global breaches (or in the event if any third party alleges facts that, if true, would mean the Seller or Global has breached) any of its representations, warranties, and or covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that herein and the Buyer makes a written claim for indemnification against the Seller or Global within such the applicable survival period, then the Seller shall agrees to defend, indemnify and hold each of the Buyer Buyer, its Affiliates and their directors, officers and employees ("BUYER'S INDEMNIFIED GROUP") harmless from and against the entirety of any Adverse Consequences that any of the Buyer Buyer's Indemnified Group may suffer through and after the date of the claim for indemnification (including any Adverse Consequences that any of the Buyer Buyer's Indemnified Group may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The ; provided, however, that the Seller shall have no obligation to defend, indemnify the Buyer and hold harmless any of Buyer's Indemnified Group from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any Liability representation or warranty of the Company Seller contained in (whether S)4 or not accrued (S)5 above until Buyer's Indemnified Group has suffered Adverse Consequences by reason of all such breaches (or otherwise disclosedalleged breaches) in excess of a $1,750,000 aggregate threshold (x) at which point the Seller will be obligated to indemnify Buyer's Indemnified Group from and against all such Adverse Consequences for any Taxes each dollar in excess of the Company with respect $1,750,000 aggregate threshold); provided further, that the Seller shall have no obligation to defend, indemnify and hold harmless any Tax year of Buyer's Indemnified Group from and against any Adverse Consequences resulting from the breach of any representation or portion thereof ending on warranty of the Seller contained in (S)3, (S)4 or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date S)5 above to the extent allocable such Adverse Consequences are consequential damages except that this limitation shall in no way apply to the portion of such period beginning before and ending on the Closing Date(a) any out-of-pocket costs incurred by Buyer's Indemnified Group and (yb) for the unpaid Taxes representations and warranties made in Sections 3.1.1, 3.1.2, 3.1.3(A), 3.1.4, 3.1.5, 3.4.1, 3.4.2, 3.4.3(A), 3.4.4, 4.2, 4.4 and 4.6. 9.2.2. The Seller agrees to defend, indemnify and hold harmless each member of any Person Buyer's Indemnified Group as provided in (other than the Company) under Section 1.1502-6 S)5.2. 9.2.3. The Seller agrees to defend, indemnify and hold harmless each member of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer Buyer's Indemnified Group from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by or attributable to the "Retained Liabilities" or the "Retained Assets" as these terms are defined in the Asset Transfer Agreements, whether arising before, on or after Closing. 9.2.4. Notwithstanding any Indebtedness disclosure made to the Buyer, but except to the extent of a specific reserve reflected on the Final Closing Net Asset Statement, the Seller agrees to defend, indemnify and hold each member of the Company existing as Buyer's Indemnified Group harmless from and against the entirety of any Adverse Consequences that any of the Buyer's Indemnified Group may suffer resulting from, arising out of, or relating to: 9.2.4.1. Litigation or arbitration pending or claims made against the INTOOL Companies or the Business on or before the Closing Date, including (i) the litigation, arbitration and claims set forth on (S)4.18 of the Disclosure Schedule, and (ii) all claims (resulting from, arising out of, or related to an alleged VHL Injury) or claimants (who allege VHL Injuries of the type alleged by other claimants in such pending matter) that are added to, joined or consolidated after the Closing Date after adjustment pursuant to Section 2(d)with any case pending in Mississippi, Connecticut or Texas on the Closing Date in which a claim for such alleged VHL Injury is made (excluding any such consolidated claim that involves an employee from a work site and employer different from those the subject of the pending cases or involves claimant's counsel different from that involved in the pending cases, which consolidated claim shall be governed by the terms of (S)9.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period with respect to such representations and warranties of the Seller pursuant to Section 8(a) 8.01 above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall agrees to indemnify each of Holdings, the Buyer and their respective Affiliates, officers, directors, agents, and representatives (collectively the "Buyer Indemnified Parties") from and against the entirety of any Adverse Consequences the that such Buyer Indemnified Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the that such Buyer Indemnified Parties may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iib) The Seller shall not have any obligation to indemnify the Buyer Indemnified Parties from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any set of related facts comprising a breach of one or more of the representations and warranties of the Seller contained in Article II or Article IV above (other than in Section 2.06 or Section 4.11 above), unless such Buyer Indemnified Parties have suffered such Adverse Consequences in excess of a $500,000 aggregate deductible, at which point the Seller will be obligated, subject to the provisions of Section 8.02(d), to indemnify the Buyer Indemnified Parties from and against further such Adverse Consequences. (c) In addition, the Seller agrees to indemnify the Buyer Indemnified Parties from and against the first $500,000 of Adverse Consequences, plus one-half of any Adverse Consequences in excess of $1,000,000, in each case that the Buyer Indemnified Parties may suffer in the aggregate resulting from, arising out of, relating to, in the nature of, or caused by the failure of the Seller to obtain prior to the Closing Date any of the landlord (and sublandlord) consents that are required in connection with the transactions contemplated by this Agreement; provided, however, that the Buyer shall use its reasonable efforts to mitigate the amount of any Adverse Consequences that the Buyer Indemnified Parties may suffer with respect to any failure of the Seller to obtain any such consent; and provided further that the Buyer must make a written claim for any such indemnification against the Seller within a survival period of eighteen months after the Closing as described above in Section 8.02 (a) The Seller also agrees to indemnify the Buyer Indemnified Parties from and against the entirety of any Adverse Consequences the that such Buyer Indemnified Parties may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company specific matters identified on Exhibit F attached hereto; provided, that the Seller shall have the right to defend those matters identified under items 1 and 3 of Exhibit F without regard to the provisions of clauses (whether or not accrued or otherwise disclosedi), (ii), and (iii) of Section 8.04(b). (xd) for any Taxes There will be a $20,000,000 aggregate ceiling on the obligation of the Company Seller to indemnify the Buyer Indemnified Parties against Adverse Consequences pursuant to this Section 8.02; provided, however, that this $20,000,000 ceiling will not apply with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion provisions of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseArticle IX below. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches Subject to (or section)7(d), in the event any third party alleges facts that, if true, would mean that either the Seller has breached) or the Stockholder breaches any of its respective representations, warranties, and warranties or covenants contained hereinin this Agreement or in any certificate, document, writing or instrument delivered by the Seller or the Stockholder pursuant to this Agreement, and, if there is an applicable survival period pursuant to Section 8(a(section)7(a) above, provided that the Buyer makes a written claim for indemnification against the Seller and the Stockholder pursuant to (section)8(g) below within such survival periodperiod (which written claim shall identify the basis for indemnification and any relevant facts forming the basis for such claim in reasonable detail), then each of the Seller shall indemnify and the Stockholder agrees to indemnify, jointly and severally, the Buyer and any Affiliate thereof from and against the entirety of any Adverse Consequences Damages the Buyer or such Affiliate may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Damages the Buyer or such Affiliate may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, of or caused by the breach; provided, however, that the sole remedy for breach of the representation and warranty in (or section)3(t) of this Agreement shall be the alleged breach)reimbursement of warranty expense in excess of $61,000 pursuant to (section)7(h) of this Agreement. (ii) The In addition to the indemnification provided in (section)7(b)(i), each of the Seller shall indemnify and the Stockholder agrees to indemnify, jointly and severally, the Buyer and any Affiliate thereof from and against the entirety of any Adverse Consequences Damages the Buyer or any Affiliate thereof may suffer resulting from, arising out of, relating to, in the nature of, or caused by: (A) Seller's failure to discharge any Excluded Liability, including any Environmental Liability and any claim asserted by a third party against the Buyer or Transpro or any Affiliate thereof that the Seller or Stockholder failed to discharge any Excluded Liability; or (B) any Liability of Seller which is not an Assumed Liability and which is imposed upon the Company (whether Buyer or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to Affiliate thereof under any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes bulk transfer law of any Person (other than the Company) jurisdiction or under Section 1.1502-6 any common law doctrine of the Regulations adopted under the Code (de facto merger or any similar provision of state, local, or foreign law), successor liability so long as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising such Liability arises out of the ownership of the Shares ownership, use or operation of the Company assets of the Seller, or the operation or conduct of the Business prior to the Closing.; or (ivC) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature ofbrokerage or finders' fees or commissions or similar payments based upon any agreement or understanding made, or caused alleged to have been made, by any Indebtedness Person with the Seller, the Stockholder or any Person acting on behalf of either of the Company existing as foregoing in connection with any of the Closing Date after adjustment pursuant to Section 2(d)transactions contemplated by this Agreement.

Indemnification Provisions for Benefit of the Buyer. (i) In Subject to the event limitations contained in this Section 8, after Closing, the Seller breaches Entities hereby jointly and severally agree to indemnify the Buyer and each Company and their respective officers and directors, shareholders and Affiliates against, and hold them harmless from, any loss, liability, claim, damage or expense (including court costs, expert witness fees, costs of investigation, and reasonable legal fees and expenses) other than consequential damages (a “Loss”) suffered or in the event incurred by any third such indemnified party alleges facts thatcaused by, if true, would mean resulting from or arising out of (A) any breach of any representation or warranty of the Seller has breachedEntities contained in this Agreement, (B) any breach or threatened breach of any covenant or other agreement or obligation of the Seller Entities contained in this Agreement which by its representationsterms requires performance after the Closing Date, warrantiesprovided, that any Loss relating to a threatened breach of a covenant is limited to direct costs (including reasonable legal fees and covenants contained hereinexpenses) associated with seeking injunctive relief in anticipation of such threatened breach, and(C) any Taxes of any Company attributable to taxable periods ending prior to or on the Closing Date, if including liabilities of such Company under consolidated, combined or unitary income or franchise Tax Returns and liabilities related to the Tax Returns of the Seller Entities, but excluding any Taxes for which there is an applicable survival adequate accrual or reserve on the Closing Date Balance Sheet or any Taxes attributable to transactions not in the Ordinary Course of Business occurring wholly after the Closing which are effectuated or initiated by the Buyer or the Company, (D) Taxes related to the Overlap Period to the extent allocable to the period pursuant ending on the Closing Date as set forth in Section 9(c), (E) any product sold or any services performed by any Company prior to the Closing Date, (F), any Third Party Claim relating to wages or other compensation of any current or former Employees of any Company, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date or as a result of the Closing, (G) any act of fraud, intentional tort or willful misconduct by any Seller Entity or any Company prior to the Closing, (H) failure to collect any accounts receivable of Company on or before the date that is the later of (y) ninety (90) days after the Closing and (z) one hundred and twenty (120) days after the invoice date; (I) withdrawal of any of the Companies from one or more Union Benefit Plans that are multiemployer pension plans after the Closing Date which withdrawal results in a final assessment of withdrawal liability by any such plans; (J) those items relating to the Singer Substation job, Bridgeport, Connecticut described in Section 8(a8(b)(i)(J) aboveof the Disclosure Schedule so that McPhee Electric earns and is paid not less than its costs incurred on the job plus an amount equal to 20% of such costs, provided that Buyer will work in good faith to collect such amount from the general contractor on such project before making a claim under this clause (J) and the Seller Entities will cooperate with Buyer in those collection efforts; (K) liquidated damage provisions in any job completed as of Closing or any job in process as of Closing except to the extent any payment obligation thereunder is related to or result from events that arise solely and exclusively subsequent to Closing and which are attributable solely and exclusively to the negligent actions or omissions of the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer from or its agents; (L) earn-out and against the entirety similar claims of any Adverse Consequences prior owner of ▇▇ ▇▇▇▇▇▇▇▇ and any prior owner of JBL Electric; and (M) resulting from the Buyer may suffer through operation of the business or the ownership of the assets and after rights of any Company prior to the Closing (except to the extent any liability is accrued on the Most Recent Financial Statements of such Company and except for liabilities incurred in the ordinary course of business by the Subsidiaries since the date of the claim for indemnification (including any Adverse Consequences Most Recent Financial Statements and accrued on the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breachClosing Date Balance Sheet). (ii) The Seller shall indemnify the Buyer from foregoing indemnity applies notwithstanding any knowledge limitation contained in any representation or warranty set forth herein and against the entirety irrespective of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, materiality standards in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before representations and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwisewarranties. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event any of the Seller Companies or the Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Companies or the Sellers has breached) any of his/her or its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a8(f) above, provided that the Buyer makes a written claim for indemnification against the Seller Companies or the Sellers within such survival period, then the Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall Each of the Companies and each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Companies which is not reflected on the Most Recent Financial Statements (whether or not accrued including any Liability of the Companies that becomes a Liability of the Buyer under any Environmental, Health, and Safety Requirements, for unpaid Taxes, or otherwise disclosed) (x) for any Taxes by operation of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall Each of the Companies and each of the Sellers agrees to indemnify the Buyer from and against any Adverse Consequences the entirety of any Liabilities Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any of the ownership of the Shares or operation of the Company prior to the ClosingContingent Liabilities. (iv) The Seller shall Each of the Companies and each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by (a) any Indebtedness Liability of the Company existing Companies for Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date, to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Financial Statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date after adjustment pursuant to Section 2(din accordance with the past custom and practice of the Companies in filing their Tax Returns and (b) for the unpaid Taxes of any Person (other than the Sellers) under Reg. ss.1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches of: (or in the event any third party alleges facts that, if true, would mean the Seller has breachedx) any of its representationsinaccuracy, warranties, violation or breach in any representation or warranty contained in Article 4 and covenants contained herein, and, if there is an applicable survival period pursuant referred to in Section 8(a8(a)(ii) above, provided that or (iii) and (y) the Buyer makes Indemnitees make a written claim for indemnification against the Seller pursuant to Section 11(g) within such the applicable survival periodperiod pursuant to Section 8(a), then from and after Closing, the Seller agrees to indemnify and hold harmless the Buyer Indemnitees from and against any Adverse Consequences suffered by the Buyer Indemnitees to the extent arising from such inaccuracy, violation or breach; provided that the Seller shall not have any obligation to indemnify the Buyer Indemnitees from any such individual inaccuracy, violation or breach until the Buyer Indemnitees have suffered Adverse Consequences in excess of $100,000 (the “Claim Threshold”), at which time the Buyer Indemnitees shall be entitled to receive the entire amount of such Adverse Consequences in respect of such indemnification claim (including the portion not in excess of the Claim Threshold) (such indemnification claim, a “Qualifying Buyer Indemnity Claim”), subject to the remaining provisions of this Article 8; provided, further, that the Seller shall not have any obligation to indemnify the Buyer Indemnitees from any Qualifying Buyer Indemnity Claim until the Buyer Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of the sum of all such Qualifying Buyer Indemnity Claims in excess of an aggregate deductible amount equal to $450,000 (the “Deductible”), at which point the Seller shall be obligated to indemnify the Buyer Indemnitees from and against the entirety of any all Adverse Consequences in respect of all Qualifying Buyer Indemnity Claims exceeding the Buyer may suffer through and after Deductible, subject to the date other provisions of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach)this Article 8. (ii) The Seller shall indemnify In the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out event of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) : (x) for any Taxes breach of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) Seller’s covenants in this Agreement, and (y) the Buyer Indemnitees make a written claim for indemnification against the unpaid Taxes of any Person (other than Seller pursuant to Section 11(g) within the Company) under applicable survival period pursuant to Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law8(a), as a transferee then from and after the Closing, the Seller agrees to indemnify the Buyer Indemnitees from and against any Adverse Consequences suffered by the Buyer Indemnitees to the extent relating to or successorarising from such inaccuracy, by contractviolation or breach, or otherwisesubject to the other provisions of this Article 8. (iii) The Seller shall indemnify In determining the Buyer from and against the entirety of any Liabilities arising out scope of the ownership Seller’s indemnification obligations under this Section 8(b), any qualification as to Company Material Adverse Effect shall be disregarded and the entire amount of the Shares or operation Adverse Consequences suffered by the applicable Buyer Indemnitees shall be included in the calculation of the amount of Adverse Consequences to which such Buyer Indemnitees shall be entitled to indemnification; provided, however, that such qualifications as to Company prior to Material Adverse Effect shall apply for purposes of determining whether there has been a breach in the Closingfirst place. (iv) The From and after the Closing, the Seller shall release the Buyer Indemnitees (or, to the extent any such Obligations may be owed to any Affiliates of the Seller, shall cause such Affiliates of the Seller to release the Buyer Indemnities) and the Seller shall indemnify and hold harmless the Buyer Indemnitees against any and all Obligations, liabilities, expenses, costs and Adverse Consequences arising from or relating to the Specified Obligations. (v) To the extent any Buyer Indemnitee becomes liable to, and is ordered to and does pay to any third party that is not a Buyer Indemnitee, punitive, exemplary, treble, special or consequential damages caused by any matter for which such Buyer Indemnitee is entitled to be indemnified under this Section 8(b), then such punitive, exemplary, treble, special, indirect, incidental or consequential damages shall be deemed actual damages to such Buyer Indemnitee and included within the definition of Adverse Consequences for purposes of this Article 8. Except to the extent specified in the immediately preceding sentence with respect to Third Party Claims, the Seller shall not be liable to any Buyer Indemnitee for any punitive, exemplary, treble, special, indirect, incidental or consequential damages (including any loss of earnings or profits). (vi) Notwithstanding anything in this Agreement to the contrary, in no event shall the Seller ever be required to indemnify the Buyer Indemnitees for Adverse Consequences under: (i) Section 8(b)(i) in an amount exceeding, in the aggregate, $2.25 million; (ii) Section 8(b)(iv) with respect to Discontinued Operations in an amount exceeding, in the aggregate, $25.0 million; or (iii) any and all provisions of this Agreement other than Section 8(b)(iv) in an amount exceeding, in the aggregate, the Purchase Price. (vii) No claim for indemnification may be asserted or commenced against the entirety Seller pursuant to this Section 8(b) unless written notice of such claim is received by the Seller describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 8(a). (viii) No claim for a breach of representation or warranty under Section 8(b)(i) may be asserted or commenced by any Adverse Consequences Buyer Indemnitee against the Buyer may suffer resulting from, Seller to the extent arising out of, resulting from or relating to, in to any breach of any representation or warranty of which the nature of, Buyer had Knowledge on or caused by any Indebtedness of the Company existing as of prior to the Closing Date after adjustment unless the Buyer was otherwise obligated to Close pursuant to Section 2(d)the terms of this Agreement.

Indemnification Provisions for Benefit of the Buyer. Each of the Sellers, severally shall indemnify the Buyer, the Target and its Subsidiaries, their Affiliates, and the officers, directors, employees (except in their capacity as Sellers), agents successors and permitted assigns of each of them (collectively the "Seller Indemnified Parties") from and against the entirety of any Adverse Consequences they may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) subject to, and in accordance with, the following: (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its the Sellers breaches any of their representations, warranties, and covenants contained hereinherein (other than the representations, warranties and covenants in Sections 2(a), 3(a), 4(m), 4(u), 4(v) and 4(aa) above) or any certificate, document or agreement delivered or entered into at the Closing or in connection with any registration or exemption contemplated hereunder, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 11(h) below within such survival period, then each of the Sellers agrees to severally indemnify the Seller Indemnified Parties, from and against its Proportional Share of any Adverse Consequences they may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller Indemnified Parties may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach provided that such indemnification shall not exceed a cumulative total of US$2,000,000 (the "General Cap") in respect of all Sellers; provided further, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation, warranty or covenant of the Sellers contained in this Agreement above until the Seller Indemnified Parties have collectively suffered Adverse Consequences by reason of all such breaches in excess of a US$100,000 aggregate threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such Adverse Consequences relating back to the first dollar). (ii) In the event: (A) any of the Sellers breaches any of their representations, warranties, and covenants contained in Sections 4(m), 4(u), 4(v) and 4(aa) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 11(h) below within such survival period; or (B) Adverse Consequences are suffered by any of the Seller Indemnified Parties in connection with the Tools Business Shut-Down, then each of the Sellers agrees to severally indemnify the Seller Indemnified Parties, from and against its Proportional Share of any Adverse Consequences they may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller Indemnified Parties may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach or the Tools Business Shut-Down provided that such indemnification shall not exceed a cumulative total of the General Cap plus an additional US$4,000,000 (the "IP Cap") for a total amount of US$6,000,000 (the "Total Cap"); provided further, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation, warranty or covenant of the Sellers contained in this Agreement above until the Seller Indemnified Parties have collectively suffered Adverse Consequences by reason of the events in sub-subparagraphs 8(b) (ii) (A) and/or (B) above in excess of an aggregate threshold of US$200,000 plus any net cash proceeds received by the Target upon the closing of a sale to a purchaser of the Tools Business prior to July 31, 2000 and specifically including cash royalty payments forming part of the purchase price for the Tools Business received from such purchaser by the Target during the period for which the Sellers are obligated to indemnify the Purchaser under this Section 8(b)(ii) (at which point the Sellers will be obligated to indemnify the Buyer from and against all such Adverse Consequences relating back to the first dollar). For greater certainty, the total amount of all indemnity payments to be made pursuant to Sections 8(b) (i) and (ii) hereunder shall at no time exceed the Total Cap. However, any indemnity claims made by the Buyer pursuant to subparagraph 8(b) (ii) above shall not reduce the total amount of the indemnity available for payment under the General Cap until a total of US$4,000,000 has been claimed against the Total Cap. In addition, the first US$2,000,000 in aggregate of indemnity claims made by the Buyer pursuant to either or both of subparagraphs 8(b)(i) and 8(b)(ii) shall be satisfied by claiming against the Escrowed Shares pursuant to the Escrow Agreement. (iii) In the event any of the Sellers breaches any of his or its covenants in Section 2(a) above or any of his or its representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Seller Indemnified Parties makes a written claim for indemnification against the Seller pursuant to Section 11(h) below within such survival period, then the Seller shall agrees to indemnify the Buyer Seller Indemnified Parties from and against the entirety of any Adverse Consequences the Buyer Seller Indemnified Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The ; provided that such indemnification shall not exceed a cumulative total amount for each Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability equal to such Seller's Proportional Share of the Company (whether or not accrued or otherwise disclosed) (x) for Purchase Price less any Taxes of the Company with respect amounts paid by such Seller to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date Seller Indemnified Parties pursuant to the extent allocable to the portion of such period beginning before and ending on the Closing DateSection 8(b)(i) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(dii).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) 1. If any of its the Sellers breaches any of the Sellers' representations, warranties, and covenants contained hereinin this Agreement, and, and if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller Principal Sellers as provided in this Agreement within such survival periodthe relevant Survival Period, then the Seller shall Principal Sellers agree, jointly and severally, to indemnify the Buyer from and against the entirety of any Adverse Consequences Damages the Buyer may suffer through and suffer, whether those Damages occurred during or after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) Survival Period, resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) 2. The Seller shall Principal Sellers, jointly and severally, hereby indemnify and hold harmless the Buyers and SDL from any and all Liability for Taxes imposed or assessed on the Buyer or on SDL after the Closing Date, resulting from and against the entirety operation of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or SDL before the Closing Date (that have not been paid or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing accrued as of the Closing Date after adjustment pursuant Date, or from Taxes imposed or assessed on SDL as a result of the Transactions, without regard to the limits set forth in the following paragraph and for the period of the applicable statute of limitation. 3. Notwithstanding anything in Section 2(dVIII.B.1 to the contrary, and subject to the provisions of Section VIII.B.2 and the following sentence, the Buyer will not be entitled to any indemnification under Section VIII.B.1 if the aggregate amount of all claims thereunder is less than $100,000; provided, however, that if the aggregate amount of all claims equals or exceeds $100,000, then the Buyer will be entitled to full indemnification of all claims under Section VIII.B.1 to the extent they are, in the aggregate, $100,000 or more. Notwithstanding the foregoing, if any claim arises with respect to the representations and warranties set forth in Section IV.C.2 (Capitalization), the Buyer will be entitled to full indemnification under Section VIII.B.1 with respect to that claim, regardless of the amount of that or any other claim, singly or in the aggregate. The Parties do not intend that this exception amount shall be deemed to be a definition or limitation of what is "material" for any purpose under this Agreement.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a8(f) above, provided that the Buyer makes a written claim for indemnification against any of the Seller Principal Stockholders within such survival period, then each of the Seller shall Principal Stockholders agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The In the event any of the Seller shall Principal Stockholders breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Principal Stockholders has breached) any of his/her or its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 8(f) above, provided that the Buyer makes a written claim for indemnification against the Seller Principal Stockholders within such survival period, then the Seller Principal Stockholders agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iii) Each of the Seller Principal Stockholders agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Seller which is not reflected on the Most Recent Financial Statements (whether or not accrued including any Liability of the Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any Environmental, Health, and Safety Requirements, for unpaid Taxes, or otherwise disclosed) (x) for any Taxes by operation of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. ; (iv) The Each of the Seller shall Principal Stockholders agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Liability of the Company existing Seller for Taxes of the Seller with respect to any Tax year or portion thereof ending on or before the Closing Date, to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Financial Statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date after adjustment pursuant to in accordance with the past custom and practice of the Seller in filing its Tax Returns and (b) for the unpaid Taxes of any Person (other than the Seller) under Reg. Section 2(d1. 1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

Indemnification Provisions for Benefit of the Buyer. (i) In the event event: (x) the Sellers breach any of their representations or warranties (without giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value) contained herein (other than a representation or warranty contained in Section 4(c)(iii)); (y) there is an applicable survival period pursuant to Section 8(a); and (z) the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 11(g) within such survival period, then the 24 Sellers agree to indemnify the Buyer Indemnitees from and against any Adverse Consequences to the extent they are caused proximately by the breach and suffered by such the Buyer Indemnitees; provided, that the Sellers shall not have any obligation to indemnify the Buyer Indemnitees from and against any such Adverse Consequences (A) until the Buyer Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of all such breaches in excess of an aggregate deductible amount equal to 1% of the Purchase Price (after which point the Sellers shall be obligated only to indemnify the Buyer Indemnitees from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer Indemnitees, in the aggregate, have suffered by reason of all such breaches exceeds an aggregate ceiling amount equal to 50% of the Purchase Price (after which point the Seller breaches shall have no obligation to indemnify the Buyer Indemnitees from and against further such Adverse Consequences). (or in ii) In the event any third party alleges facts that, if true, would mean event: (x) the Seller has breached) Sellers breach any of its representationstheir covenants or obligations in Sections 2 or 6 or any other covenants or obligations in this Agreement or any representation or warranty contained in Section 4(c)(iii) (in each case above without giving effect to any supplement to the Schedules, warrantiesany qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value); (y) there is an applicable survival period pursuant to Section 8(a); and covenants contained herein(z) the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 11(g) within such survival period, andthen the Sellers agree to indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences caused proximately by such breach and suffered by the Buyer Indemnitees. (iii) The Sellers shall indemnify and hold harmless the Buyer Indemnitees against any and all Adverse Consequences resulting by reason of (a) joint and several liability with the Sellers arising by reason of having been required to be aggregated with the Sellers under Section 414(o) of the Code, if or having been under "common control" with the Sellers, within the meaning of Section 4001(a)(14) of ERISA. (iv) In the event: (x) there is an applicable survival period pursuant to Section 8(a) above, provided that and (y) the Buyer makes a written claim for indemnification against the Seller Sellers pursuant to Section 11(g) within such survival period, then the Seller shall Sellers agree to indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences caused proximately by, and suffered by the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating Indemnitees with respect to, any environmental condition, claim or loss with respect to the Acquired Companies arising as a result of events occurring on or prior to the Closing Date, including without limitation, the matters disclosed in the nature of, or caused by the breach (or the alleged breachSchedule 4(i). (iiv) The To the extent any Buyer Indemnitee becomes liable to, and is ordered to and does pay to any third party, punitive, exemplary, special or consequential damages proximately caused by a breach by any Seller shall indemnify the Buyer from and against the entirety of any representation, warranty or covenant contained in this Agreement, then such punitive, exemplary, special or consequential damages shall be deemed actual damages to such Buyer Indemnitee and included within the definition of Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability for purposes of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under this Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise8. (iiivi) The Seller shall indemnify Except for the rights of indemnification provided in this Section 8, the Buyer from and hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the entirety Sellers arising from any breach by the Sellers of any Liabilities arising out of their representations, warranties or covenants under this Agreement or the ownership of the Shares or operation of the Company prior to the Closingtransactions contemplated hereby. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) Sellers breach any of its their Joint and Several representations, warranties, and covenants contained hereinherein during the period such representations, andwarranties and covenants survive, if there is an applicable survival period pursuant to Section 8(a) above, and provided that the Buyer makes a written claim for indemnification against any of the Seller Sellers pursuant to Section 10(h) below within such the applicable survival period, then each of the Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). CORESTAFF, INC. STOCK PURCHASE AGREEMENT - 41 - 47 (ii) In the event any of the Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Sellers has breached) any of his or her Several representations, warranties, and covenants contained herein, and provided that the particular representation, warranty, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(h) below within the applicable survival period, then such Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iiiii) The Seller shall Each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Targets arising under United States Treasury Reg. Section 1. 1502-6 (whether or not accrued or otherwise disclosed) (x) for because the Targets once was a member of an Affiliated Group during any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes part of any Person (consolidated return year within any part of which consolidated return year any corporation other than the Company) under Section 1.1502-6 Targets also was a member of the Regulations adopted under the Code (or any similar provision of state, local, or foreign lawAffiliated Group), as a transferee or successor, by contract, or otherwise. (iiiiv) The Seller shall Each of the Sellers agree to indemnify the Buyer from and against the entirety of any Liabilities arising out Taxes which may become due and owing to any Governmental Authority by reason of the ownership sale of the Shares or operation of the Company prior Targets to the ClosingBuyer. (ivv) The Seller shall Each of the Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences which may become due and owing by reason of the Targets's failure to properly obtain any visas required for employees of the Targets to work in the United States. (vi) Each of the Sellers shall be liable for, and hereby indemnifies, the Buyer may suffer resulting fromfor all income Taxes imposed on the Targets with respect to any taxable year or period beginning before and ending on the Closing Date; provided, arising out ofhowever, relating tothat such indemnity shall be made only to the extent such Taxes are in excess of the reserve; if any, for such Tax Liability as reflected in the nature of, Financial Statements or caused by any Indebtedness in the computation of the Company existing Net Working Capital. In order to apportion appropriately any income Taxes relating to any taxable year or period that begins before and ends after the Closing Date, the Parties hereto shall, to the extent permitted or not prohibited by applicable law, elect with the relevant taxing authority, if required or necessary, to terminate the taxable year of the Targets as of the Closing Date after adjustment pursuant Date. In any case where applicable law does not permit the Targets to Section 2(d)treat such date as the end of a taxable year or period, then whenever it is necessary to determine the liability for income CORESTAFF, INC. STOCK PURCHASE AGREEMENT - 42 - 48 Taxes of the Targets, for a portion of a taxable year or period, such determination shall (unless otherwise agree to in writing by the Buyer and the Sellers) be determined by a closing of the Targets' books, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. In no event shall such apportionment of income Taxes be greater than the income Taxes which would have been allocated to the Targets if such income Taxes had been based upon a time period in proportion to the number of days during such taxable year or period the Sellers and the Buyer owned the stock in the Targets.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event If the Seller or a Shareholder breaches (or in if any Person other than the event any third party Buyer alleges facts that, if true, would mean the Seller or a Shareholder has breached) any of its representationsthe representations or warranties contained herein and the Buyer gives notice thereof to the Seller or any Shareholder within the Survival Period, warranties, and covenants contained herein, andor if the Seller or a Shareholder breaches (or if any Person other than the Buyer alleges facts that, if there is an applicable survival period pursuant to Section 8(atrue, would mean the Seller or a Shareholder has breached) above, provided that any covenant contained herein or in the Other Seller Agreements or the Other Shareholder Agreements and the Buyer makes a written claim for indemnification against gives notice thereof to the Seller within such survival periodor any Shareholder, then the Seller shall and the Shareholders agree jointly and severally to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, to or caused by any Liability of the Company (foregoing regardless of whether the Adverse Consequences are suffered during or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date Survival Period. In addition, the Seller and the Shareholders agree jointly and severally to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting which result from, arising arise out of, relating relate to or are caused by the consummation of the transactions contemplated by this Agreement whether or not such matter was known to the Buyer or was disclosed on any Exhibit hereto or is a matter with respect to which the Seller or any or all of the Shareholders did or did not have knowledge, including, without limitation, (i) any act or omission of the Seller or any Shareholder with respect to, or any event or circumstance related to, the Seller's or any predecessor's ownership or operation of the Acquired Assets or the Excluded Assets or the conduct of its business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, (ii) any Liability not included in the Assumed Liabilities, (iii) the use, presence, generation, handling, remediation, removal, transportation, release or disposal of Hazardous Materials on, to or from any of the Premises or other real property or facilities owned or occupied by the Seller or any predecessor prior to the Closing Date, (iv) the failure of the Seller or any predecessor or of any Shareholder to comply with any Environmental Obligation or other Legal Requirement or Order or the violation by any of them of any Right, (v) any claim that the transactions contemplated by this Agreement violate the Worker Adjustment and Retraining Notification Act, as amended, or any similar state or local Legal Requirement or any fraudulent conveyance laws of any jurisdiction, and any Liability resulting therefrom, or (b) Amounts needed to cover any indemnification claims resolved in favor of the Buyer against the Seller or the Shareholders during the Escrow Period will be paid to the Buyer first out of the Escrow Account, along with interest from the Closing Date at the rate applicable to the escrowed funds. The Seller and the Shareholders will have joint and several Liability for any additional amounts needed to cover such claims, which amounts will be paid directly to the Buyer. At the end of the Escrow Period amounts that may be needed to cover pending indemnification claims made by the Buyer (such amounts to be determined by the Buyer based upon the reasonable exercise of its business judgment) will be retained in the Escrow Account until such claims are resolved, and any excess on deposit therein, including any accrued interest, will be paid to the Seller. Nothing in this Section 7.1(b) will be construed to limit the Buyer's right to indemnification to amounts on deposit in the Escrow Account. The Buyer, the Shareholders and the Seller will jointly give instructions to the Escrow Agent to carry out the intent of this Section 7.1(b). The Shareholders will provide the Escrow Agent with instructions to invest amounts held in the Escrow Account in one or more funds chosen by the Shareholders the assets of which consist solely of securities rated A-1, P-1 or higher. Any disputes concerning the escrowed funds will be settled by arbitration as provided in this Agreement. (c) The Shareholders and the Seller will not be required, in the nature ofaggregate, or caused by to indemnify the Buyer for any Indebtedness amount in excess of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)$10,000,000.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the any Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin the Purchase Agreement, and, if there is an applicable survival period pursuant to Section 8(a§9(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller Stockholders pursuant to §12(g) below within such survival period, then each of the Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Stockholders shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of the Sellers contained in §3(g)-(cc) of the Purchase Agreement until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $20,000 aggregate deductible (or after which point the alleged breachStockholders will be obligated only to indemnify the Buyer from and against further such Adverse Consequences). The indemnification obligations of the Sellers are joint and several. (ii) The Seller shall In the event any of the Stockholders breaches any of his, her or its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to §9(a) above, provided that the Buyer makes a written claim for indemnification against the Stockholder pursuant to §12(g) below within such survival period, then the Stockholder agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach. (iii) Each of the Stockholders agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by: (A) any liability of any Seller which is not an Assumed Liability (including any liability of any Seller that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law); (B) any Environmental Claim arising out of or relating to any Environmental Release by any Liability Target or for which Buyer may be liable as a result of the Company (whether or not accrued or otherwise disclosed) (x) for conduct of any Taxes of the Company with respect business engaged in by any Target prior to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) , and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted Environmental Release whatsoever on, at or under the Code (or any similar provision of stateLeased Real Property, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company which in either case has occurred prior to the Closing; and in any such case damages shall include without limitation all reasonable costs and expenses of response or cleanup incurred by Buyer which result therefrom or relate thereto, including all costs of inspections, samples, borings, monitoring ▇▇▇▇▇, reviews and audits. (iv) Notwithstanding any provision in this Agreement to the contrary: (A) The Seller Buyer shall indemnify recoup all or any part of any amount the Sellers owe it pursuant to this §9(b) first by notifying the Sellers that the Buyer from and against is reducing pro rata the entirety of any Adverse Consequences principal amounts outstanding under the Buyer may suffer resulting from, arising out of, relating to, Notes (this shall affect the timing and amount of payments required under the Buyer Notes in the nature of, same manner as if the Buyer had made a permitted prepayment (without premium or caused penalty) pro rata thereunder with such amount applied against payments in the order of maturity) and thereafter by pursuing any Indebtedness of remedies available to the Company existing as of Buyer under applicable law. (B) The aggregate amount the Closing Date after adjustment Sellers owe Buyer pursuant to Section 2(d)this §9(b) shall be limited to the Purchase Price.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section Sec. 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Sec. 10(g) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences Losses the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Losses the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that the Seller shall not have any obligation to indemnify the Buyer from and against any Losses resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Seller contained in Sec. 3(f)-(i) and Sec. 3(k)-(v) above until the Buyer has suffered Losses by reason of all such breaches (or alleged breaches) in excess of a $250,000 aggregate threshold (at which point the Seller will be obligated to indemnify the Buyer from and against all such Losses relating back to the first dollar; and, provided further, that the Seller's obligations under this Sec. 8(b)(i) with respect to Losses resulting from, arising out of, relating to, in the nature of or caused by, the breach (or alleged breach) of any repre- sentation or warranty of the Seller contained in Sec. 3(f)-(i) and Sec. 3(k)-(v) above shall be limited to $20,000,000.00. (ii) The Seller shall agrees to forever indemnify the Buyer from and against the entirety of any Adverse Consequences Losses the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by by: (A) any Liability of the Company Seller which is not an Assumed Liability (whether including any Liability of the Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, under Environmental, Health, and Safety Requirements, or otherwise disclosedby operation of law); (B) (x) any Liability for any unpaid Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date); or (C) and (y) any Liability for the unpaid Taxes of any Person (other than including the CompanySeller and its Subsidiaries) under Section 1.1502Reg. Sec. 1. 1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall . Notwithstanding the foregoing, from and after a Buyer Change of Control, the Seller's obligation to indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior Losses described in this Sec. 8(b)(ii) shall be limited to the Closing$15,000,000.00. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. In purchasing the assets and business of Seller, and the Seller's membership interest in the Targets, Buyer does not, except as specifically provided herein, assume any of the debts, obligations or liabilities of Seller or the Targets. Seller shall defend, indemnify and safe Buyer harmless with respect to all such debts, obligations and liabilities that accrue prior to the Closing Date. Seller does not assume any of the debts, obligations or liabilities of Buyer, and Buyer agrees to defend, indemnify and save Seller harmless with respect to all of its debts, obligations and liabilities, and specifically from any debt or liability that accrues after the Closing Date and by reason of Buyer's control of the assets being transferred hereunder, Buyer's operation of the Targets, or Buyer's use of any trade name, trade or service ▇▇▇▇, logo, or other incident of the Business which the public might associate with Seller by reason of Seller's involvement prior to the Closing Date with the assets used in the Business. In addition to this general provision, the parties agree: (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant then Seller agrees to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date by reason of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused such a breach by the breach (or the alleged breach)Seller. (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of either of Seller or either of the Company (whether or not accrued or otherwise disclosed) Targets (x) for any Taxes of Seller or either of the Company Targets with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Sec. 9(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and (y) shown on the Most Recent Balance Sheet, as such reserve is adjusted for the unpaid Taxes passage of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of time through the Closing Date after adjustment pursuant to Section 2(d)in accordance with the past custom and practice of the Targets in filing their Tax Returns.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in and the event any third party alleges facts that, if true, would mean the Seller has breached) Stockholder breach any of its the representations, warranties, and covenants contained hereinin this Agreement or any Related Agreement, and, if there is an applicable survival period pursuant to Section 8(a) 7.01 above, provided that the Buyer makes a specific written claim for indemnification against either the Seller or the Stockholder pursuant to Section 10.07 below within such survival period, then the Seller shall and the Stockholder jointly and severally agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating toor caused by the breach; provided, in however, that the nature Seller and the Stockholder shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, or caused by the breach (or the alleged breach) of any representation or warranty of the Seller or the Stockholder contained in this Agreement or any Related Agreement until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $1,000,000.00 aggregate threshold (and then only to the extent of such Adverse Consequences exceeding that amount). (ii) The . Notwithstanding the limitations contained in the foregoing sentence, the Seller shall and the Stockholder jointly and severally agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether Seller which is not an Assumed Liability; provided, that any amounts so indemnified by the Seller or the Stockholder in accordance with this paragraph shall be taken into account as indemnity payments in determining the Seller's and the Stockholder's maximum cumulative aggregate indemnification obligation set forth in the following paragraph; and provided, further, that for purposes of this Section 7.02 there shall not accrued be deemed to be any breach of any representation, warranty, or otherwise disclosed) (x) for any Taxes covenant of the Company with respect to Seller or the Stockholder contained in this Agreement or any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date Related Agreement to the extent allocable that the Seller or the Stockholder makes a payment under this paragraph that would not have been required to the portion of be made absent such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, breach in the nature offirst instance.. In no event, or caused by any Indebtedness of however, will the Company existing as of Seller's and the Closing Date after adjustment pursuant to Stockholder's indemnification obligations under this Section 2(d)7.02 exceed the Final Purchase Price.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event the Seller or the Company breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its their representations, warranties, and covenants contained herein, herein and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 7.9 below within such the survival periodperiod specified in Section 6.1 hereof, then the Seller shall agrees to indemnify each of the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable the survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). Notwithstanding the foregoing to the contrary, Seller shall not be required to indemnify the Buyer from any Adverse Consequences pursuant to this Section 6.2(a) until the aggregate amount of such Adverse Consequences exceeds $10,000. (iib) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Treas. Reg. Section 1.15021. 1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iiic) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Liabilities arising out one-half of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety first $500,000 of any Adverse Consequences (including the Company's attorneys' fees) the Buyer may suffer resulting from, arising out ofof , relating to, in the nature of, or caused by any Indebtedness litigation among the Company, Sonat Exploration Company ("Sonat") and Vanguard Geophysical Services, Inc. In the event the Company recovers any amount of damages from Sonat as a result of any such litigation, (i) Seller shall be entitled to be reimbursed for any amounts paid by Seller pursuant hereto out of a percentage of any such recovery equal to the amounts paid by Seller pursuant hereto divided by the aggregate amount of all Adverse Consequences suffered by Buyer under this Section 6.2(c), and (ii) any additional amount shall be applied first to reimburse the Company for any expenses incurred as a result of such litigation and the balance shall be treated as additional revenue of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)Company.

Indemnification Provisions for Benefit of the Buyer. (a) Sellers shall indemnify and hold Buyer harmless from and against any and all Adverse Consequences whatsoever arising out of or resulting from: (i) In Any breach of warranty or misrepresentation by the event Sellers or the Seller breaches nonperformance of any covenant or obligation to be performed by the Sellers to the extent that and only to the extent that (or in the event any third party alleges facts that, if true, would mean the Seller has breachedA) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a8.1; and that (B) abovethe Buyer makes a written claim for indemnification against the Sellers pursuant to Section 11.6 within such survival period; (ii) Any liability arising out of the ownership, provided conduct or operation of the Assets prior to the Closing Date (other than the Assumed Liabilities) to the extent that the Buyer makes a written claim for indemnification against the Seller Sellers pursuant to Section 11.6 within such survival period, then five years of the Seller shall indemnify Closing Date; (iii) Any claim which may be asserted against the Buyer from and against the entirety of or any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including Assets, by any Adverse Consequences of the Buyer may suffer after the end of any applicable survival period) resulting fromSellers' employees, arising out ofindependent contractors, relating to, in the nature oftheir employees, or caused agents with respect to liabilities incurred by or on the breach (Sellers' behalf prior to the Closing Date, whether covered by a collective bargaining agreement or the alleged breach).not, including labor costs, severance pay, pension benefits, employee benefits, workers' compensation, vacation and holiday benefits, sick pay, multiemployer withdrawal liability, any and all employee benefits, and any other costs associated therewith; (iiiv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Any attempt (whether or not accrued successful) by any person to cause or otherwise disclosed) (x) for require Buyer to pay or discharge any Taxes of the Company with respect to any Tax year debt, obligation or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date liability relating to the extent allocable to Sellers not associated with the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (Assets or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwisean Assumed Liability. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller or any Shareholder breaches (or in the event any third party alleges facts that, if true, would mean the Seller or any Shareholder has breached) any of its their representations, warranties, and covenants contained herein, herein and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller Sellers pursuant to Section 10(g) below within such survival period, then Seller and each of the Seller shall Shareholders, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall and each of the Shareholders, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) Seller for the unpaid Taxes of any Person (other than the CompanySeller) under Treas. Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out $1,900,000.00 of the ownership Purchase Price shall be deposited in escrow for a period of twelve months from the Shares or operation Closing Date to secure the indemnification obligations of the Company prior Seller and Shareholders pursuant to the Closingthis Section 8(b). (iv) The Seller shall indemnify the Buyer from and against the entirety of Except for any Adverse Consequences of Buyer that arise from any fraud of the Seller or the Shareholders or from breaches by Seller or Shareholders of the representations in Section 3(k) above, Buyer agrees that the maximum amount of Adverse Consequences that it may recover from Seller and Shareholders pursuant to this Section 8 shall be limited to $5,700,000.00. (v) Notwithstanding anything to the contrary in this Section 8(b), there shall be no liability hereunder on the part of the Seller or the Shareholders until the Adverse Consequences suffered by the Buyer may suffer resulting from, arising out of, relating toexceeds in the aggregate $37,500.00, in which event Seller and Shareholders shall be liable for all Adverse Consequences suffered by Buyer in excess of $37,500.00 subject to the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)limitations set forth in subparagraph 8(b)(iv) above.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts thatEach Seller, if truejointly and severally, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant agrees to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) pay resulting from, arising out of, relating to, in the nature of, or caused by the breach following only as it relates to affording the Buyer clear title, release of any encumbrances on restriction on use of the Acquired Assets: a. any Breach of any representation or warranty made by that Seller in (or i) this Agreement (without giving effect to any supplement to the alleged breachDisclosure Schedule). , (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting fromDisclosure Schedule, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The the supplements to the Disclosure Schedule, (iv) the certificates delivered pursuant to Section 5.1, (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by any Seller shall indemnify the Buyer from and against the entirety pursuant to this Agreement; b. any Breach of any Liabilities covenant or obligation of any Seller in this Agreement or in any other certificate, document, writing or instrument delivered by any Seller pursuant to this Agreement; c. any Liability arising out of the ownership of the Shares or operation of the Company Acquired Assets prior to the Closing.Closing Date; d. any brokerage of finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with any Seller (ivor any Person acting on their behalf) The Seller shall indemnify in connection with any of the Buyer from and against the entirety of transactions contemplated by this Agreement; e. any Adverse Consequences the Buyer may suffer resulting fromproduct or component thereof manufactured by or shipped, arising out ofor any services provided by, relating toany Seller, in whole or in part, prior to the nature ofClosing Date; f. any noncompliance with any bulk sales laws or fraudulent transfer law in respect of the transactions contemplated by this Agreement; g. any liability under the WARN Act or any similar state or local legal requirement that may result from an “Employment Loss”, or as defined by 29 U.S.C. sect. 2101(a)(6), caused by any Indebtedness action of any Seller prior to the Closing or by Buyer’s decision not to hire previous employees of any Seller; or h. any liability, claim or expense of the Company existing as Sellers (including any liability of the Closing Date after adjustment pursuant to Section 2(dSellers that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). g. any of the Excluded Assets or Retained Liabilities;

Indemnification Provisions for Benefit of the Buyer. (i) i. In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a8(f) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) . The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseSeller. (iii) . The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Liability of the Company existing as Seller for Taxes of the Seller related to the Acquired Assets. iv. The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer and its shareholders may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Seller's operation of the Acquired Assets prior to the Closing. v. The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Seller in relation to the termination of any of the Seller's employees who are not employed by the Buyer. vi. The Seller shall not have any liability to the Buyer for any Adverse Consequences set forth in this Section 8(h) to the extent that such Adverse Consequences are covered by insurance of the Buyer. vii. Notwithstanding anything contained herein to the contrary, the Seller shall have no liability to the Buyer as a result of any breach of any representation, warranty or covenant, to the extent that the Buyer knew that such representation, warranty or covenant was incorrect prior to the Closing Date after adjustment pursuant to Section 2(d)Date, except when such breach is the result of fraud or willful misconduct.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its the Sellers breaches any of their representations, warranties, and covenants contained hereinherein (other than the covenants in ss.2(a) above and the representations and warranties in ss.3(a) above), and, if there is an applicable survival period pursuant to Section 8(ass.8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller Sellers pursuant to ss.11(h) below within such survival period, then each of the Seller shall Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that (A) the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of the Sellers contained in ss.4 above until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $340,000 (after which point the Sellers will be obligated to indemnify the Buyer from and against all such Adverse Consequences whether greater or less than such amount) and (B) there will be a $7,500,000 aggregate ceiling on the alleged breach)obligation of the Sellers to indemnify the Buyer from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by breaches of the representations and warranties of the Sellers contained in ss.4 above. (ii) The In the event any of the Sellers breaches any of his or her covenants in ss.2(a) above or any of his or her representations and warranties in ss.3(a) above, and, if there is an applicable survival period pursuant to ss.8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller shall pursuant to ss.11(h) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach. (iii) Each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with ss.9(b)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Income Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Statement, and (y) for the unpaid Taxes taxes of any Person (other than the Company) under Section 1.1502Reg. ss.1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In Subject to the limitations contained in Section8(b)(iii), in the event the Seller breaches (any of its representations in Section3 or in the event assignment documents transferring to Buyer the Seller's interest in the Acquired Assets (including without limitation, any third party alleges facts that, if true, would mean statutory warranty deeds executed and delivered by Seller) or the Seller has breached) breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) in Section6 above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification caused proximately by the breach, provided however, that the indemnity in this Subsection (including i) shall not apply at all to matters disclosed on the Disclosure Schedule, to matters which Buyer knew or had reason to know at the time of the Closing, to matters for which Buyer is indemnifying Seller as provided in this Agreement or to any Adverse Consequences the Buyer may suffer claims arising after the end Seller's representations and warranties become null and void. Solely for purposes of the Seller's indemnification obligations under this Subsection (i), any applicable survival period) resulting from, arising out of, relating to, representation or covenant of Seller in Section3 and Section6 which includes the nature of, or caused by the breach (or the alleged breach)term "material adverse effect" shall be construed as if such term instead were "effect" without any additional qualification. (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer resulting from, arising out of, relating to, in the nature of, or caused proximately by any Liability liability of the Company (whether or Seller which is not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwisean Assumed Liability. (iii) The Seller's indemnification obligation to the Buyer pursuant to Subsection (i) shall not exceed $1,500,000 million in the aggregate. Buyer agrees that it will not seek indemnification for any claim under Subsection (i) unless such claim has a value greater than $25,000. Buyer agrees that it will not seek indemnification for any claim under Subsection (i) unless the aggregate of all claims under Subsection (i) will result in loss to Buyer in excess of $250,000 in the aggregate, provided however, that once such threshold is exceeded, Seller shall indemnify Buyer for all such claims from the Buyer from and against the entirety first dollar of any Liabilities arising out of the ownership of the Shares or operation of the Company prior claims up to the Closing$1,500,000 limitation specified above. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) i. In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) Principals breach any of its their representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a8(f) above, provided that the Buyer makes a written claim for indemnification against the Seller or Seller Principals within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) . The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseSeller. (iii) . The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Liability of the Company existing as Seller for Taxes of the Seller related to the Acquired Assets. iv. The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Seller in relation to the termination by the Seller of any of the Seller's employees who are not employed by the Buyer. v. The Seller shall not have any liability to the Buyer for any Adverse Consequences set forth in this Section 8(h) to the extent that such Adverse Consequences are covered by insurance of the Buyer. vi. Notwithstanding anything contained herein to the contrary, the Seller shall have no liability to the Buyer as a result of any breach of any representation, warranty or covenant, to the extent that the Buyer knew that such representation, warranty or covenant was incorrect prior to the Closing Date after adjustment pursuant to Section 2(d)Date, except when such breach is the result of fraud or willful misconduct.

Indemnification Provisions for Benefit of the Buyer. (i) In the event If the Seller or any Shareholder breaches (or in if any Person other than the event any third party Buyer alleges facts that, if true, would mean the Seller or any Shareholder has breached) any of its the representations or warranties of the Seller or any Shareholder contained herein and the Buyer gives notice thereof to the Shareholders' Agent within the Survival Period, or if the Seller or any Shareholder breaches (or if any Person other than the Buyer alleges facts that, if true, would mean the Seller or any Shareholder has breached) any covenants of the Seller or any Shareholder contained herein or any representations, warranties, warranties or covenants of the Seller or any Shareholder contained in any Other Seller Agreement and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against gives notice thereof to the Seller within such survival periodShareholders' Agent, then the Seller shall and the Shareholders agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, to or caused by any Liability of the Company (foregoing regardless of whether the Adverse Consequences are suffered during or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to Survival Period. In determining whether there has been a breach of any representation or warranty contained in Section 3.1 and in determining the extent allocable to amount of Adverse Consequences suffered by the portion Buyer for purposes of such period beginning before and ending on the Closing DateSection 7.1(a)(i) and (y) for the unpaid Taxes of any Person ii), such representations and warranties shall not be qualified (other than by (A) the Companyreference to knowledge set forth in the second sentence of Section 3.1(d) under as it relates to Exhibit 3.1(d)(i) and (B) the references to "material" set forth in Section 1.1502-6 3.1(u)) by "material," "materiality," "in all material respects," "best knowledge," "best of the Regulations adopted under the Code (knowledge" or any "knowledge" or words of similar provision of state, localimport, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)phrase using any such terms or words.

Indemnification Provisions for Benefit of the Buyer. (i) In the event any of the Seller Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Sellers has breached) any of its their representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes make a written claim for indemnification against any of the Seller Sellers pursuant to Section 9(h) below within such survival period, then the Seller Controlling Stockholder shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller Controlling Stockholders shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code Reg. Provision 1.1502 -6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller Controlling Stockholders shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by (A) any Liabilities arising out of the ownership of the Shares capital stock of, or the use or operation of the business of the Company prior to the ClosingClosing and (B) any other business or operations (other than of the Company) owned in whole or in part by any of the Sellers. (iv) The Seller Controlling Stockholders shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company or any Subsidiary existing as of the Closing Date after adjustment pursuant Date. (v) Notwithstanding anything herein to Section 2(d)the contrary, Buyer shall not be responsible for indemnification of Buyer until the amount subject to indemnification shall exceed $10,000 in the aggregate nor shall Buyer be required to pay indemnification for more than the Purchase Price absent willful or wanton statements or representations or the intentional failure to disclose any matters of a material nature.

Indemnification Provisions for Benefit of the Buyer. (i) 1. In the event that either triSpan or the Seller breaches (or in the event any third party alleges facts thatSellers, if trueas applicable, would mean the Seller has breached) breach any of its their representations, warranties, agreements, and covenants contained hereinherein (other than a breach by Sellers of their individual representations and warranties made in SECTION 3.1 or of any post-Closing covenants of such Sellers, andwhich are addressed in SECTION 8.2(B) below), if there is an applicable survival period pursuant to Section 8(a) aboveand provided that the particular representation, provided warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Seller Sellers pursuant to SECTION 10.7 below within such the applicable survival period, then the Sellers, severally and not jointly (i.e., pro rata in accordance with their respective share of the Sellers' aggregate equity interest in triSpan), agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer due to any such breach by triSpan or the Sellers; PROVIDED, HOWEVER, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of triSpan or Sellers in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of $150,000 threshold (after which point the Sellers will be obligated only to indemnify the Buyer from and against further such Adverse Consequences), or (ii) in excess of $8,000,000 in the aggregate (after which point Sellers shall have no obligation to indemnify Buyer from and against such further Adverse Consequences). 2. In the event any Seller shall breaches any of his or its representations and warranties contained in SECTION 3.1 herein, or any of his or its post-Closing covenants, and provided that the particular representation, warranty, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against such Seller pursuant to SECTION 10.7 below within the applicable survival period, then such Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).survival

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinherein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above), and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for -------- indemnification against the Seller pursuant to Section 11(g) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or breach; provided, however, that the alleged breach). (ii) The Seller shall not -------- ------- have any obligation to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach of any Liability representation or warranty of the Company Seller contained in Section 4 above until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $500,000 aggregate threshold (whether or not accrued or otherwise disclosed) (x) for any Taxes of at which point the Company with respect Seller will be obligated to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior all such Adverse Consequences relating back to the Closingfirst dollar). (ivii) The In the event Seller shall breaches any of its covenants in Section 2(a) above or any of its representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification -------- against the Seller pursuant to Section 11(g) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)breach.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a8(g) above, provided that the Buyer makes a written claim for indemnification against any of the Seller Management Members within such survival period, then each of the Seller shall and the Seller Management Members agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach. (including ii) In the event any of the Seller Management Members breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Management Members has breached) any of his/her or its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 8(g) above, provided that the Buyer makes a written claim for indemnification against the Seller Management Members within such survival period, then each of the Seller and the Seller Management Members agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the end date of any applicable survival period) the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iiiii) The Each of the Seller shall and the Seller Management Members agrees to (iv) Each of the Seller and the Seller Management Members agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Seller (whether or not accrued or otherwise disclosed) (xA) for any Taxes of the Company Seller with respect to any Tax year or portion thereof ending on or before the Closing Date Date, to the extent such Taxes are not reflected in the reserve for Tax Liability (or rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Financial Statements (rather than in any Tax year beginning before and ending after notes thereto, as such reserve is adjusted for the passage of time through the Closing Date to in accordance with the extent allocable to past custom and practice of the portion of such period beginning before and ending on the Closing Date) Seller in filing its Tax Returns, and (yB) for the unpaid Taxes of any Person (other than the CompanySeller) under Reg. Section 1.1502-6 of the Regulations adopted under the Code 1.1502.6 (or any similar provision of statesate, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iiiv) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out Each of the ownership of Seller and the Shares or operation of the Company prior Seller Management Members agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness Liability of the Company existing as Seller in relation to the termination of any of the Closing Date after adjustment Seller's employees. (vi) Each of the Seller and the Seller Management Members agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Slamming Claims. (vii) Neither the Seller nor the Seller Management Members shall have any liability to the Buyer for any Adverse Consequences set forth in this Section 8(h) to the extent that such Adverse Consequences are covered by the Buyer's insurance. In addition, neither the Seller nor the Seller Management Members shall be obligated to indemnify the Buyer pursuant to this Section 2(d)8(h) unless and until the costs related to such Adverse Consequences exceed a cumulative aggregate amount of $50,000, and, except for intentional fraud and willful misconduct, in no event, shall the liability of the Seller and the Seller Management Members pursuant to this Section 8(h) exceed $350,000.

Indemnification Provisions for Benefit of the Buyer. (i) In the --------------------------------------------------- event the Seller breaches Sellers breach (or in the event any third party alleges facts that, if true, a breach would mean the Seller has breachedexist or have occurred but for a Specified Disclosure) any of its their representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) (S)7.01 above, provided that the Buyer makes a written claim for indemnification within two months of becoming aware of such claim (containing, to the extent reasonably practicable at the time of notification, a detailed description of the facts on the basis of which the claim is based and a good faith estimate of the claim (provided, however, that no delay in providing such information shall relieve the Sellers from any obligation hereunder unless (and then solely to the extent) the Sellers thereby are prejudiced)) against the Seller Sellers at an address determined pursuant to (S)8.03 below within such survival period, then (x) in the case of representations and warranties relating (in whole or in part) to the Company, the Sellers shall, severally, in proportion to their respective percentage of interest set forth on Schedule A, and (y) in the case of representations relating solely to Sellers (and not to Company), or a covenant of a Seller, then the breaching Seller shall (and only the breaching Seller), indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach breach; provided, however, (or i) Buyer's right to -------- ------- indemnification with respect to breaches of the alleged breachSellers' representations and warranties, other than the Surviving Representations (but excluding those in Section 4.12). , shall be limited to the amount of U.S. $2,500,000 in the aggregate, (ii) The Seller the Sellers shall not have any obligation to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach of any Liability representation or warranty of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person Sellers (other than the CompanySurviving Representations (but excluding those in Section 4.12)) under Section 1.1502-6 until the Buyer has suffered Adverse Consequences (in the aggregate) by reason of all such breaches in excess of a U.S. $150,000 aggregate threshold (at which point the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall Sellers will be obligated to indemnify the Buyer from and against all such excess Adverse Consequences), and (iii) the entirety Sellers shall not be obligated to indemnify the Buyer against the breach of any Liabilities arising out particular representation or warranty unless the Adverse Consequences of such breach (when aggregated with the ownership Adverse Consequences of all related breaches) exceeds U.S. $10,000 (it being agreed that Sellers will then be obligated to indemnify against all Adverse Consequences, not just the Shares excess over U.S. $10,000 and, solely for purposes of determining the amount of Adverse Consequences (and not for purposes of determining whether a breach occurred) without giving effect to the inclusion in any such representation or operation warranty of a materiality qualification). Under no circumstances can the Sellers reject or restrict or claim under this section on the ground that a loss, damage or expense was (or will be) suffered by the Company, rather than by the Buyer. The Parties agree and understand that this Agreement does not provide Buyer with the right to indemnification for breaches of representations, warranties and covenants not contained herein. Without limiting the preceding sentence, the Parties agree that the Sellers are not indemnifying the Buyer against (i) changes to any applicable laws, rules or regulations, or (ii) damages done to the Company prior and/or the Business by the Buyer, the Parent and/or the Company subsequent to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) 6.2.1. In the event any of the Seller Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Sellers has breached) any of its their representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) 6.1 above, provided that the Buyer makes a written claim for indemnification against any of the Seller Sellers pursuant to Section 8.8 below within such survival period, then each of the Seller shall Sellers agrees to indemnify the Buyer and the Company from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall 6.2.2. Each of the Sellers agrees to indemnify the Buyer and the Company from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 7.2) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet, and (y) for the unpaid Taxes of any Person (other than the Company) under Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall 6.2.3. Each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by (A) any Indebtedness operations of the Company existing as prior to the Closing Date, or (B) any Product sold, manufactured, distributed or licensed by the Company or any services provided by the Company prior to the Closing Date, or (C) any acts or omissions of the Company or any of its managers, officers, employees, Ambassadors or agents, or the ownership, lease or control of property by the Company prior to the Closing Date, or (D) any claims by creditors of the Company that they are owed more than the settlement amounts listed in Section 4.29 of the Disclosure Schedule or on the Audited Closing Date after adjustment pursuant Balance Sheet, or (E) any Ambassador of the Company claiming that he or she is exempt from or excepted out of any requirements of the Company’s network marketing plan or any related policies or procedures or, following the Closing, is exempt from or excepted out of any requirements of the network marketing plan of the Buyer or any of its Affiliates or any related policies or procedures or any Ambassador claiming any special terms or compensation other than those terms and that compensation offered generally to Section 2(d)participants in the standard network marketing plans of the Company or the Buyer or its Affiliates or any related policies and procedures or (F) any Liabilities not reflected on the Audited Closing Date Balance Sheet. 6.2.4. Each of the Sellers agrees to indemnify the Buyer and the Company from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the conversion of the Company’s network marketing plan following the Closing to the Buyer’s network marketing plan or the modification, amendment or alteration of the Company’s network marketing plan by the Buyer following the Closing.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) Sellers breach any of its their representations, warranties, agreements, and covenants contained herein, and(other than a breach by a Seller of his/her individual representations and warranties, if there is an applicable survival period pursuant to which are addressed in Section 8(a(8)(b)(ii) abovebelow) and provided that the particular representation, provided warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Seller Sellers pursuant to Section 10(h) below within such the applicable survival period, then the Seller shall Sellers agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $250,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses including losses in excess of a $100,000 threshold) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representatives and warranties in Section 3(a)). (ii) In the event any Seller breaches any of its representations and warranties, contained in Section 3(a) herein, and provided that the particular representation, warranty, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against such Seller pursuant to Section 10(h) below within the applicable survival period, then such Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iiiii) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company SSC arising under Reg. ss. 1. 1502-6 (whether or not accrued or otherwise disclosed) (x) for because SSC once was a member of an Affiliated Group during any Taxes part of any consolidated return year within any part of which consolidated return year any corporation other than SSC also was a member of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign lawAffiliated Group), as a transferee or successor, by contract, or otherwise. (iiiiv) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Liabilities arising out transfer Taxes which may become due and owing by reason of the ownership of the Shares or operation of the Company prior to the Closingtransactions contemplated by this Agreement. (ivv) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, brokerage fees or caused investment banking commissions due by any Indebtedness Sellers or SSC by reason of the Company existing as transactions contemplated by this Agreement, excluding only the fees payable to DeBellas & Co., Inc. which shall be deemed to be Funded Indebtedness. (vi) The Parties shall make appropriate adjustments for tax benefits in determining the liability of the Closing Date after adjustment pursuant to Sellers under this Section 2(d)8.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(ass.7(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences all actions, proceedings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses the Buyer may suffer through and after the date of the claim for indemnification (including "Adverse Consequences") resulting from, arising out of, relating to the breach; provided, however, that (i) the Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to the breach of any representation of warranty of the Seller contained in ss.3 above until the Buyer may suffer has suffered Adverse Consequences by reason of all such breaches in excess of a US$ 50'000.- (United States Dollar fifty thousand) aggregate deductible (after which point the end Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences) and (ii) there will be a US$ 3.'000'000. (United States Dollar three million) aggregate ceiling on the obligation of any applicable survival period) the Seller to indemnify the Buyer from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability breaches of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes representations and warranties of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before Seller contained in ss.2 and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwisess.3 above. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller Company breaches (or in the event any third party alleges facts that, if true, would mean the Seller Company has breached) any of its representations, warranties, and covenants contained hereinherein (other than the covenants in ss.2(a) above and the representations and warranties in ss.3(a) above), and, if there is an applicable survival period pursuant to Section 8(ass.8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller Company pursuant to ss.11(h) below within such survival period, then the Seller shall indemnify Company agrees to indemnity the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall Company agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of any of the Company (whether or not accrued or otherwise disclosed) and its Subsidiaries (x) for any Taxes of the Company and its Subsidiaries with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with ss.9(c)) to the portion of such period beginning before and ending on the Closing Date): to the extent such Taxes are not reflected in the reserve for Taxes owed (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and (y) for shown on the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 face of the Regulations adopted under Most Recent Balance Sheet (rather than in any notes thereto, and prepared in accordance with the Code (or any similar provision generally accepted accounting principles of state, local, or foreign lawthe jurisdiction imposing the tax), as a transferee or successor, by contract, or otherwisesuch reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries in filing their Tax Returns. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior agrees to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness the purchase by the Buyer of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)Securities.

Indemnification Provisions for Benefit of the Buyer. (i) In Subject to the event limitations in Section 8(b)(ii), the Seller breaches (or in agrees to indemnify the event any third party alleges facts thatBuyer, if true, would mean the Seller has breached) SM&P and any of its their respective Affiliates, directors, officers, employees and agents (collectively, the “Buyer Indemnified Parties”) from and against any Adverse Consequences any Buyer Indemnified Party suffers as a result of the breach of any of the Seller's representations, warranties, covenants and covenants other agreements contained hereinherein or in any certificate delivered in connection herewith (without regard to any materiality or Material Adverse Effect qualifiers contained in any such representation, andwarranty, if there is an applicable survival period pursuant to Section 8(a) abovecovenant or agreement), provided that (A) such Adverse Consequences arising from any individual claim exceed the Claim Deductible, and (B) in the case of breaches of representations and warranties contained in Section 4, the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(g) within such the applicable survival period. (ii) Notwithstanding Section 8(b)(i), then the Seller shall have no obligation under Section 8(b)(i) to indemnify the Buyer Indemnified Parties from and against any Adverse Consequences until the aggregate of the Adverse Consequences for all claims otherwise required to be indemnified by the Seller under Section 8(b)(i) exceeds $750,000 (the “Deductible”). After the aggregate of the Adverse Consequences for all claims otherwise required to be indemnified by the Seller under Section 8(b)(i) exceeds the Deductible, the Seller shall indemnify the Buyer from and against the entirety of any Indemnified Parties for all Adverse Consequences the Buyer may suffer through and after the date in excess of the claim Deductible, up to a maximum aggregate indemnity under this Agreement of $7,000,000 (the “Cap”). Notwithstanding the foregoing, neither the Deductible nor the Cap shall apply to claims for indemnification for a breach of the representations and warranties of the Seller contained in (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival periodA) resulting fromSection 3(a) or (B) Sections 4(a) (Organization, arising out ofQualification and Corporate Power), relating to4(b) (Capitalization), in the nature of4(e) (Title to Personal Property), or caused by the breach 4(l) (or the alleged breachTaxes) and 4(r) (Employee Benefits). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. Subject to the limitations set forth in Section 8(e) below: (i) In the event the Seller breaches Sellers breach (or in the event any third party alleges facts that, if true, would mean the Seller DMI has breached) any of its material representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller Sellers within such the survival periodperiod set forth in Section8(a) above, then the Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences losses the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Losses the Buyer may suffer after the end of any applicable survival period) period resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences Losses the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of DMI which is not a liability as set forth in the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company Closing Balance Sheet. This indemnity obligation with respect to Losses arising from any Tax year or portion thereof ending on or before the Closing Date Third Party Claim (or for any Tax year beginning before and ending after the Closing Date as defined below) shall not be limited to the extent allocable to the portion of such survival period beginning before and ending on the Closing Dateset forth in Paragraph 8(a) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseabove. (iii) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety failure of any Liabilities arising out DMI to deliver to Buyer by October 31, 2000, two hundred nine thousand dollars ($209,000) from the collection of the ownership of the Shares or operation of the Company prior Receivables; to the Closingextent of such deficiency; provided, however, that the remedy provided herein shall not duplicate any relief provided to Buyer under Section 2(c) and 7(a)(iii) hereof. (iv) The Seller For purposes of this Section8, the term "Losses" shall indemnify the Buyer from mean 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, taxes, liens, losses, expenses, and against the entirety of any Adverse Consequences the Buyer may suffer resulting fromfees, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)including court costs and reasonable attorneys' fees and expenses.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches of: (or in the event any third party alleges facts that, if true, would mean the Seller has breachedx) any of its representationsinaccuracy, warranties, violation or breach in any representation or warranty contained in Article 4 and covenants contained herein, and, if there is an applicable survival period pursuant referred to in Section 8(a8(a)(ii) above, provided that or (iii) and (y) the Buyer makes Indemnitees make a written claim for indemnification against the Seller pursuant to Section 11(g) within such the applicable survival periodperiod pursuant to Section 8(a), then from and after Closing, the Seller agrees to indemnify and hold harmless the Buyer Indemnitees from and against any Adverse Consequences suffered by the Buyer Indemnitees to the extent arising from such inaccuracy, violation or breach; provided that the Seller shall not have any obligation to indemnify the Buyer Indemnitees from any such individual inaccuracy, violation or breach until the Buyer Indemnitees have suffered Adverse Consequences in excess of $100,000 (the “Claim Threshold”), at which time the Buyer Indemnitees shall be entitled to receive the entire amount of such Adverse Consequences in respect of such indemnification claim (including the portion not in excess of the Claim Threshold) (such indemnification claim, a “Qualifying Buyer Indemnity Claim”), subject to the remaining provisions of this Article 8; provided, further, that the Seller shall not have any obligation to indemnify the Buyer Indemnitees from any Qualifying Buyer Indemnity Claim until the Buyer Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of the sum of all such Qualifying Buyer Indemnity Claims in excess of an aggregate deductible amount equal to $500,000 (the “Deductible”), at which point the Seller shall be obligated to indemnify the Buyer Indemnitees from and against the entirety of any all Adverse Consequences in respect of all Qualifying Buyer Indemnity Claims exceeding the Buyer may suffer through and after Deductible, subject to the date other provisions of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach)this Article 8. (ii) The Seller shall indemnify In the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out event of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) : (x) for any Taxes breach of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) Seller’s covenants in this Agreement, and (y) the Buyer Indemnitees make a written claim for indemnification against the unpaid Taxes of any Person (other than Seller pursuant to Section 11(g) within the Company) under applicable survival period pursuant to Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law8(a), as a transferee then from and after the Closing, the Seller agrees to indemnify the Buyer Indemnitees from and against any Adverse Consequences suffered by the Buyer Indemnitees to the extent relating to or successorarising from such inaccuracy, by contractviolation or breach, or otherwisesubject to the other provisions of this Article 8. (iii) The Seller shall indemnify In determining the Buyer from and against the entirety of any Liabilities arising out scope of the ownership Seller’s indemnification obligations under this Section 8(b), any qualification as to Company Material Adverse Effect shall be disregarded and the entire amount of the Shares or operation Adverse Consequences suffered by the applicable Buyer Indemnitees shall be included in the calculation of the amount of Adverse Consequences to which such Buyer Indemnitees shall be entitled to indemnification; provided, however, that such qualifications as to Company prior to Material Adverse Effect shall apply for purposes of determining whether there has been a breach in the Closingfirst place. (iv) The To the extent any Buyer Indemnitee becomes liable to, and is ordered to and does pay to any third party that is not a Buyer Indemnitee, punitive, exemplary, treble, special or consequential damages caused by any matter for which such Buyer Indemnitee is entitled to be indemnified under this Section 8(b), then such punitive, exemplary, treble, special, indirect, incidental or consequential damages shall be deemed actual damages to such Buyer Indemnitee and included within the definition of Adverse Consequences for purposes of this Article 8. Except to the extent specified in the immediately preceding sentence with respect to Third Party Claims, the Seller shall not be liable to any Buyer Indemnitee for any punitive, exemplary, treble, special, indirect, incidental or consequential damages (including any loss of earnings or profits). (v) Notwithstanding anything in this Agreement to the contrary, in no event shall the Seller ever be required to indemnify the Buyer from Indemnitees for Adverse Consequences under: (i) Section 8(b)(i) in an amount exceeding, in the aggregate, $2.75 million; or (ii) any and all provisions of this Agreement in an amount exceeding, in the aggregate, the Purchase Price. (vi) No claim for indemnification may be asserted or commenced against the entirety Seller pursuant to this Section 8(b) unless written notice of such claim is received by the Seller describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 8(a). (vii) No claim for a breach of representation or warranty under Section 8(b)(i) may be asserted or commenced by any Adverse Consequences Buyer Indemnitee against the Buyer may suffer resulting from, Seller to the extent arising out of, resulting from or relating to, in to any breach of any representation or warranty of which the nature of, Buyer had Knowledge on or caused by any Indebtedness of the Company existing as of prior to the Closing Date after adjustment unless the Buyer was otherwise obligated to Close pursuant to Section 2(d)the terms of this Agreement.

Indemnification Provisions for Benefit of the Buyer. Seller shall indemnify Buyer as set forth below, provided, however, that any indemnification hereunder shall be satisfied first by the return to the Buyer by the Escrow Agent of any Buyer Stock not released to the Seller under the terms of this Agreement and the Escrow Agreement. Such Buyer Stock shall be valued at the greater of (x) the average closing price quoted on the Nasdaq or other applicable trading system for he fifteen trading days prior to the Buyer giving notice of such indemnification claim to Seller pursuant to ss.10(g), and (y) the Conversion Price; and the Seller shall make no payment for indemnification under this ss.8(b) until after such release of Buyer Stock is effectuated and accounted for. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(ass.8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to ss.10(g) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that the Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Seller contained in ss.3(f)-(i) and ss.3(l)-(w) above until the Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $25,000 aggregate threshold (at which point the Seller will be obligated to indemnify the Buyer from and against all such Adverse Consequences relating back to the first dollar). (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by by: (A) any Liability of the Company Seller which is not an Assumed Liability (whether including any Liability of the Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, or otherwise disclosedby operation of law); (B) (x) for any Taxes Liability of the Company Seller for unpaid Taxes with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date), or (C) and (y) any Liability of the Seller for the unpaid Taxes of any Person (other than including the CompanySeller and its Subsidiaries) under Section 1.1502Treas. Reg.ss. 1. 1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, warranties and covenants contained hereinherein (other than the representations and warranties in clause 3(a) above), and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against Seller pursuant to clause 14(g) below prior to 31st December 1999 (the Seller within such survival period"Cut-off Date") or, in respect of claims relating to taxation ("Taxation Claims") prior to the sixth anniversary of the Closing Date, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer originating prior to and continuing through and after the date of the claim for indemnification (including caused by the breach. There shall be no indemnification for any Adverse Consequences Buyer shall suffer where written notice of the Buyer may suffer claim is first made after the end of any applicable survival period) resulting from, arising out of, relating toCut-off Date or, in respect of Taxation Claims, the nature of, or sixth anniversary of the Closing Date. The Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty of Seller contained in clause 4 above unless the amount of Buyer's claim in respect thereof, when aggregated with one or more other claims brought against Seller hereunder, exceeds two hundred thousand United States Dollars (US$200,000). The maximum liability of Seller for a breach of any of its representations, warranties and covenants contained herein shall be limited to an amount equal to the aggregate of 50% of the Purchase Price and, if the First Option or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting fromSecond Option is exercised, arising out of, relating to, in the nature of, or caused by any Liability 50% of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).First Option

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) Sellers breach any of its their Joint and Several representations, warranties, agreements, and covenants contained herein, andand provided that the particular representation, if there is an applicable survival period pursuant to Section 8(a) abovewarranty, provided agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below within the applicable survival period, then each of the Sellers agree to indemnify the Buyer from and against his Allocable Portion of the Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period, but specifically not consequential damages unless as a result of fraud or willful misconduct) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of the Sellers contained in Section 4 above (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $60,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate losses including losses relating back to the first dollar) and (ii) in excess of the lesser of (a) the actual amount of the Earned Payout Amounts and (b) $8,000,000 (but in no event less than $3,000,000) (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers, and the limitation set forth in (ii) above shall specifically not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. (ii) In the event any Seller breaches any of its Several representations, warranties, and covenants contained herein, and provided that the particular representation, warranty, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against such Seller pursuant to Section 10(h) below within such the applicable survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety his Allocable Portion of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or up to an amount equal to such Seller's Allocable Portion of the alleged breach)Purchase Price. (iiiii) The Seller shall Each of the Sellers agree to indemnify the Buyer from and against the entirety his Allocable Portion of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) WPC arising under Reg. Section 1.1502-6 (because WPC once was a member of an Affiliated Group during any part of any consolidated return year within any part of which consolidated return year any corporation other than WPC also was a member of the Regulations adopted under the Code (or any similar provision of state, local, or foreign lawAffiliated Group), as a transferee or successor, by contract, or otherwise. (iiiiv) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Liabilities arising out Taxes which may become due and owing to the State of Illinois by reason of the ownership of the Shares or operation of the Company prior to the Closingtransactions contemplated by this Agreement. (ivv) The Seller shall Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences brokerage fees or investment banking commissions due by Sellers or WPC by reason of the transactions contemplated by this Agreement. (vi) The Sellers shall be liable for, and hereby indemnifies, the Buyer may suffer resulting fromfor all income Taxes imposed on WPC with respect to any taxable year or period beginning before and ending after the Closing Date, arising out offor the portions of such taxable year or period ending prior to the Closing Date; provided, relating tohowever, that such indemnity shall be made only to the extent such Taxes are in the nature of, or caused by any Indebtedness excess of the Company existing reserve, if any, for such Tax Liability used to determine the Net Working Capital of WPC. In order to apportion appropriately any income Taxes relating to any taxable year or period that begins before and ends after the Closing Date, the Parties hereto shall, to the extent permitted or not prohibited by applicable law, elect with the relevant taxing authority, if required or necessary, to terminate the taxable year of WPC as of the Closing Date after adjustment pursuant Date. In any case where applicable law does not permit WPC to treat such date as the end of a taxable year or period, then whenever it is necessary to determine the liability for income Taxes of WPC, for a portion of a taxable year or period, such determination shall (unless otherwise agree to in writing by the Buyer and the Sellers) be determined by a closing of WPC's books, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. In no event shall such apportionment of income Taxes be greater than the income Taxes which would have been allocated to WPC if such income Taxes had been based upon a time period in proportion to the number of days during such taxable year or period the Sellers and Buyer owned the stock in WPC. (vii) The Parties shall make appropriate adjustments for tax benefits in determining the liability of the Sellers under this Section 2(d)8.

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(h) below within such the survival period, then the Seller and Tay shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller and Tay shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of any of the Company and its Subsidiaries (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company and its Subsidiaries with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9(b)) to the portion of such the period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than any of the CompanyCompany and its Subsidiaries) under Reg. Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller and Tay shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by (A) any Liabilities arising out of the ownership of the Shares capital stock of, or the use or operation of the business of, the Company or any of its Subsidiaries prior to the ClosingClosing and (B) any other business or operations (other than of the Company and its Subsidiaries) owned in whole or in part by any of the Seller. (iv) The Seller and Tay shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company or any Subsidiary existing as of the Closing Date after adjustment pursuant to Section 2(d)Date.

Indemnification Provisions for Benefit of the Buyer. Except as limited in (i) In the event below, if the Seller breaches (or in the event if any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, and provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(g) below within such the survival periodperiod specifying in reasonable detail the breach of the misrepresentation, warranty or covenant that has occurred and the Adverse Consequences that have and will occur as a result thereof, then the Seller shall agrees to indemnify the Buyer, its Affiliates, and each of its and its Affiliates’ employees, officers, directors and agents (each a “Buyer Indemnified Party”) from and against the entirety of any Adverse Consequences the any Buyer Indemnified Party may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the any Buyer Indemnified Party may suffer after the end of any applicable the survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). . In addition, notwithstanding the limitation in (i) of this Section 8 below, the Seller will indemnify, defend and hold harmless any Buyer Indemnified Party, from and against any and all Adverse Consequences that such Buyer Indemnified Party may suffer from or arising out of (i) any intentional misconduct or gross negligence on the part of the Seller in performing any activity contemplated by this Agreement; (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Seller that is not an Assumed Liability (whether including any Liability of the Seller that becomes a Liability of any Buyer Indemnified Party under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor Liability, or otherwise disclosedby operation of law); and (iii) (x) for any Taxes Liability of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) Seller for the unpaid Taxes of any Person (other than the Companyincluding Seller) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (ia) In the event that the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, covenants and covenants agreements contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival periodthe time period set forth in Section 6.01(a), then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of or caused by the breach. The Parties acknowledge that Seller is in breach of numerous representations and warranties made herein and that, notwithstanding such acknowledgement and Buyer's prior awareness thereof, Buyer shall be entitled to indemnification therefore in accordance herewith. (b) The Seller also agrees to indemnify the Buyer and its affiliates, officers, employees, agents and representatives (the "Indemnified Parties") from and against the entirety of any Adverse Consequences the Indemnified Parties may suffer resulting from, arising out of, relating to, in the nature ofconnection with, or caused by by: (i) any liability, act, event, occurrence or circumstances in respect of or relating to the Client Services Agreements and PEO Business of Seller that occurred prior to the Effective Time; (ii) any Liability of the Company (whether or not accrued or otherwise disclosed) (x) Seller for any unpaid Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date Effective Time (or for any Tax year beginning before and ending after the Closing Date Effective Time to the extent allocable to the portion of such period beginning before and ending on immediately prior to the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign lawEffective Time), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares liability not expressly assumed by Buyer; or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences suffered by an Indemnified Party in defending or otherwise becoming involved in any proceeding directly or indirectly relating to the Buyer may suffer resulting fromtransactions contemplated hereby, arising out ofincluding without limitation actions by Seller's creditors involving the Indemnified Parties, relating to, in the nature of, or caused by any Indebtedness and specifically including as Adverse Consequences 150% of the Company existing time value of Buyer's employees lost to involvement in any such proceedings, but excluding actions as of to which Seller enjoys a right to indemnification hereunder and excluding actions wherein the Closing Date after adjustment pursuant Indemnified Party is adjudged to Section 2(d)have acted with criminal intent. Any amounts due Buyer or an Indemnified Party from Seller hereunder may be satisfied by Buyer offsetting its obligations under the Note or under any other monetary obligation owing to Buyer from Seller.

Indemnification Provisions for Benefit of the Buyer. (i) In To the extent of the value of the HAHT Common Stock and the HAHT Warrant held in an escrow pursuant to the Escrow Agreement, in the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(a7(a) abovehereof, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 6(c) below within such survival period, then the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach), except to the extent caused primarily by the gross negligence or willful misconduct of the Buyer. (ii) The To the extent of the value of the HAHT Common Stock and the HAHT Warrant held in an escrow pursuant to the Escrow Agreement, the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company Seller which is not an Assumed Liability (whether including any Liability of the Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or not accrued successor liability, under Environmental, Health, and Safety Requirements, or otherwise disclosed) (x) for any Taxes by operation of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date law), except to the extent allocable to caused primarily by the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 gross negligence or willful misconduct of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseBuyer. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller within such survival periodtherefor, then then, the Seller shall agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences that the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller If any third party shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company notify Fields with respect to any Tax year or portion matter (a "Third Party Claim") which may give rise to a claim for indemnification against the Seller under this ' 6, then Fields shall promptly notify the Seller thereof ending in writing, provided, however, that no delay on or before the Closing Date part of Fields in notifying the Seller shall relieve the Seller from any obligation hereunder unless (or for any Tax year beginning before and ending after the Closing Date then solely to the extent allocable to extent) the portion Seller is prejudiced. The indemnification procedure respecting a Third Party Claim hereunder shall be the same as set forth in Section 9(c) of such period beginning before and ending on that certain Stock Acquisition Agreement, dated as of September 2, 1997 (the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law"Acquisition Agreement"), by and between Fields, the Company and the Seller (therein referred to as a transferee or successor, by contract, or otherwisethe Principal Shareholder). (iii) The Seller All claims for indemnification made under this Agreement shall indemnify be subject to the Buyer from terms and against the entirety conditions of any Liabilities arising out Sections 9(d) (Determination of Adverse Consequences), (f) (Rights of Offset) and (g) (Limitation of Rights of Offset) of the ownership Stock Acquisition Agreement, and the indemnity payment required of Principal Shareholder for such claims shall be determined as if the Shares or operation of claims were made under the Company prior to the ClosingStock Acquisition Agreement. (iv) The Seller shall indemnify the Buyer from foregoing indemnification provisions are in addition to, and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out not in derogation of, relating toany statutory, in the nature ofequitable, or caused by any Indebtedness common law remedy Fields may have for breach of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d)representation, warranty, or covenant.