Common use of Limitations Clause in Contracts

Limitations. The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

Limitations. The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject Subject to the limitations ofset forth in the following sentence, the provisions "Proportionate Share" for each such Purchaser shall be that number of this Section 8shares of the Class B Common Stock to be issued in such Qualified Public Offering necessary so that, after giving effect to such issuance, such Purchaser will continue to maintain its same proportionate equity ownership in the Company, as of the date immediately prior to the effective date of the registration statement covering such Qualified Public Offering, on a fully diluted basis assuming, among other things, the shares reserved for issuance upon the exercise of options have been issued. Notwithstanding anything the foregoing sentence, such Proportionate Share, in this Section 8 the aggregate for all Purchasers, may not exceed 8% of the number of shares of Class B Common Stock issued by the Company in such Qualified Public Offering (exclusive of the number of shares of Class B Common Stock issued pursuant to any underwriter's overallotment option); PROVIDED, HOWEVER, the managing underwriter of such offering shall be entitled to reduce in whole or in part the Proportionate Share to the contraryextent determined necessary by the managing underwriter in its sole discretion (X) to the success of such offering (including without limitation that purchase by a Purchaser of its Proportionate Share would adversely affect any of the offering price, if at any time an Indemnified Person shall have requested offering size, likelihood of completion or completion date) for reasons set forth in writing to the Indemnifying Party Purchasers no less than five days prior to reimburse the anticipated effective date of the registration statement covering such Indemnified Person for legal offering or (Y) to comply with the rules or regulations of the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., the Nasdaq Stock Market, Inc., or other expenses regulatory body or exchange for reasons set forth in connection with investigating, responding writing to the requesting Purchasers no less than one day prior to the anticipated effective date of the registration statement covering such offering. Any reduction (in whole or defending in part) in any Proceedings as contemplated by this Section 8, the Indemnifying Party Purchaser's Proportionate Share shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by PRO RATA among the Indemnifying Party of such request for reimbursement and (ii) Purchasers expressing an interest in receiving an offer from the Indemnifying Party shall not have reimbursed such Indemnified Person Company in accordance with such request prior to subsection 5.07(d) below (the date "IPO Purchasers") based upon the number of such settlement. The Indemnifying Party shall not, without Shares then held by the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonIPO Purchasers.

Limitations. (i) The Indemnifying Party Warrantors shall not be required to indemnify an Indemnified Person or be liable to SCAC or its Affiliates for any Liability under the Transaction Documents and all other agreements in connection with the AutoChina Acquisition to which any Warrantor is a party and any exhibits or schedules attached hereto or thereto unless the aggregate amount of all Damages exceeds US$100,000 (“Basket”), after which the Warrantors shall be responsible for all Damages, including the Basket; provided, however, the maximum Liability of the Warrantors shall be limited to an amount equivalent to US$68,850,000, except for fraud, intentional misrepresentation and taxes; (ii) All indemnification claims shall have been asserted prior to the Remaining Holdback Consideration Release Date; provided, however, indemnification claims based on (A) fraud and intentional misrepresentation and taxes shall survive indefinitely and (B) Known Liabilities set forth in each of Sections 11.01(c)(i) and 11.01(c)(ii) shall survive until the fifth anniversary of the Closing Date; (iii) With regard to a third party claim, an Indemnifying Person shall not have any obligation to indemnify or hold harmless an Indemnified Person(s) for any settlement of any Proceedings effected entered into by such Indemnified Persons without its the Indemnifying Person’s prior written consent (after the Closing of this Agreement, which consent shall not be unreasonably withheld). If ; and (iv) In satisfying any settlement of any Proceeding is consummated with or all claims under the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any Transaction Documents and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses agreements in connection with investigatingthe AutoChina Acquisition to which any Warrantor is a party and any exhibits or schedules attached hereto or thereto, responding SCAC may elect, at its sole discretion, to have the relevant claim satisfied (in whole or defending any Proceedings as contemplated in part) by this Section 8transfer of such number of SCAC Ordinary Shares to the Indemnified Person, provided, that the Indemnifying Party value of the SCAC Ordinary Shares shall be liable for any settlement equal to the product of any Proceedings effected without its written consent if (iA) the number of SCAC Ordinary Shares being used to satisfy such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement claim and (iiB) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request average closing price of SCAC Ordinary Shares for fifteen (15) consecutive trading days ending on the first (1st) trading day prior to the date of such settlement. The Indemnifying Party shall not, without shares are actually delivered to the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

Limitations. (i) The Indemnifying Party Seller Parties shall not be required to indemnify an Indemnified Party or be liable to Capricorn or its Affiliates for any settlement Liability under this Agreement or the Related Agreements unless the aggregate amount of all Damages and Liability exceeds US$100,000 (“Basket”), after which the Seller Parties shall be responsible for all Damages and Liability, including the Basket; (ii) The maximum Liability of Seller Parties under this Agreement or the Related Agreements shall be limited to the aggregate amount of Consideration actually paid to Seller Parties under this Agreement (including the PRC Allocated Value and the US Allocated Value); provided, however, that nothing herein shall limit the Liability: (A) of any Proceedings effected without its written consent Seller Party for any breach of a representation or warranty, covenant or agreement pursuant to Section 9.2 if the Business Acquisition does not close, or (which consent shall not be unreasonably withheld). If any settlement B) of any Proceeding is consummated with the written consent officer, director, shareholder or other equity holder of the Indemnifying Party Seller Parties for such Person’s fraud or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8intentional misrepresentation. Notwithstanding anything Nothing contained in this SECTION 8 is intended to limit the right of Capricorn to terminate this Agreement pursuant to Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person 9.1; (iii) Except for legal or other expenses (A) claims in connection with investigatingfraud or intentional misrepresentation, responding to which shall survive indefinitely; and (B) claims in connection with a breach of or defending default of the covenants and agreements in Section 6.12 (whether or not through an indemnification claim brought under Section 8.3(a)(iii)), or an indemnification claim in connection with Section 8.3(a)(viii), which shall survive until the fifth (5th) anniversary of the Closing Date, no claim may be initiated against any Proceedings as contemplated by of the Seller Parties after the Survival Date; and (iv) In satisfying any or all claims under this Section 8Agreement and the Related Agreements, if Capricorn Sub makes a Share Issuance Election, the Indemnifying Party Seller shall be liable for any settlement entitled to elect to satisfy the relevant claim (in whole or in part) by transfer of any Proceedings effected without its written consent if such number of Earnout Shares to the Indemnified Party so as to satisfy such claim, provided, that the value of the Earnout Shares shall be equal to the product of (i) the number of Earnout Shares being used to satisfy such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement claim; and (ii) the Indemnifying Party shall not have reimbursed weighted average of the closing sales prices for one Earnout Shares\ as quoted on the Nasdaq Global Select Market (or such Indemnified Person in accordance with such request other principal securities market that the American Depository Receipts or similar equity security of Capricorn or a successor entity is then traded) during normal trading hours, for the five (5) consecutive trading days ending on the first (1st) trading day prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in shares are actually delivered to the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

Limitations. The Indemnifying Party shall If and to the extent the Assignor secures and/or guarantees any Upstream and Cross-Stream Obligations (as such terms are defined in the Credit Agreement), and not be liable for any settlement obligations that are the Assignor’s primary obligations or the primary obligations of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent Foreign Subsidiaries that are direct or indirect subsidiaries of the Indemnifying Party or if there is a Final Order for the plaintiff in any such ProceedingsAssignor, the Indemnifying Party agrees to indemnify following limitations shall apply: (a) Maximum amount which may be secured or guaranteed by the Assignor: The aggregate: (i) liability of the Assignor; and (ii) use of proceeds from the enforcement of the Collateral of the Assignor, under this Agreement and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party Loan Documents shall not have reimbursed such Indemnified Person exceed the amount of the Assignor’s freely disposable equity in accordance with such request prior to Swiss law, presently being the date total shareholder equity less the total of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation aggregate share capital and (b) statutory reserves (including reserves for own shares and revaluations as well as agio) to the extent such reserves cannot be transferred into unrestricted, distributable reserves, and (c) the blocked amount (as determined by the Assignor’s statutory auditor) corresponding to the Assignor’s intra-group claims resulting from upstream or cross-stream loans not granted at arm’s length conditions. The amount of freely disposable equity shall be determined on the basis of an audited annual or interim balance sheet of the Assignor. This limitation shall only apply to the extent it is a requirement under applicable law at the time (a) the Assignor is required to perform or (b) Collateral of the Assignor is enforced under the Loan Documents. Such limitation shall not free the Assignor from its obligations in excess of the freely disposable equity, but merely postpone the performance date thereof until such times when the Assignor has again freely disposable equity if and to the extent such freely disposable equity is available. The limitation shall not apply to the extent the Assignor guarantees any amounts borrowed under any Loan Document that are lent to the Assignor or to wholly owned direct or indirect subsidiaries of the Assignor, and shall accordingly not apply to the Collateral of the Assignor being enforced as security/guarantee for the obligations of the Assignor or the obligations of direct or indirect subsidiaries of the Assignor. The Assignor shall and Luxembourg Holdco or any successor shareholder of the Assignor which is a party to a Loan Document shall procure that the Assignor will, take and cause to be taken all and any action (including, without limitation, (a) the passing of any shareholders’ resolutions to approve any payment or other performance under this Agreement or any other Loan Document, and (b) the obtaining of any confirmations which may be required as a matter of Swiss mandatory law in force at the time the Assignor is required to make a payment or perform other obligations under this Agreement or any other Loan Document) in order to allow a prompt payment of amounts owing by the Assignor under the Loan Documents, a prompt use of proceeds from the Collateral of the Assignor as well as the performance by the Assignor of other obligations under the Loan Documents with a minimum of limitations. If the enforcement of the obligations of the Assignor under the Loan Documents would be limited due to the effects referred to in this clause, the Assignor shall further, to the extent permitted by applicable law and Swiss accounting standards and upon request by the Administrative Agent, write up or sell any of its assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of sale, however, only if such assets are not necessary for the Assignor’s business and such sale is permitted under this Agreement or any other Loan Document. (b) Swiss Withholding Tax (i) If so required under applicable law (including double tax treaties) at the time it is required to make a payment under this Agreement or any other Loan Document, the Assignor: (A) shall use its best efforts to ensure that such payments can be made without deduction of Swiss withholding tax (Verrechnungssteuer), or with deduction of Swiss withholding tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including tax treaties) rather than payment of the tax; (B) shall deduct the Swiss withholding tax at such rate (being 35% at the date hereof) as is in force from time to time if the notification procedure pursuant to sub-paragraph (A) above does not include apply; or shall deduct the Swiss withholding tax at the reduced rate resulting after discharge of part of such tax by notification if the notification procedure pursuant to sub-paragraph (A) applies for a part of the Swiss withholding tax only; and shall pay within the time allowed any statement such taxes deducted to the Swiss Federal Tax Administration; and (C) shall promptly notify the Administrative Agent that such notification or, as the case may be, deduction has been made, and provide the Administrative Agent with evidence that such a notification of the Swiss Federal Tax Administration has been made or, as the case may be, such taxes deducted have been paid to the Swiss Federal Tax Administration. (ii) If the Assignor is required under applicable law (including double tax treaties) to deduct Swiss withholding tax at the time the Collateral Agent is enforcing the Collateral of Assignor, the Administrative Agent shall deduct from the proceeds from such enforcement the Swiss withholding tax at such rate (being 35% at the date hereof) as is in force from time to time and shall pay without delay, any such taxes deducted to the Swiss Federal Tax Administration. (iii) In the case of a deduction of Swiss withholding tax, the Assignor shall use its best efforts to ensure that any Person that is entitled to a full or partial refund of the Swiss withholding tax deducted from such payment under this Agreement or any admission other Loan Document or the proceeds of faultthe enforcement of the Collateral of the Assignor, culpability or a failure to act by or on behalf of any Indemnified Person.will, as soon as possible after such deduction:

Limitations. The Indemnifying Party shall not be liable for Notwithstanding any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party representation, warranty, covenant or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything other agreement contained in this Section 8 to Agreement, including the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses rights of indemnification provided in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party Seller shall be liable for have no obligation to release, indemnify and hold harmless any settlement Buyer Indemnitee with respect to any Adverse Consequence (A) associated with, attributable to or resulting from any environmental condition or circumstance (including the non-compliance with any Environmental Law and the presence of any Proceedings effected without its written consent if Hazardous Substance) except to the extent the relevant condition or circumstance (ix) such settlement constitutes a breach of the representation and warranty set forth in Section 4(i) or (y) is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person subject to indemnity in accordance with such request prior Sections 8(b)(vi) and 8(b)(ix)-(xi) or (B) to the date extent relating to the Javelina Partnerships or the assets, properties, obligations, activities and other matters relating to the Javelina Partnerships, that portion of such settlementAdverse Consequence in excess of the product derived by multiplying the Javelina Percentage Interest by the amount of such Adverse Consequence. The Indemnifying Party By way of clarification, the Parties acknowledge and agree (1) that the Buyer has entered into a separate purchase agreement with each partner of the Javelina Partnerships covering such partner’s interest in such Javelina Partnerships, and (2) each such purchase agreement is separate and independent from the others and is not intended to increase the Seller’s exposure for Adverse Consequences, if any. For example, if it should happen that one of the Javelina Partnerships has an Unrecorded Obligation of $100 that would constitute a breach of the representation and warranty contained in Section 4(l), the Seller’s maximum exposure with respect thereto (subject to any deductibles, caps or other limitations) would be determined by multiplying $100 by the Javelina Percentage Interest. In lieu of performing all or any portion of its Obligations under Section 8(b)(i) to the extent relating to the representation and warranty set forth in Section 4(i), or that are subject to indemnity in accordance with Sections 8(b)(vi) and 8(b)(ix)-(xi), the Seller shall not, without have the prior written consent of an Indemnified Person (which consent shall be granted right to remediate any such environmental condition or withheld circumstance subject to the terms and conditions set forth in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonEnvironmental Access Agreement.

Limitations. The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject Notwithstanding anything to the limitations of, the provisions of this Section 8. Notwithstanding anything contrary contained in this Section 8 to the contraryAgreement, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) each Seller shall not have an obligation to indemnify Trulieve Indemnitees in an aggregate amount over the total amount of consideration received by such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and Seller pursuant to this Agreement; (ii) the Indemnifying Party Trulieve Indemnitees shall not have reimbursed such Indemnified Person in accordance be entitled to indemnification with such request prior respect to any claim for indemnification for Losses claimed under Section 9.1(a)(i) or Section 9.1(b)(i) unless and until the date amount of such settlement. The Indemnifying Party shall not, without Losses incurred by the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings Trulieve Indemnitees in respect of such claims, taken together, exceeds Ninety Thousand Dollars ($90,000) (the “Deductible”) at which indemnity has been sought hereunder by point, the Sellers, jointly and severally, shall indemnify the Trulieve Indemnitees for the full amount of all such Indemnified Person Losses arising under this Agreement in excess of the Deductible, subject to the Indemnification Cap and the other limitations set forth herein, (iii) Parent shall have no obligation to indemnify the Seller Indemnitees pursuant to Section 9.1(c)(i) unless (a) such settlement includes an unconditional release the aggregate amount of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment Losses incurred by any Indemnified Person Seller Indemnitee(s) under Section 9.1(c)(i) exceeds the Deductible, at which point Parent shall indemnify the Seller Indemnitees for the full amount of all such Losses arising under this Agreement in excess of the Deductible, subject to the Indemnification Cap and the other limitations set forth herein and (iv) the Parties acknowledge that the Deductible shall not apply to Fraud, willful misconduct by Sellers, or breaches or misrepresentations of the Fundamental Representations, or any amounts indemnification obligations of the Parties other than with respect to Section 9.1(a)(i), Section 9.1(b)(i) and Section 9.1(c)(i) of this Agreement. The aggregate amount of Losses for which the Trulieve Indemnitees shall be entitled to recover under Section 9.1(a)(i) and Section 9.1(b)(i), and the Seller Indemnitees shall be entitled to recover under Section 9.1(c)(i) shall not exceed the Indemnification Cap; provided, however, that the Indemnification Cap shall not apply to Fraud, willful misconduct by Sellers, or breaches or misrepresentations of Warranties in Section 4.20 or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to Fundamental Representations, or any admission indemnification obligations of faultthe Parties other than with respect to Section 9.1(a)(i), culpability Section 9.1(b)(i) and Section 9.1(c)(i) of this Agreement (other than to the extent such breaches with respect to Section 9.1(a)(i), Section 9.1(b)(i) and Section 9.1(c)(i) relate to the breach of a representation under Section 3, Section 4 or a failure to act by or on behalf of any Indemnified PersonSection 5 hereunder).

Limitations. (a) The Indemnifying Party Buyer Indemnitees shall not have any right to be liable indemnified by any Seller for any settlement individual obligation or Liability pursuant to Section 12.03(c) or Section 12.03(f) for breaches of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent representations and warranties unless such obligation or Liability exceeds 0.01471% of the Indemnifying Party Initial Purchase Price (if the Option Closing does not occur) or the aggregate of the Initial Purchase Price and the Option Purchase Price (if there is a Final Order for the plaintiff Option Closing occurs), in any such Proceedings, which event the Indemnifying Party agrees right to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason be indemnified shall apply to the full amount of such settlement obligation or judgment in accordance withLiability (a “Qualified Loss”), and subject to the other limitations of, set forth in this Section 12.04. (b) Subject to the other provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 812.04, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party Buyer Indemnitees shall not have reimbursed the right to be indemnified pursuant to Section 12.03(c) or Section 12.03(f) for breaches of representations and warranties unless and until the Buyer Indemnitees shall have incurred on a cumulative basis aggregate Qualified Losses in an amount exceeding 1% of the Initial Purchase Price (if the Option Closing does not occur) or the aggregate of the Initial Purchase Price and the Option Purchase Price (if the Option Closing occurs) (the “Indemnity Deductible”), in which event the right to be indemnified shall apply only to all such Indemnified Person Qualified Losses in accordance with such request prior excess of the Indemnity Deductible. (c) Subject to the date other provisions of such settlement. The Indemnifying Party this Section 12.04, the sum of all losses pursuant to which indemnification is payable by Sellers pursuant to Section 12.03(c) or Section 12.03(f) for breaches of representations and warranties shall notnot exceed, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion)aggregate, effect any settlement ten percent (10%) of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless the Initial Purchase Price (aif the Option Closing does not occur) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition aggregate of any non-monetary penalty or obligation the Initial Purchase Price and the Option Purchase Price (bif the Option Closing occurs) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person(the “Cap Amount”).

Limitations. The following provisions of this Section 9.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any settlement Indemnified Costs pursuant to this Article IX unless a written claim for indemnification in accordance with Section 9.2 or Section 9.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Nashville, Tennessee time, on or prior to the first anniversary of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of (x) a breach of any Proceedings effected without Fundamental Representations or (y) an Excluded Liability or any Pro-Rated Item may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time prior to the expiration of such covenant according to its written consent terms. (which consent b) An Indemnifying Party shall not be unreasonably withheld)obligated to pay for any Indemnified Costs under this Article IX until the amount of all such Indemnified Costs exceeds, in the aggregate, $2,362,500, in which event Indemnifying Party shall pay or be liable for all such Indemnified Costs from the first dollar. If any settlement The aggregate liability of an Indemnifying Party under this Article IX shall not exceed $31,500,000. The limitations in the previous two sentences shall not apply to Indemnified Costs to the extent such costs arise out of (i) a breach of any Proceeding is consummated with the written consent Fundamental Representations, (ii) an Assumed Liability, (iii) an Excluded Liability or any Pro-Rated Item or (iv) breach of any covenant or other agreement of the Indemnifying Party or if there is a Final Order for under this Agreement. (c) Each Party acknowledges and agrees that, after the plaintiff in Closing Date, notwithstanding any such Proceedingsother provision of this Agreement to the contrary, the Indemnifying Party agrees Buyer’s and the other Buyer Indemnified Parties’ and each Seller’s and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to indemnify and hold harmless each the Indemnified Person from and against any and all Losses by reason of such settlement or judgment Costs shall be in accordance with, and subject to the limitations oflimited by, the provisions of this Section 8. Notwithstanding anything set forth in this Section 8 Article IX. The Parties further acknowledge and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in the Ancillary Documents. Any indemnification obligation of any Seller to the contraryBuyer Indemnified Parties on the one hand, if at any time an or the Buyer to the Seller Indemnified Person shall have requested Parties on the Indemnifying Party other hand, pursuant to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party Article IX shall be liable for reduced by an amount equal to any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder indemnification recovery by such Indemnified Person unless (a) Parties pursuant to the other Ancillary Documents between the Parties to the extent that such settlement includes an unconditional release other indemnification recovery arises out of such Indemnified Person in form and substance satisfactory the same event or circumstance giving rise to such Indemnified Person from all liability on the claims that are indemnification obligation of the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts Sellers or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of faultBuyer, culpability or a failure to act by or on behalf of any Indemnified Personrespectively, hereunder.

Limitations. The Indemnifying Neither any Seller Indemnified Party nor the Purchaser Indemnified Party shall not have any liability for, or Losses be liable for deemed to include, any settlement special, punitive or exemplary damages, or any lost profits, whether in contract or tort, regardless of any Proceedings effected without its written consent (which consent whether the other Party shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent advised, shall have reason to know, or in fact shall know of the Indemnifying possibility of such damages suffered or incurred by any such Seller Indemnified Party or if there is a Final Order for the plaintiff Purchaser Indemnified Party in connection with this Agreement any of the other Transaction Documents or any of the transactions contemplated hereby or thereby, except to the extent any such Proceedingsdamages are actually paid to a Third Party in accordance with Section 7.3. Notwithstanding the foregoing, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything set forth in this Section 8 7.6 shall not apply to any claim for indemnification hereunder in the contrarycase of actual fraud, intentional misrepresentation, intentional wrongful acts, intentional breach, bad faith or willful misconduct. The aggregate amount of Losses for which the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to this Article VII will not exceed [***]. The Parties acknowledge and agree that (a) the Purchaser’s Losses, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigatingany, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by indemnifiable events under this Agreement will typically include Losses for Purchased Receivables that the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior Purchaser was entitled to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings receive in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release its ownership of such Indemnified Person in form and substance satisfactory the Purchased Receivables but did not receive timely or at all due to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation indemnifiable event and (b) does subject to this Section 7.6, the Purchaser shall be entitled to make indemnification claims for all such missing or delayed Purchased Receivables that the Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables as Losses hereunder (which claims shall be reviewed and assessed by the Parties in accordance with the procedures set forth in this ARTICLE VII), and such missing or delayed Purchased Receivables shall not include be deemed special, punitive or exemplary damages, or lost profits for any statement as to or any admission purpose of fault, culpability or a failure to act by or on behalf of any Indemnified Personthis Agreement.

Limitations. The Indemnifying Party Notwithstanding the foregoing, the Company shall not be liable obligated to deliver any Shares pursuant to the exercise of a Warrant and shall have no obligation to settle the Warrant exercise unless a registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), with respect to the Shares is effective and a current Prospectus is on file with the Commission. In the event that a registration statement with respect to the Shares underlying a Warrant is not effective under the Securities Act or a current Prospectus is not on file with the Commission, the holder of such Warrant, including for any settlement the avoidance of any Proceedings effected without its written consent (which consent doubt, the Sponsor Warrants, shall not be unreasonably withheld)entitled to exercise such Warrant. If Notwithstanding anything to the contrary in this Warrant Agreement, under no circumstances will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or Shares issued to, any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff registered holder in any state in which such Proceedingsexercise or issuance would be unlawful. For the avoidance of doubt, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions as a result of this Section 83.3.3, any or all of the Warrants may expire unexercised. Notwithstanding anything In no event shall the registered holder of a Warrant be entitled to receive any monetary damages if the Common Stock underlying the Warrants have not been registered by the Company pursuant to an effective registration statement or if a current Prospectus is available for delivery by the Warrant Agent, provided the Company has fulfilled its obligation to use its best efforts to effect such registration and ensure a current Prospectus is available for delivery by the Warrant Agent. Warrants may not be exercised by, or securities issued to, any registered holder in this Section 8 to any state in which such exercise would be unlawful. The shares of common stock issuable upon exercise of Sponsor Warrants shall be unregistered shares. In the contrary, if at any time an Indemnified Person shall have requested event that a registration statement is not effective for the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8exercised Warrants, the Indemnifying Party shall be liable purchaser of a unit containing such Warrant, will have paid the full purchase price for any settlement of any Proceedings effected without its written consent if (i) the unit solely for the shares included in such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personunit.

Limitations. The Indemnifying Party preparation and filing of a Registration Statement pursuant to this Section 4 and the offering, sale and delivery of Registrable Shares pursuant thereto shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations offollowing limitations: i. The Company shall be obligated to prepare, the provisions of file and cause to become effective only one Registration Statement pursuant to this Section 84. ii. Notwithstanding anything Only Earnout Shares, whether received by a Designated Stockholder from the Company upon original issue pursuant to the Merger Agreement or received by another Stockholder from a Designated Stockholder upon an assignment not involving a Public Offering, may be included in a Registration Statement filed pursuant to this Section 8 to the contrary4, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse and no sales of such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shares shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of Affected Stockholders under such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request Registration Statement prior to the date delivery to the Company of a certificate of the Affected Stockholders to such effect. iii. The proposed and actual filing by the Company of a Registration Statement pursuant to this Section 4 shall not entitle any Stockholder to registration rights pursuant to Section 3 herein. iv. The offering, sale and delivery of Registrable Shares pursuant to any Registration Statement filed pursuant to Rule 415 (relating to "shelf registration statements") of the Securities Act Rules under this Section 4 shall be suspended if, at the time of any offering, sale and delivery pursuant to a shelf registration statement, the Company has material inside information as to which it believes it has a valid business purpose in refraining from disclosing publicly for the time being and that current public disclosure of such settlementinformation would have a material adverse effect on the Company. The Indemnifying Party Such suspension period shall not, without commence upon notice by the prior written consent Company to the Affected Stockholders and shall continue until the earlier of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release the expiration of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and 60 days thereafter; (b) does the public announcement of such material inside information; or (c) the date on which the Company gives the Affected Stockholders notice that such suspension is no longer required; provided, however, that the same material inside information shall not include any statement as constitute a basis for continuation of this suspension period. v. The Company shall be obligated to or any admission maintain the effectiveness of fault, culpability or a failure Registration Statement filed pursuant to act by or on behalf Rule 415 (relating to "shelf registration statements") of any Indemnified Personthe Securities Act Rules under this Section 4 until the third anniversary of the effective date thereof and no longer.

Limitations. The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 herein to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party Buyer will not be required to reimburse such Indemnified Person for legal or other expenses in connection with investigatinghonor a Demand Notice pursuant to Section 5(a) hereof, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if if: (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of the Demand Notice, Buyer has effected two (2) registrations pursuant to Section 5(a); (ii) the registrable securities requested by ERT to be so registered do not have an anticipated gross aggregate offering price in excess of $500,000; (iii) such settlement. The Indemnifying Party request is received by the Buyer (A) less than one hundred twenty (120) days following the effective date of any previous registration statement filed in connection with a request under Section 5(a), or (B) less than ninety (90) days following the effective date of any previous registration statement filed in connection with a request under Section 5(c) below, regardless of whether ERT exercised its rights under this Agreement with respect to such registration; (iv) within ten (10) business days of receipt of a Demand Notice from ERT, the Buyer gives notice to ERT of Buyer’s intention to file a registration statement within sixty (60) days; (v) Buyer shall notfurnish to ERT a certificate signed by the Buyer’s chief executive officer stating that in the good faith judgment of the Board of Directors of Buyer, without it would not be in Buyer’s and its shareholders’ best interest for such registration statement to be effected at such time, in which event Buyer shall have the prior written consent right to defer such filing for a period of an Indemnified Person not more than one hundred twenty (which consent 120) days after receipt of the Demand Notice, provided that such right to delay such a request shall be granted exercised by Buyer not more than once in any twelve (12) month period; and provided further that Buyer shall not register any securities for its own account or withheld that of any other stockholder during such one hundred twenty (120) day period, other than pursuant to Section 5(a) hereof, on Forms ▇-▇, ▇-▇ or comparable registration statements, Form S-3 relating solely to dividends or interest reinvestment plans, and registrations that do not permit resales; (vi) Buyer furnishes to ERT a certificate signed by Buyer’s chief executive officer stating that in the Indemnified Partygood faith judgment of Buyer’s sole discretionBoard of Directors it would be materially detrimental to Buyer and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (A) require premature disclosure of material information that Buyer has a bona fide business purpose for preserving as confidential, (B) render Buyer unable to comply with requirements under the Securities Act or Securities Exchange Act of 1934 (the “Exchange Act”), effect or (C) impede, delay or interfere with any settlement financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving Buyer or any of its subsidiaries, in which event Buyer shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred twenty (120) days after the receipt of the Demand Notice by Buyer; provided, however, that Buyer may not invoke this right more than once in any twelve (12) month period; and provided further that Buyer shall not register any securities for its own account or that of any pending other stockholder during such one hundred twenty (120) day period other than pursuant to Section 5(a) hereof, on Forms ▇-▇, ▇-▇ or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form comparable registration statements, Form S-3 relating solely to dividends or interest reinvestment plans, and substance satisfactory to such Indemnified Person from all liability on the claims registrations that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does do not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personpermit resales.

Limitations. (a) Except for injunctive relief and similar equitable remedies and except for Damages relating to or arising out of (i) fraud or willful misrepresentation, or willful breach by Seller or any of the Shareholders, or (ii) any alleged breach of the Surviving Representations (collectively the “Excluded Damages”), recourse to the Escrow Fund in accordance with the provisions hereof and the Escrow Agreement shall be Buyer’s sole and exclusive remedy available only for Damages under Section 9.2 above; provided, however, that with respect to Excluded Damages, Buyer shall first seek to satisfy such Excluded Damages from the Escrow Fund and, if the Escrow Fund shall be insufficient to satisfy such Excluded Damages or shall have been released, then Buyer shall be entitled to seek recourse from other sources; and provided further, that Buyer shall be entitled to and shall first seek to satisfy Damages related to or arising from Seller’s failure to obtain third-party consents to assignment with respect to the contracts identified on Schedule 3.2(d) through a reduction of the Contingent Consideration payable under Section 3.2(d) by an amount equal to the amount of such Damages and, if the amount of the Contingent Consideration shall be insufficient to satisfy such Damages or shall have been released, then Buyer shall be entitled to seek recourse from the Escrow Fund, and if the Escrow Fund shall be insufficient or shall have been released, then Buyer shall be entitled to seek recourse from other sources. (b) Other than the Excluded Damages, no indemnification from the Escrow Fund with respect to any Damages otherwise payable under Section 9.2 above shall be payable until such time as all such indemnifiable Damages shall aggregate to more than $100,000, after which time the Escrow Fund shall be drawn upon for all indemnifiable Damages (including the first $100,000); provided, however, that the foregoing limitation shall not apply to Buyer’s reduction of the Contingent Consideration based on Damages related to or arising from Seller’s failure to obtain third-party consents to assignment with respect to the contracts identified on Schedule 3.2(d). (c) Any claims by Buyer against the Indemnifying Parties for any Damages other than fraud and willful misrepresentation shall not exceed, in the aggregate, the Purchase Price payable hereunder. (d) The Indemnifying Party Parties shall not be liable for any settlement Damages to the extent that such Damages have been otherwise recovered by Buyer or satisfied by any other Person including as a result of Buyer receiving or being reasonably able to receive compensation for such Damages pursuant to any Proceedings effected without its written consent (policy of insurance maintained by Buyer. Except for remedies available at law or in equity and except as specifically provided in this Agreement, indemnification under this Article IX is Buyer’s sole remedy for claims that may be based upon, arise out of or relate to this Agreement. Damages for which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party Parties shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior include special, incidental or punitive damages (except to the date of extent such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretionDamages are payable to a third party), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

Limitations. The Indemnifying (i) No amount shall be payable to a Buyer Indemnified Party shall not be liable for any settlement hereunder in satisfaction of any Proceedings effected without its written consent claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which consent time the Seller shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with indemnify the written consent of the Indemnifying Party or if there is a Final Order Buyer Indemnified Parties for the plaintiff full amount of all Losses in any respect of such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person claims from and against any and including the first dollar of all such Losses by reason of such settlement or judgment in accordance with, and but subject to the limitations ofother limitation contained herein; provided, however, that the provisions Threshold shall not apply to any Losses resulting from, arising out of this Section 8or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 8 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the contraryEmployees) pursuant to this Agreement, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person except for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such settlement is entered into more than 60 days after receipt by Seller at the Indemnifying Party of such request for reimbursement applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Indemnifying Party Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not have reimbursed exceed 100% of the amount actually received by such Indemnified Person in accordance with such request prior Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect and exclusive remedy for any settlement breach of any pending representation, warranty, covenant, or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as agreement pursuant to or in any admission way related to this Agreement. For purposes of faultclarity, culpability or a failure nothing in this Section shall limit Buyer’s right to act by or on behalf of any Indemnified Personseek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (a) The Indemnifying Party Purchaser Indemnified Parties shall not be liable entitled to recover for any settlement Losses pursuant to Section 7.2(a) hereunder, unless (i) each of such Losses exceeds Fifty Thousand Dollars ($50,000) (the “Minimum Amount”) and (ii) all such Losses (excluding Losses individually less than the Minimum Amount) in the aggregate exceed Six Million Seven Hundred Fifty Thousand Dollars ($6,750,000) (the “Purchaser Deductible Amount”), at which time Purchaser shall be entitled to be indemnified and compensated thereafter for all Losses (excluding Losses less than the Minimum Amount) in excess of the Purchaser Deductible Amount. Solely for purposes of determining the amount of Losses for which the Purchaser Indemnified Parties are entitled to be indemnified by Seller pursuant to Section 7.2 for a breach of, or inaccuracy in, any representation or warranty (including for determining whether a breach of a representation or warranty has occurred or an inaccuracy of any Proceedings effected without its written consent representation or warranty exists), any materiality or Material Adverse Effect standard contained in the applicable representation or warranty shall be disregarded. Absent fraud, in no event shall Seller’s actual cumulative liability for Losses pursuant to Section 7.2, excluding Losses relating to the Excluded Claims or Taxes, exceed Two Hundred Two Million, Five Hundred Thousand Dollars (which consent shall not be unreasonably withheld$202,500,000). If In no event shall Seller’s actual cumulative liability for all Losses hereunder, including liability for Losses relating to the Excluded Claims and Taxes, exceed the Purchase Price. Each Loss or right of indemnification under Section 7.8 for which any settlement Purchaser Indemnified Party is entitled to recovery shall be reduced by (i) the amount of any Proceeding is consummated insurance proceeds actually received by such Purchaser Indemnified Party (net of costs and expenses of collection) with respect to such Loss or right of indemnification and (ii) any indemnity, contribution or other similar payment that such Purchaser Indemnified Party received from any third party with respect to such Loss or right of indemnification. If Purchaser received any payment from Seller in respect of any Losses pursuant to Section 7.2 and Purchaser could have recovered all or part of such Losses from a third party (a “Potential Contributor”) based on the underlying Claim (other than for Taxes), at the written consent request of the Indemnifying Party or if there is a Final Order for Seller, Purchaser shall, to the plaintiff in extent permitted by applicable Legal Requirement and any contractual provision, assign such Proceedings, of its rights to proceed against the Indemnifying Party agrees Potential Contributor as are necessary to indemnify and hold harmless each Indemnified Person permit Seller to recover from and against any and all Losses by reason the Potential Contributor the amount of such settlement or judgment in accordance with, and subject payment. (b) In determining the amount of Losses for which any Seller Indemnified Party is entitled to the limitations be indemnified by Purchaser pursuant to Section 7.3 for a breach of, or inaccuracy in, any representation or warranty (including for determining whether a breach of a representation or warranty has occurred or an inaccuracy of any representation or warranty exists), any materiality standard contained in the provisions applicable representation or warranty shall be disregarded. Each Loss or right of indemnification pursuant to Section 7.8 for which any Seller Indemnified Party is entitled to recovery shall be reduced by (i) the amount of any insurance proceeds actually received by such Seller Indemnified Party (net of costs and expenses of collection) with respect to such Loss or right of indemnification and (ii) any indemnity, contribution or other similar payment that such Seller Indemnified Party received from any third part with respect to such Loss or right of indemnification. (c) Notwithstanding any other provision of this Section 8. Notwithstanding anything in this Section 8 Agreement to the contrary, if at any time an Indemnified Person in no event shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal Losses include a party’s incidental or other expenses in connection with investigating, responding to consequential damages or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted special or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory punitive damages to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personparty.

Limitations. The Indemnifying Party (a) In no event shall KO be liable for indemnification pursuant to Section 10.2(d) unless and until the aggregate of all Damages with respect to Section 10.2(d) that are imposed on or incurred by the Monster Indemnified Parties exceeds $8,000,000 (the “KO Deductible Amount”), in which event the Monster Indemnified Parties shall only be entitled to indemnification for all Damages in excess of the KO Deductible Amount. Notwithstanding the foregoing, KO shall not be required to make payments for indemnification pursuant to Section 10.2(d) in an aggregate amount in excess of $60,000,000. (b) In no event shall Monster and NewCo be liable for any settlement indemnification pursuant to Section 10.3(d) unless and until the aggregate of any Proceedings effected without its written consent all Damages with respect to Section 10.3(d) that are imposed on or incurred by KO Indemnified Parties exceeds $2,000,000 (the “Monster Deductible Amount”), in which consent event KO Indemnified Parties shall only be entitled to indemnification for all Damages in excess of the Monster Deductible Amount. Notwithstanding the foregoing, Monster and NewCo shall not be unreasonably withheld). If any settlement required to make payments for indemnification pursuant to Section 10.3(d) in an aggregate amount in excess of $15,000,000. (c) In calculating amounts payable to an Indemnified Party hereunder, the amount of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party indemnified Damage shall be liable for any settlement determined without duplication of any Proceedings effected without its written consent if other Damage for which an indemnification claim has been made under any other representation, warranty, covenant or agreement (including any representation, warranty, covenant or agreement in the Transaction Agreement). (d) The amount of any Damage for which indemnification is provided under Section 10.2 or Section 10.3 shall be net of (i) any amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any Third Party and (ii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such settlement Damage. If the amount to be netted hereunder from any payment required under Section 10.2 or Section 10.3 is entered into more than 60 days determined after receipt payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 10.6(d), the Indemnified Party shall repay to the Indemnifying Party, promptly after such request for reimbursement and (ii) determination, any amount that the Indemnifying Party shall would not have reimbursed had to pay pursuant to this Section 10.6(d) had such Indemnified Person in accordance with such request prior to determination been made at the date time of such settlement. The Indemnifying Party shall notpayment. (e) For purposes of Section 10.2 and Section 10.3, without the prior written consent any qualification in any representation or warranty as to materiality, KO Material Adverse Effect or Monster Material Adverse Effect will be taken into account for purposes of an Indemnified Person (which consent shall be granted determining whether such representation or withheld warranty has been breached, but in the Indemnified Party’s sole discretion), effect any settlement of any pending event that such representation or threatened Proceedings in respect of which indemnity warranty has been sought hereunder by determined to have been breached, such Indemnified Person unless (a) qualification will thereafter be disregarded for purposes of determining the amount of indemnified Liabilities arising from such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personbreach.

Limitations. The Indemnifying Party shall not be liable for any settlement 7.4.1 Where the Chargor is under an obligation to use its reasonable endeavours to obtain an acknowledgment of any Proceedings effected without its written consent a notice pursuant to paragraph 7.2.1 (which consent shall not be unreasonably withheld). If any settlement Bank Accounts) in respect of any Proceeding is consummated with the written consent an Account or paragraph 7.3.2 (Intra-Group Loan Agreements and Hedging Agreements) in respect of a Hedging Agreement and, within 20 Business Days of service of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedingsrelevant notice, the Indemnifying Party agrees Chargor, having used its reasonable endeavours, has not been able to indemnify and hold harmless each Indemnified Person obtain an acknowledgement, its obligation to obtain an acknowledgement shall cease on the expiry of that 20 Business Day period. 7.4.2 Notwithstanding any other provision of this Debenture, where an asset is subject to a third party arrangement (permitted by the Secured Debt Documents) which prevents it from and against any and all Losses by reason of such settlement or judgment in accordance with, and being subject to the limitations ofSecurity created hereunder, the Chargor shall (in the case of any Intra-Group Loan Agreement) or shall use reasonable commercial endeavours (in the case of any other asset) (without incurring disproportionate costs (in the opinion of the Security Agent, acting reasonably)) to obtain any consents necessary to remove any restriction on the creation of Security to enable the assets of the Chargor to be the subject of the relevant Security pursuant to this Debenture, unless (other than in the case of any Intra-Group Loan Agreement) it would, in the reasonable opinion of the Chargor, be commercially prejudicial to do so. Other than in the case of any Intra-Group Loan Agreement, if the Chargor, having used its reasonable endeavours, has not been able to obtain such consent or remove such restriction, its obligation to do so shall cease after a 20 Business Day period. 7.4.3 To the extent the required consent or removal of a restriction referred to in paragraph 7.4.2 above cannot be secured, the Security created pursuant to this Debenture will constitute security over all damages, compensation, remuneration, profit, rent or income which it may derive from that asset or document or be awarded or entitled to in respect of that asset or document until the Chargor obtains the required consent or satisfies the relevant condition. If an Acceleration Event has occurred and is continuing, all monies received in respect of such damages, compensation, remuneration, profit or income shall be paid to the Security Agent or to its order (or, if not paid to the Security Agent or to its order, shall be held on trust for the Security Agent). Immediately upon obtaining any such consent or removing any such restriction, the asset concerned will become subject to that Security and the Chargor shall promptly deliver a copy of such consent or evidence of such removal to the Security Agent. 7.4.4 Notwithstanding any other provision of this Debenture, perfection of Security created or purported to be created pursuant to this Debenture over any Hedging Agreements or Accounts, including delivery of any notices, will not be required if to do so would materially impact the ability of the Chargor to conduct its operations and business in the ordinary course or prevent the Chargor from using the relevant asset in the course of its business as permitted by the Secured Debt Documents, provided that where perfection has been delayed, the relevant Security shall be perfected as soon as reasonably practicable following the occurrence of an Acceleration Event. 7.4.5 For the avoidance of doubt, the provisions of this Section 8. Notwithstanding anything in this Section 8 Clause 7.4 do not apply to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party security provided over Shares pursuant to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if Clause 3.1.1 (iSpecific Security) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and 7.1 (iiTitle Documents) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personabove.

Limitations. The Indemnifying Party (i) If any Order covering a one month period is for a quantity greater than the quantity for such period as provided in the Forecast Schedule in which that month was the fourth month of the previous such forecast ("Forecast Quantity"), Gilead shall not be liable obligated to supply Eyetech with any quantities that are in excess of [**] percent ([**]%) of the Forecast Quantity, with any amounts in such Order in excess of such amount being the "Excess Amount", unless mutually agreed in writing by Gilead and Eyetech. If Eyetech submits an Order that includes an Excess Amount, then promptly after Eyetech receives Gilead's response to Eyetech's Order that includes such Excess Amount, Gilead and Eyetech shall discuss the possibility of Gilead supplying Eyetech with all or a portion of such Excess Amount. If discussion is required on the amount or timing of production and delivery, then the relevant planning personnel from both parties will agree upon and confirm any agreed amended forecast within three Business Days of Gilead's first receipt of the relevant Forecast Schedule. (ii) If any Order covering any one month period would make the total Orders for any settlement of any Proceedings effected without its written consent such calendar year exceed the applicable Order Limit (which consent as defined in Section 2.3(a)), Gilead shall not be unreasonably withheld)obligated so supply Eyetech with any portion of such Order that would cause such Order Limit to be exceeded. If any settlement Eyetech submits an Order that if fulfilled would cause the Order Limit to be exceeded for such calendar year, then promptly after Eyetech receives Gilead's response to such Order, Gilead and Eyetech shall discuss the possibility of any Proceeding is consummated Gilead supplying Eyetech with the written consent of the Indemnifying Party all or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason portion of such settlement Excess Amount. (iii) If Gilead rejects any Order(s) or judgment in accordance with, and subject to the limitations of, the provisions any portion(s) of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (iOrder(s) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall notthis Section 2.4(f), without the prior written consent of an Indemnified Person (which consent then Eyetech's Annual Minimum Percentage obligation shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement limited to purchasing a quantity of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims Product that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as is equal to or any admission greater than the Annual Minimum Percentage of fault, culpability Eyetech's Orders excluding such Order(s) or a failure to act by or on behalf portion(s) of any Indemnified PersonOrder(s).

Limitations. The Indemnifying Party shall not be liable for (a) Notwithstanding any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the other provisions of this Section 8. Notwithstanding anything in this Section 8 Agreement to the contrary, if no claim may be made by any Parent Indemnified Party for indemnification for any Warranty Breach (other than a claim arising from any breach or inaccuracy of any of the Fundamental Representations, fraud or intentional misrepresentation) unless and until the aggregate amount of Losses for which the Indemnified Parties seek to be indemnified pursuant to Section 10.2(a) exceeds Twenty Thousand Dollars ($20,000), at which time the Parent Indemnified Parties shall be entitled to indemnification for the amount of Losses that exceeds such amount. Notwithstanding any time other provision of this Agreement to the contrary, for purposes of determining the Support Agreement Securityholders’ liability to the Parent Indemnified Parties and whether the foregoing threshold has been exceeded, Losses shall be deemed not to include a Loss or Losses from any individual claim or series of related claims for indemnification in an Indemnified Person shall have requested amount of less than Five Thousand Dollars ($5,000) (other than a claim arising from any breach or inaccuracy of any of the Indemnifying Party Fundamental Representations, fraud or intentional misrepresentation). (b) Notwithstanding any other provisions of this Agreement to reimburse such Indemnified Person contrary, except for legal (i) breaches of the Fundamental Representations, (ii) fraud, or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8(iii) intentional misrepresentation, the Indemnifying Party aggregate amount for which the Support Agreement Securityholders shall be liable to the Parent Indemnified Parties for all Losses for Warranty Breaches shall not exceed twenty-five percent (25%) of the Net Closing Date Consideration; provided, that, the aggregate amount for which the Support Agreement Securityholders shall be liable to the Parent Indemnified Parties for all Losses for breaches of Fundamental Representations shall not exceed one hundred percent (100%) of the Net Closing Date Consideration. (c) Notwithstanding anything to the contrary in this Agreement, the Support Agreement Securityholders shall not have any liability to any Parent Indemnified Party if any Tax attributes of the Company or any Subsidiary (including, but not limited to, net operating loss carryovers, capital loss carryovers, adjusted basis or credits) are not available to the Company, any Subsidiary, Parent, or any of their Affiliates for any settlement taxable period. (d) In no event shall any Indemnifying Party be responsible and liable for any Losses or other amounts under this Agreement that are consequential, in the nature of lost profits, diminution in value, damage to reputation or the like, special or punitive or otherwise not actual Losses. Parent shall (and shall cause the Company and any Subsidiary to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Losses for which indemnification is provided to any Parent Indemnified Party. The amount of any Proceedings effected without its written consent if Losses for which indemnification is provided under this Agreement shall be reduced by any related recoveries to which the Indemnified Party is entitled under insurance policies. (e) Any Support Agreement Securityholder that elected to receive Stock Consideration may, in his sole discretion, satisfy all or a portion of his obligations under this Article X by delivering to Parent a number of shares of Parent Common Stock with a value equal to the amount thereof. For this purpose, the “value” of any shares of Parent Common Stock delivered in satisfaction of an indemnity claim shall be the greater of (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement Two Dollars ($2.00) per share and (ii) the Indemnifying Party shall not have reimbursed average of the last reported sales price per share (or in the absence of a last reported sales price, the average of the Closing Price) of Parent Common Stock over the ten (10) consecutive trading days ending two trading days before such Indemnified Person shares are delivered to Parent as provided above (subject to equitable adjustment in accordance with such request prior to the date event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock since the beginning of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person ten (which consent shall be granted or withheld in the Indemnified Party’s sole discretion10) day period), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder multiplied by such Indemnified Person unless (a) such settlement includes an unconditional release the number of such Indemnified Person in form and substance satisfactory shares of Parent Common Stock delivered to such Indemnified Person from all liability on Parent to satisfy the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personindemnification claim.

Limitations. (a) The Indemnifying Party Indemnitor shall be obligated to indemnify the Indemnitee only when the sum of: (i) the aggregate of all Identified Environmental Liabilities paid by Purchaser and Y2K Liabilities paid by Purchaser and (ii) the aggregate of all other Losses suffered or incurred by the Indemnitee as to which a right of indemnification is provided under this Article 14 exceeds One Million Five Hundred Thousand Dollars ($1,500,000) (the "Threshold Amount"). After the aggregate of all Losses suffered or incurred by the Indemnitee exceeds the Threshold Amount, the Indemnitee shall be obligated to indemnify the Indemnitee for all such Losses in excess of the Threshold Amount. In no event shall the aggregate liability of Seller, or the aggregate liability of Purchaser, under this Article 14 exceed Fifty Million Dollars ($50,000,000) (the "Maximum Amount"). Notwithstanding the above, (i) neither of the Threshold Amount nor the Maximum Amount limitations shall apply to the indemnification rights of the parties hereto for Losses resulting from those liabilities described in Sections 14.1(c) and 14.2(c) and the payment of such amounts by the Indemnitor shall not count toward the calculation of the Maximum Amount of the Indemnitor and (ii) the Maximum Amount limitations shall not apply to the indemnification rights of the parties hereto for Losses resulting from those liabilities described in Section 14.1(d) and the payment of such amounts by the Indemnitor shall not count toward the calculation of the Maximum Amount of Indemnitor. (b) The Indemnitor shall not be liable for any settlement Losses in excess of the actual Losses suffered by the Indemnitee as a result of the act, circumstance, or condition for which indemnification is sought net of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If insurance proceeds received by the Indemnitee or any settlement of any Proceeding is consummated with tax benefits realized by the written consent Indemnitee as a result of the Indemnifying Party or if there Losses for which indemnification is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personclaimed.

Limitations. The Indemnifying Party (i) Each Option shall be designated in the Award Agreement as either an Incentive Stock Option or a Nonqualified Stock Option. Any Option designated as an Incentive Stock Option: (A) shall not have an aggregate Fair Market Value (determined for each Incentive Stock Option at the Date of Grant) of Shares with respect to which Incentive Stock Options are exercisable for the first time by the Grantee during any calendar year (under the Plan and any other employee stock option plan of the Company or any Parent or Subsidiary (“Other Plans”)), determined in accordance with the provisions of Section 422 of the Code, that exceeds $100,000 (the “$100,000 Limit”); (B) shall, if the aggregate Fair Market Value of Shares (determined on the Date of Grant) with respect to the portion of such grant that is exercisable for the first time during any calendar year (“Current Grant”) and all Incentive Stock Options previously granted under the Plan and any Other Plans that are exercisable for the first time during a calendar year (“Prior Grants”) would exceed the $100,000 Limit, be liable exercisable as follows: (1) The portion of the Current Grant that would, when added to any Prior Grants, be exercisable with respect to Shares that would have an aggregate Fair Market Value (determined as of the respective Date of Grant for such Options) in excess of the $100,000 Limit shall, notwithstanding the terms of the Current Grant, be exercisable for the first time by the Grantee in the first subsequent calendar year or years in which it could be exercisable for the first time by the Grantee when added to all Prior Grants without exceeding the $100,000 Limit; and (2) If, viewed as of the date of the Current Grant, any settlement portion of any Proceedings effected without its written consent (which consent shall a Current Grant could not be unreasonably withheld). If any settlement of any Proceeding is consummated with exercised under the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the preceding provisions of this Section 86(a)(i)(B) during any calendar year commencing with the calendar year in which it is first exercisable through and including the last calendar year in which it may by its terms be exercised, such portion of the Current Grant shall not be an Incentive Stock Option, but shall be exercisable as a separate Option at such date or dates as are provided in the Current Grant. (ii) No Employee shall be granted, in any fiscal year of the Company, Options to purchase more than 4,000,000 Shares. Notwithstanding anything The limitation described in this Section 8 to the contrary, if at any time an Indemnified Person 6(a)(ii) shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses be adjusted proportionately in connection with investigatingany change in the Company’s capitalization as described in Section 11 of the Plan. If an Option is canceled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 11 of the Plan), responding to or defending any Proceedings as contemplated by the canceled Option will be counted against the limitation described in this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion6(a)(ii), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

Limitations. The Indemnifying Party (a) Except as expressly permitted by this Section 9.16, the Company shall not be liable and shall not permit any of its Subsidiaries to (i) declare, pay or set apart for payment any settlement dividend or make any distribution on, or directly or indirectly purchase, redeem or discharge any mandatory redemption, sinking fund or other similar obligation in respect of any Proceedings effected without its written consent other stock of the Company ranking on a parity with the Shares as to dividends or liquidation rights (which consent shall not be unreasonably withheldcollectively, “Parity Securities”). If any settlement , or in respect of any Proceeding warrants, rights or options exercisable for or convertible into any such Parity Securities or (ii) declare, pay or set apart for payment any dividend or make any distributions on, or, directly or indirectly, purchase, redeem or satisfy any such mandatory redemption, sinking fund or other similar obligation in respect of any stock of the Company ranking junior to the Shares as to dividends or liquidation rights (collectively, “Junior Securities”), or in respect of any warrants, rights or options exercisable for or convertible into any Junior Securities; provided, however, that (A) with respect to dividends and distributions, payments may be made or amounts set aside for payment of dividends on Parity Securities if prior to or concurrently with such payment or setting apart for payment, all accrued and unpaid dividends on the Shares not paid on the dates upon which such payment is consummated due hereof (including Additional Dividends) shall have been or shall be paid; (B) with respect to any purchase, redemption or retirement of Parity Securities, Shares shall be redeemed so that the written number of Shares and Parity Securities so purchased or redeemed shall bear to each other the same ratio that the liquidation preference of the Shares and the liquidation preference of such Parity Securities shall bear to each other; and (C) dividends and distributions may be made or set aside for payment in respect of any Junior Securities or redemptions, repurchases or retirements of any Junior Securities may be made if (x) the Company, prior to making such dividends or distributions in respect of any Junior Securities, has paid in cash all accrued dividends on the Shares and is not then in arrears on payment of any dividends on the Shares or (y) the Conversion Trigger Event has occurred. In addition, notwithstanding the foregoing, the Company will be permitted to (1) pay dividends and distributions in respect of capital stock in the form of Junior Securities and dividends and distributions in respect of Parity Securities in the form of Parity Securities; (2) pay dividends or make other distributions in respect of any capital stock if at the time of declaration of such dividend or distribution the Company could have made such payment in compliance with this Section 9.16; (3) exchange or replace Junior Securities with other Junior Securities or other Parity Securities with Parity Securities or Junior Securities; and (4) make payments to redeem, repurchase or acquire for value Junior Securities or Parity Securities or options in respect thereof, in each case in connection with any repurchase, cash settlement, put or call provisions under employee stock option, management subscription, retained share or stock purchase agreements or other agreements to compensate employees, including in respect of restricted stock awards. (b) So long as any Shares are outstanding and unless the vote or consent of the Indemnifying Party holders of a greater number of Shares shall then be required by law, except as otherwise provided in the Certificate of Incorporation, the Company shall not amend the Company Charter without the approval, by vote or written consent, by the holders of at least two-thirds of the then outstanding Shares if there is a Final Order such amendment would amend any of the rights, preferences, privileges of or limitations provided for herein for the plaintiff benefit of any Shares so as to affect such holders adversely. Without limiting the generality of the preceding sentence, the Company will not amend the Certificate of Incorporation without the approval by the holders of at least two-thirds of the then outstanding Shares if such amendment would: (i) change the relative seniority rights of the holders of the Shares as to the payment of dividends in relation to the holders of any other capital stock of the Company, or create any other class or series of capital stock entitled to (a) seniority as to liquidation preferences or dividend, repurchase or redemption rights, or (b) parity as to liquidation preferences or dividend, repurchase or redemption rights, in each case in relation to the holders of the Shares; (ii) reduce the amount payable to the holders of the Shares upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, or change the relative seniority of the liquidation preference of the holders of the Shares to the rights upon liquidation of the holders of other capital stock of the Company, or change the dividend or redemption rights of the holders of the Shares; (iii) cancel or modify the rights of the holders of the Shares with respect to redemption, conversion, anti-dilution, priority upon liquidation or dissolution or voting rights or under this Section 9.16; (iv) increase or decrease (other than by redemption or purchase and any subsequent filing in connection therewith) the authorized number of Shares; (v) allow for the issuance of any Parity Securities, provided, however, that Parity Securities may be issued without such approval solely to finance (1) an investment by the Company or any Subsidiary of the Company in any other person pursuant to which such Proceedingsperson shall become a Subsidiary of the Company or any Subsidiary of the Company, or shall be merged with or into the Company or any Subsidiary of the Company, or (2) the acquisition by the Company or any Subsidiary of the Company of the assets of any person which constitute all or substantially all of the assets of such person or comprises any division or line of business of such person or any other properties or assets of such person acquired outside of the ordinary course of business; provided that, in each case, such issuance is to a person or persons having a direct or indirect beneficial interest in the person or assets so acquired by the Company or any Subsidiary of the Company or to refinance debt or preferred stock incurred or assumed in connection with an acquisition described in clause (1) or (2) above so long as the initial liquidation preference of any such Parity Securities (exclusive of accrued or pay-in-kind dividends thereon after issuance, which shall be permitted) does not exceed in the aggregate the Japanese yen equivalent of $25 million at the time of such issuance; or (vi) allow for the issuance of any capital stock of the Company ranking prior in right of payment as to dividends or upon liquidation, dissolution or winding-up of the Company (“Senior Securities”). (c) So long as any of the Shares are outstanding and unless the vote or consent of the holders of a greater number of Shares shall then be required by law, the Indemnifying Party agrees consent of the holders of two-thirds of all of the outstanding Shares (given in person or by proxy, either by written consent pursuant to indemnify the JCL or by a vote at an extraordinary meeting of stockholders called for such purpose or at any annual meeting of stockholders, with the holders of Shares voting as a class and hold harmless with each Indemnified Person from and against Share having one vote) shall be required prior to the sale, lease or conveyance of all or substantially all of the Company’s assets or the merger or consolidation of the Company with or into any and all Losses by reason other entity if as a result of such settlement transaction the Shares would be cashed out for less than 100% of the Liquidation Preference of such Share plus any accrued and unpaid dividends (including Additional Dividends)), or judgment as a result of which the Shares would continue in accordance withexistence (either as stock in the Company or in the surviving company in a merger or in any parent company of the Company or such surviving corporation) but with an adverse alteration in its specified designations, rights, preferences or privileges, including the rights set forth in Sections 9.11 through 9.22 of this Agreement. (d) Nothing herein contained shall be construed so as to require a class vote or the consent of the holders of the outstanding Shares (i) in connection with any increase in the total number of authorized shares of Common Stock, or (ii) in connection with the authorization or increase of any class or series of Junior Securities. (e) The limitations stated in this Section 9.16 shall not apply if, at or prior to the time when the distribution, payment, purchase, redemption, discharge, conversion, exchange, amendment, alteration, repeal, issuance, sale, lease, conveyance, merger or consolidation is to occur, as the case may be, provision is made for the redemption or reacquisition of all Shares at the time outstanding. Nothing herein contained shall in any way limit the right and power, subject to the limitations ofset forth herein, of the provisions Company to issue the presently authorized but unissued shares of this Section 8. Notwithstanding anything in this Section 8 its capital stock, or bonds, notes, mortgages, debentures, and other obligations, and to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party incur indebtedness to reimburse such Indemnified Person for legal or banks and to other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personlenders.

Limitations. The Indemnifying (a) An indemnifying Party will not have liability under Section 11.1(i) or Section 11.2(i), as the case may be, unless the claim exceeds the Threshold, and until the aggregate amount of liability actually incurred by the Indemnified Party with respect to all Purchaser Indemnity Claims or Seller Indemnity Claims (in each case that exceed the Threshold, if applicable), as the case may be, exceeds one and a half percent (1.5%) of the Purchase Price (the “Basket”), in which event, the indemnifying Party will be required to pay the entire amount of such Purchaser Indemnity Claims or Seller Indemnity Claims in excess of the Basket. In addition to the foregoing, except as set forth in Section 11.5(b), the maximum aggregate amount for which indemnification with respect to Section 11.1(i) may be sought will be 50% of the Purchase Price (“Seller’s Cap”) and the maximum aggregate amount for which indemnification with respect to Section 11.2(i) may be sought will be 50% of the Purchase Price (“Purchaser’s Cap”); provided, however, (i) Seller’s obligation to indemnify Purchaser for any Pre-Closing Environmental Liability shall not be liable subject to the Threshold or Basket, (ii) Seller’s obligation to indemnify Purchaser for any settlement of Losses under this Article XI with respect to any Proceedings effected without its written consent (which consent Pre-Closing Environmental Liability shall not be unreasonably withheld). If any settlement subject to Seller’s Cap and shall be limited only (x) to the extent Purchaser contributed to or exacerbated the condition or circumstance forming the basis of such Losses which are not caused by Purchaser or its Affiliates and (y) to the most cost-effective, remedial alternative that is protective of human health and the environment and is consistent with and meets the requirements of any Proceeding is consummated with applicable Environmental Law and any Governmental Authority based upon the written consent use of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedingsproperty as industrial property, the Indemnifying Party agrees (iii) Seller’s obligation to indemnify and hold harmless each Indemnified Person from and against Purchaser for any and all Losses by reason of such settlement or judgment in accordance withunder this Article XI with respect to any Retained Taxes shall not be subject to Seller’s Cap, and (iv) Seller’s obligation to indemnify Purchaser for any Losses under this Article XI with respect to any Excluded Liabilities shall not be subject to the limitations of, Threshold or Basket or Seller’s Cap; and (v) Seller’s obligation to indemnify Purchaser for any Losses arising out of the provisions breach of any covenants of Seller contained herein shall not be subject to the Threshold or Basket or Seller’s Cap; and further provided that Purchaser’s obligation to indemnify Seller for any Assumed Environmental Liability shall not be subject to the Threshold or Basket or Purchaser’s Cap; (ii) Purchaser’s obligation to indemnify Seller for any Losses under this Section 8. Article XI with respect to any Assumed Liabilities shall not be subject to the Threshold or Basket or Purchaser’s Cap; and (iii) Purchaser’s obligation to indemnify Seller for any Losses arising out of the breach of any covenants of Purchaser contained herein shall not be subject to the Threshold or Basket or Purchaser’s Cap. (b) Notwithstanding anything in this Section 8 to the contrarycontrary contained herein, if at no Seller Party nor any time an Indemnified Person of their respective Affiliates shall have requested any liability under this ARTICLE XI for any Purchaser Indemnity Claim to the Indemnifying Party to reimburse such Indemnified Person for legal extent arising out of or other expenses in connection with investigatingany action (whether the taking of soil or groundwater samples or otherwise) prohibited by Section 8.3, responding to whether by Purchaser or defending any Proceedings as contemplated by this Section 8other Person, including any subsequent owner or operator of any part of the Indemnifying Party shall Business. (c) The amount for which indemnification may be liable sought for any settlement of any Proceedings effected without its written consent if Purchaser Indemnity Claim or Seller Indemnity Claim shall (i) such settlement is entered into more than 60 days after receipt be net of any amounts recovered or recoverable by the Indemnifying Indemnified Party or an Affiliate of such request for reimbursement the Indemnified Party under applicable insurance policies or otherwise, and (ii) be (A) reduced to take into account any net Tax benefit realized by the Indemnifying Indemnified Party arising from the incurrence or payment of amounts for which indemnification is claimed and (B) increased to take into account any net Tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (including any Tax resulting from the payment under this subclause (B)). In computing the amount of any such Tax or Tax benefit, the Indemnified Party shall not be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnity payment hereunder or incurring or paying any indemnified claim. Any indemnity payment hereunder shall initially be made without regard to this Section 11.5(c) and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For the purposes of this Agreement, an Indemnified Party shall be deemed to have reimbursed “actually realized” a net Tax cost or a net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Person in accordance with Party is increased above or reduced below (including the receipt by any Indemnified Party of a refund of Taxes), as the case may be, the amount of Taxes that such request prior Indemnified Party would be required to pay but for the date receipt or accrual of the indemnity payment or the incurrence or payment of such settlement. The Indemnifying Party indemnified claim. (d) No claims for Indemnification shall notinclude indirect, without consequential, punitive, special or exemplary damages or any claim for a multiplier effect or any capitalization of out-of-pocket expenses or lost profits, provided, however, that the prior written consent of an Indemnified Person (which consent foregoing shall not be granted or withheld in construed to preclude recovery by the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings Party in respect of which indemnity Losses directly incurred from Third-Party Claims. Both Parties shall use commercially reasonable efforts to mitigate their damages. No Indemnified Party shall be indemnified under this ARTICLE XI for any matter to the extent that such Indemnified Party has been sought hereunder by compensated for such Indemnified Person unless matter pursuant to the Purchase Price adjustment contained in Section 3.1. (ae) such settlement includes an unconditional release The Parties agree that, following the Closing, the indemnification and other provisions set forth in this ARTICLE XI will be the sole and exclusive remedy of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability Purchaser against Seller, on the claims one hand, and of Seller against Purchaser, on the other hand, arising out of this Agreement; provided, however, that are this Section 11.5(d) shall not preclude a Party from bringing an action for specific performance or other equitable remedy to require a Party to perform its obligations under this Agreement or any agreement referenced herein. Notwithstanding the subject matter of such Proceedings without foregoing, nothing herein will eliminate the payment by any Indemnified Person availability to the Parties of any amounts equitable remedies with respect to any dispute that may arise under this Agreement or the imposition of limit any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personclaim based upon fraud.

Limitations. The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 herein to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses parties agree as follows: (a) In the event that in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8an underwritten public offering, the Indemnifying Party managing underwriter(s) shall in good faith impose a limitation on the number of securities which may be liable included in such Registration for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party marketing purposes, AMG shall not be required to register Registrable Securities in excess of such request for reimbursement and (ii) limitation, provided that the Indemnifying Party shall not have reimbursed reduction in the number of securities included in such Indemnified Person in accordance Registration to comply with such request limitation is imposed pro rata (based on the relative number of securities sought to be included in such Registration) with respect to all securities the holders of which have a contractual, incidental right ("piggy-back right") to include such securities in the Registration and as to which registration has been requested pursuant to such right (it being understood that such limitation may be imposed as to all securities the holders of which have a piggy-back right prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and limitation on securities the holders of which have a right to cause the Company to effect a Registration ("demand right")). (b) does If requested in writing by the managing underwriter(s), if any, of any underwritten public offering of AMG Stock, each Limited Partner and Employee Stockholder agrees not include to offer, sell, contract to sell or otherwise dispose of any shares of AMG Stock except as part of such underwritten public offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering. (c) Following the effectiveness of a Registration (including, without limitation a Registration for sale on a delayed or continuous basis under Rule 415 under the Securities Act), each Limited Partner and Employee Stockholder agrees not to effect any sales of AMG Stock after they have received notice from the Company to suspend sales as a result of the commencement any Suspension Period (as defined below). Each Limited Partner and Employee Stockholder may recommence effecting sales of AMG Stock following further notice to such effect from the Company, which notice shall be given by the Company not later than five (5) business days after the conclusion of any such Suspension Period. For purposes hereof, a "Suspension Period" shall mean the pendency or occurrence of an event that would make it impractical or inadvisable (i) to cause a registration statement to remain in effect or (ii) to permit the sale of AMG Stock by Limited Partners or Management Employees of the Partnership and by limited partners and employee stockholders of other partnerships of which AMG is the general partner generally (without prejudice to any particular Limited Partner or Management Employee), and shall include, without limitation, pending negotiations relating to, or consummation of, a transaction or the pendency or occurrence of any other event that would require additional disclosure of material information by AMG in a registration statement, as to which AMG has a bona fide business purpose for preserving confidentiality or any admission of fault, culpability or a failure which renders the AMG unable to act by or on behalf of any Indemnified Personcomply with applicable legal requirements.

Limitations. The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 herein to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses parties agree as follows: (a) In the event that in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8an underwritten public offering, the Indemnifying Party managing underwriter(s) shall in good faith impose a limitation on the number of securities which may be liable included in such Registration for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party marketing purposes, AMG shall not be required to register Registrable Securities in excess of such request for reimbursement and (ii) limitation, provided that the Indemnifying Party shall not have reimbursed reduction in the number of securities which may be included in such Indemnified Person in accordance Registration to comply with such request limitation is imposed pro rata (based either on relative number of securities held or relative number of securities sought to be included in such Registration) with respect to the Holders and all managers of companies providing Investment Management Services in which AMG may invest after the date hereof and which have so-called incidental or piggyback registration rights (it being understood that such limitation may be imposed as to all holders of such securities and the Holders prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and limitation on other holders of AMG securities). (b) does not include any statement as to or any admission of faultIf requested in writing by the managing underwriter(s), culpability or a failure to act by or on behalf if any, of any Indemnified Personunderwritten public offering of AMG Stock, each Limited Partner agrees not to offer, sell, contract to sell or otherwise dispose of any shares of AMG Stock except as part of such underwritten public offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering. (c) Following the effectiveness of a Registration (including, without limitation a Registration for sale on a delayed or continuous basis under Rule 415 under the Securities Act), each Holder agrees not to effect any sales of AMG Stock after they have received notice from AMG to suspend sales as a result of the commencement any Suspension Period. Each Holder may recommence effecting sales of AMG Stock following further notice to such effect from AMG. For purposes hereof, a "Suspension Period" shall mean the pendency or occurrence of an event that would make it impractical or inadvisable (i) to cause a Registration Statement to remain in effect or (ii) to permit the sale of AMG Stock by Holders, and shall include, without limitation, pending negotiations relating to, or consummation of, a transaction or the pendency or occurrence of any other event that would require additional disclosure of material information by AMG in a registration statement.

Limitations. a. Bidding for participation in the VEOP will commence within thirty (30) days following the Merger Completion Date. The Indemnifying Party bidding will be open for a minimum of thirty (30) days, and, at US Airways’ discretion, may be extended up to forty- five (45) days; b. Any Flight Attendant who participates in the VEOP shall not be liable eligible for any settlement other form of severance (other than as described in Paragraph 2.a, above) and shall be permanently separated from employment with US Airways; c. A Flight Attendant’s separation from employment pursuant to the VEOP is “voluntary” and the Company will contest claims for unemployment benefits filed by Flight Attendants who participate in the VEOP; d. A Flight Attendant who incurs more than one sick occurrence per each ninety (90) day period (cumulative) after the award and prior to release may be considered as “claiming excessive sick” and may be denied the severance payment of $40,000 and will separate under the VEOP as requested. In the event the Company believes that a Flight Attendant who has been awarded the VEOP has, under the above guidelines, “claimed excessive sick” as it pertains to the VEOP, the Company will notify the applicable LEC President. Any extraordinary cases occurring during the period of the VEOP award date and the applicable release date will be reviewed on a case by case basis; e. The Company shall have sole discretion to determine the VEOP release dates. The Company will make reasonable effort to release all Flight Attendants who elected VEOP within twelve (12) months following the awards. The Company will process VEOP bids in system seniority order, awarding the Flight Attendant’s preferred release date, if available, until all slots are filled; f. Participation in the VEOP is entirely voluntary on the part of any Proceedings effected without its written consent (which consent Flight Attendant who wishes to receive benefits and such Flight Attendant shall execute a general release of all claims in a form to be prepared by the Company; g. Once an eligible Flight Attendant has elected to participate in the VEOP and the recession period in the release as described in paragraph 3.f., above has expired, such election shall be irrevocable in accordance with applicable law; and h. This one-time, limited VEOP shall not be unreasonably withheld)constitute a precedent for any purpose. If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such ProceedingsFurthermore, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement VEOP does not change, alter, or judgment in accordance with, and subject to the limitations of, modify the provisions of this Section 8any Flight Attendant CBA, except as provided herein. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8In addition, the Indemnifying terms or existence of the VEOP will not be construed against any Party shall be liable nor will it prejudice the Parties’ respective positions for any settlement purposes of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by other matter between the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall Parties, including, but not have reimbursed such Indemnified Person limited to, in accordance with such request prior to the date of such settlement. The Indemnifying Party shall notany grievance, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion)arbitration, effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personand/or litigation.

Limitations. The Indemnifying Party shall not No Letter of Credit will be liable for issued (or deemed issued as to any settlement Existing Letters of any Proceedings effected without its written consent (which consent shall not be unreasonably withheldCredit). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party , increased, or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if extended (i) if such settlement is entered into more than 60 days after receipt by issuance, increase, or extension would cause the Indemnifying Party sum of the Letter of Credit Exposure plus the aggregate Dollar Amount of all outstanding Revolving Advances and Swingline Advances at such request for reimbursement and time to exceed the Letter of Credit Maximum Amount; (ii) unless such Letter of Credit has an Expiration Date not later than the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to earlier of (A) sixty months after the date of issuance thereof and (B) twenty-four months after such settlement. The Indemnifying Party shall notapplicable Issuing Lender’s Maturity Date; (iii) unless such Letter of Credit (or, without if applicable, the prior written consent amendment to a Letter of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (aCredit) such settlement includes an unconditional release of such Indemnified Person is in form and substance satisfactory reasonably acceptable to the applicable Issuing Lender in its sole discretion; (iv) unless the Borrower has delivered to the applicable Issuing Lender a completed and executed letter of credit application on such Issuing Lender’s standard form, which shall contain terms no more restrictive than the terms of this Agreement; (v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600 (“UCP”), the International Standby Practices (ISP 98), International Chamber of Commerce Publication No. 590 (“ISP”) or any successor to the UCP or ISP and, to the extent not inconsistent therewith, the New York Uniform Commercial Code, or such other state’s Uniform Commercial Code acceptable to the Administrative Agent, the applicable Issuing Lender and the Borrower, in each case as in effect from time to time; (vi) if such issuance, increase, or extension would violate one or more policies of such applicable Issuing Lender that are applicable to letters of credit generally or (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain an Issuing Lender from issuing or providing such Letter of Credit, or any Legal Requirements applicable to such Indemnified Person from all liability Issuing Lender shall prohibit the issuance or provision of such type of Letter of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the claims that are date hereof or shall impose upon such Issuing Lender any unreimbursable loss, cost or expense which was not applicable on the subject matter of date hereof and which such Proceedings without Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material. If the payment by any Indemnified Person terms of any amounts or letter of credit application referred to in the imposition foregoing clause (iv) conflicts with the terms of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission this Agreement, the terms of fault, culpability or a failure to act by or on behalf of any Indemnified Personthis Agreement shall control.

Limitations. The Indemnifying Party shall not be liable (a) Notwithstanding anything to the contrary herein or in the Escrow Agreement, other than for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance withclaims involving fraud, and subject to the limitations ofprovisions of Section 9.14, the Indemnified Parties shall not be able to seek indemnification from the Escrow Fund under this Article VI and the Escrow Agreement unless and until the aggregate Losses for which they or it would otherwise be entitled under this Article VI exceed five hundred thousand dollars ($500,000) (the “Threshold”), at which point the Indemnified Parties shall be entitled to recover from the Escrow Fund all Losses indemnified under this Article VI and not just those Losses in excess of the Threshold. Notwithstanding anything to the contrary herein or the Escrow Agreement, other than for claims involving fraud, and subject to the provisions of Section 9.14, the Indemnified Parties shall not be able to seek indemnification pursuant to this Section 8. Article VI or the Escrow Agreement for any amount of indemnifiable Losses in excess of the Escrow Fund and the right of the Indemnified Parties to recover for any indemnifiable Losses under this Article VI shall be limited solely and exclusively to the Escrow Fund. (b) Notwithstanding anything to the contrary herein or in the Escrow Agreement, other than for claims involving fraud, and subject to the provisions of Section 9.14, claims pursuant to this Article VI and/or the Escrow Agreement shall be the sole and exclusive remedy of the Indemnified Parties for (x) indemnifiable Losses under this Article VI and the Escrow Agreement or (y) inaccuracies in or breaches of or failure to perform the representations, warranties, covenants, agreements and obligations of the Company under or in connection with this Agreement or any agreement, document, certificate or instrument executed by the Company and furnished by the Company to the Buyer pursuant to this Agreement, or otherwise in connection with the transactions contemplated by this Agreement. Except for claims for indemnification involving fraud, the Available Escrow Fund shall be the sole and exclusive source of recovery for indemnifiable Losses under this Article VI. In the case of claims for indemnification of Losses resulting from fraud, each Company Stockholder shall be liable only for such holder’s respective Pro Rata Portion of the indemnifiable Losses, and in no event shall any holder’s liability for such Losses exceed the aggregate amount paid to such holder pursuant to Article I of this Agreement. (c) Nothing in this Section 8 6.4 shall be construed to limit the Buyer’s rights under Section 9.14. No Company Stockholder shall have any right of contribution or subrogation against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (d) Notwithstanding anything to the contrarycontrary herein or in the Escrow Agreement, if at no breach of any time an Indemnified Person representation, warranty, covenant or agreement contained herein shall have requested give rise to any right on the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8part of the Buyer, the Indemnifying Surviving Corporation or any Indemnified Party, after the consummation of the transactions contemplated hereby, to rescind this Agreement or any of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary herein or in the Escrow Agreement, any Loss for which any Indemnified Party is entitled to indemnification under this Article VI shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant or agreement. (f) Notwithstanding anything to the contrary herein or in the Escrow Agreement, no Indemnified Party shall be liable entitled to indemnification pursuant to this Article VI for any settlement Losses to the extent such Losses are included as current liabilities in the Final Revised Closing Net Working Capital. (g) Notwithstanding anything to the contrary herein or in the Escrow Agreement, the amount of any Proceedings effected without its written consent if Losses subject to indemnification under this Article VI shall be calculated net of (i) such settlement is entered into more than 60 days after receipt any insurance proceeds received by the Indemnifying any Indemnified Party on account of such request for reimbursement and Losses and/or (ii) any indemnification payments received by the Indemnifying Indemnified Party from any third party with respect to such Losses. Furthermore, notwithstanding anything to the contrary herein or in the Escrow Agreement, no Indemnified Party shall not have reimbursed such Indemnified Person in accordance with such request prior be entitled to any indemnification under this Article VI or the Escrow Agreement for any Losses to the date of such settlement. The Indemnifying extent any Indemnified Party shall notcould have, without with reasonable efforts, mitigated or prevented the prior written consent of an Indemnified Person Loss. (which consent h) Notwithstanding anything to the contrary herein or in the Escrow Agreement, any indemnification with respect to Taxes shall be granted or withheld in limited to Taxes of the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to Company or any admission of fault, culpability Subsidiary for taxable periods (or a failure to act by portions thereof) ending on or on behalf of any Indemnified Personbefore the Closing Date.

Limitations. The Indemnifying Party shall not (a) If the Obligations of a Borrower would be liable for any settlement of any Proceedings effected without its written consent (which consent shall not held or determined by a court or tribunal having competent jurisdiction to be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent void, invalid or unenforceable on account of the Indemnifying Party amount of its aggregate liability under this Agreement or if there is a Final Order for the plaintiff in Notes, then, notwithstanding any such Proceedingsother provision of this Agreement or the Notes to the contrary, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason aggregate amount of the liability of such settlement or judgment in accordance withBorrower under this Agreement and the Notes shall, and subject to the limitations ofwithout any further action by such Borrower, the provisions Lenders, the Agent, the Letter of this Section 8Credit Issuer or any other person, be automatically limited and reduced to an amount which is valid and enforceable. Notwithstanding anything in this Section 8 herein to the contrary, if at any time an Indemnified Person the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively the “Charges”), shall have requested exceed the Indemnifying Party to reimburse such Indemnified Person for legal maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt otherwise received by the Indemnifying Party of Lender holding such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person Loan in accordance with applicable law, the rate of interest payable in respect of such request prior Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such Lender shall have received such cumulated amount, together with interest thereon at the Fed Funds Rate to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and payment. (b) does not include any statement as to Without limiting the generality of paragraph (a), above, each Borrower and the Agent, the Letter of Credit Issuer and each Lender, hereby confirms that it is the intention of all such parties that none of this Agreement, the Notes or any admission other Loan Document constitute a fraudulent transfer or conveyance under any Debtor Relief Law, the Uniform Fraudulent Conveyances Act, the Uniform Fraudulent Transfer Act or similar state statute applicable to the Loan Documents. Therefore, such parties agree that the Obligations of faulta Borrower shall be limited to such maximum amount as will, culpability after giving effect to such maximum amount and other contingent and fixed liabilities of such Borrower that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or a failure to act payments made by or on behalf of the other Borrowers and any Indemnified Personother obligor, result in the Obligations not constituting a fraudulent transfer or conveyance. (c) The provisions of this Section 16.3 are intended solely to preserve the rights of Lenders, the Letter of Credit Issuer and the Agent hereunder to the maximum extent permitted by applicable Law, and neither a Borrower nor any other Person shall have any right or claim under such provisions that would not otherwise be available under applicable Law.

Limitations. The Indemnifying Party (i) Guarantors' indemnification obligations under (A) Section 9.1(a)(i) and Section 9.1(a)(ii) shall survive for twenty-four (24) months after the Subsequent Closing Date; provided that Guarantors' indemnification obligations relating to tax matters shall survive until the 60th day after the expiration of the applicable statute of limitations, and (B) Section 9.1(a)(iii) and Section 9.1 (a)(iv) shall survive indefinitely. No claim for the recovery of any Purchaser Losses may be asserted by any Purchaser Indemnified Person after the expiration of the applicable indemnification period; provided, however, that claims asserted in writing by any Purchaser Indemnified Person with reasonable specificity prior to the expiration of the applicable indemnification period shall not thereafter be barred by the expiration of the applicable indemnification period. (ii) Guarantors' indemnification obligations under Section 9.1(a)(ii) shall not be liable for any settlement triggered unless and until (x) each individual Purchaser Losses exceeds an individual amount of any Proceedings effected without its written consent twenty-five thousand U.S. dollars (U.S. $25,000) (the "Guarantor Threshold") and (y) the aggregate amount of all Purchaser Losses exceeds two hundred and fifty thousand U.S. dollars (U.S. $250,000), at which consent shall not point Guarantors will be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees obligated to indemnify and hold harmless each Purchaser Indemnified Person from and against Purchaser Losses in excess thereof (the "Guarantor Deductible"); provided, however, all Purchaser Losses, including all Purchaser Losses not indemnified solely due to the failure to satisfy the Guarantor Threshold other than the four largest Purchaser Losses that were not indemnified solely due to the failure to satisfy the Guarantor Threshold, shall be applied to satisfy the Guarantor Deductible. (iii) In the event that any Purchaser Indemnified Party shall suffer any Purchaser Losses, Purchaser shall only have the right to repurchase Purchaser Shares or Convertible Subordinated Debentures from the Guarantors (other than the Mallets) or the Company Preferred Stock from the Mallets at a price equal to the Repurchase FMV in the amounts set forth on Section 9.1. Any and all payments under this Section 9.1 and Section 10.1 shall occur exclusively by means of set-off on the same day of amounts to be paid to repurchase the securities from the Guarantors in accordance with this Section 9.1(b)(iii). On the twenty-four (24) month anniversary of the Subsequent Closing Date, the Company shall release the Guarantors' obligations under the Deed of Pledge and the Debenture Pledge, unless there are pending claims for indemnification at that time. The aggregate amount of any and all payments pursuant to this Section 9.1 and Article X shall not exceed U.S. $10,000,000 (calculated at the Repurchase FMV) and in any event, the number of Ordinary Shares, Company Preferred Stock and Convertible Subordinated Debentures which may be repurchased pursuant to the provisions of this Article IX shall not exceed an aggregate of 1,092,897 (which can include up to 23,878 shares of Company Preferred Stock, in the case of Mallets), which are covered by the Deed of Pledge and pledge agreements. (iv) The Parties agree that Purchaser Losses which consist of reasonable attorney's fees and expenses incurred by reason of such settlement Purchaser in investigating or judgment in accordance withdefending any third party claim shall give rise to indemnification, and subject to the limitations ofset forth in Section 9.1(b) which shall apply. (v) Any deficiency assessed by the Tax authorities whose sole effect is to shift a Tax liability from one fiscal year to another shall give rise to indemnification by the Guarantors only insofar as the Company or the Company Subsidiaries are required to pay a penalty or interest charge in relation thereto. (vi) Any deficiency assessed with regard to a Tax, such as a value-added Tax, which is recoverable shall give rise to indemnification by the Guarantors only insofar as the Company or the Company Subsidiaries are required to pay a penalty or interest charge in relation thereto. (vii) Any indemnification due by the Guarantors shall be calculated taking into account (a) the effect of any actual Tax savings realized by the Company and the Company Subsidiaries as a result of the Tax deductibility of the relevant Purchaser Loss; and (b) the effect of the taxation of any such indemnification so that the Company or the relevant Company Subsidiary or the Purchaser shall be in the same position as it would have been should the Purchaser Loss have not occurred. (viii) The provisions of this Section 8. Notwithstanding anything in this Section 8 9.1 shall apply, to the contraryfull extent set forth herein with respect to Company Preferred Stock, if at Purchaser Shares and Convertible Subordinated Debentures, to any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal and all shares of capital stock or other expenses securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) that may be issued in connection with investigatingrespect of, responding to in exchange for, or defending any Proceedings as contemplated by this Section 8in substitution of, the Indemnifying Party Company Preferred Stock, the Convertible Subordinated Debentures and the Purchaser Shares, or that may be issued by reason of any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification or otherwise, including shares issued upon conversion or redemption of the Convertible Subordinated Debentures or exchange of the Mallet Preferred, with appropriate adjustments to the Repurchase FMV. Upon the occurrence of any of such events, numbers of shares and amounts hereunder and any other appropriate terms shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personappropriately adjusted.

Limitations. The Indemnifying Party (a) Other than with respect to a Fraudulent breach under Section 11.2(a) or claims arising out of a breach of any Fundamental Representations, no Parent Indemnified Person may recover any Aggregate Escrow Cash in respect of any claim for indemnification that is made pursuant to Section 11.2(a) unless and until the aggregate amount of Damages that may be claimed pursuant to Section 11.2(a) exceeds $750,000 (the “Deductible”), and once the Deductible has been reached, the Parent Indemnified Person may make claims for indemnification for all Damages in excess of the Deductible; provided, however, for clarity, Aggregate Escrow Cash will not be released from escrow to any Parent Indemnified Person until claims for indemnification for Damages exceeding the Deductible have been resolved in favor of the Parent Indemnified Persons pursuant to this Article 11. (b) If the Merger is consummated, recovery from the Escrow Cash and the R&W Policy shall be the sole and exclusive remedy under this Agreement for the Indemnifiable Matters arising out of Section 11.2(a), except for breaches of Fundamental Representations or in the case of a Fraudulent breach under Section 11.2(a). In the case of any Indemnifiable Matters arising out of Section 11.2(g), the Deductible shall not apply and recovery from the Specified Matter Escrow Cash, the remaining Escrow Cash (if any) and the R&W Policy (if available) shall be liable for any settlement the sole and exclusive remedy under this Agreement. In the case of any Proceedings effected without its written consent breaches of Fundamental Representations by the Company under this Agreement or Indemnifiable Matters arising out Section 11.2(b) to (which consent f) or Section 11.2(h), the Deductible shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify apply and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party Effective Time Holder shall be liable for any settlement such holder’s Pro Rata Share of the amount of any Proceedings effected without its written consent if Damages resulting therefrom; provided, however, that such liability shall be limited to 100% of the amount of the Total Merger Consideration actually received (ior treated as received not taking into account any reduction for Taxes withheld) by such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person Effective Time Holder in accordance with such request prior to the date this Agreement (inclusive of such settlement. The Indemnifying Party shall notEffective Time Holder’s Escrow Pro Rata Share of the Shared Escrow Cash, without Specified Matter Escrow Pro Rata Share of the prior written consent Specified Matter Escrow Cash, Expense Pro Rata Share of an the Expense Cash and Escalate’s Escalate Additional Escrow Contribution). (c) All claims for indemnification by a Parent Indemnified Person for Damages pursuant to this Agreement (which consent shall be granted whether or withheld in not the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims Indemnifiable Matters that are the subject matter of such Proceedings without claims are recoverable solely from the payment Escrow Cash) shall be satisfied (i) first from the Escrow Cash, (ii) second from the R&W Policy and (iii) third, after exhaustion of the Escrow Cash and R&W Policy, against the Effective Time Holders directly (but not exceeding such Effective Time Holders’ respective Pro Rata Shares of such Damages and subject to the dollar limits set forth in Section 11.3(b)). (d) Notwithstanding anything to the contrary herein, the Specified Matter Escrow Cash shall be available as a separate escrow, held exclusively for indemnification claims by any a Parent Indemnified Person for Damages arising out of or resulting from any of the matters set forth on Schedule 11.2(g) and all claims for indemnification by a Parent Indemnified Person for such matters shall be satisfied, (i) first, from the Specified Matter Escrow Cash, (ii) second, after exhaustion of the Specified Matter Escrow Cash, from the Escrow Cash, and (iii) third, from the R&W Policy (if available). (e) The Parent Indemnified Persons shall exercise commercially reasonable efforts to mitigate the amount of any amounts Damages, including without limitation commercially reasonable efforts to recover under the R&W Policy; provided that the Parent Indemnified Persons shall not be required to recover under the R&W Policy prior to exhaustion of the Aggregate Escrow Cash. Without limiting the foregoing, Damages shall be calculated net of actual recoveries under existing insurance policies and contractual indemnification or contribution provisions (in each case calculated net of any actual collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums); provided, that, in the event that Parent Indemnified Persons first recover from the Aggregate Escrow Cash or Effective Time Holders for any particular Damages and thereafter recover for the same Damages pursuant to any existing insurance policies and/or contractual indemnification or contribution provisions, then the amount recovered pursuant to such existing insurance policies (including the R&W Policy) and/or contractual indemnification or contribution provisions (up to the amount first recovered from the Aggregate Escrow Cash) shall be deposited in the escrow fund or paid to the Effective Time Holders, as applicable, by Parent. In addition, Damages shall exclude special, consequential, exemplary or punitive damages, unless (i) specifically awarded by an arbitrator or Governmental Authority to a third party and paid to such third party by a Parent Indemnified Person or (ii) in the case of consequential damages only, reasonably foreseeable under an objective standard. (f) In determining the existence or amount of any Damages in respect of the failure of any representation or warranty to be true and correct as of any particular date or the imposition breach of or default in connection with any covenant or agreement, any materiality or Material Adverse Effect standard or qualification contained in or otherwise applicable to such representation, warrant, covenant or agreement shall be disregarded (other than in instances where the context dictates otherwise (e.g., the operation of this sentence shall not turn references to “Company Material Contract” to “Company Contract” or “Material Adverse Effect” to “Effect” for purposes of calculating Damages)); provided, however, that such standard or qualification shall not be disregarded for the purposes of the initial determination of whether there was a failure of such representation or warranty to be true and correct, or a breach of or default in connection with any covenant or agreement, as aforesaid. (g) Notwithstanding anything to the contrary herein, in the event that any claim for Damages which are accrued but not yet paid or which are anticipated to be incurred, paid or sustained in the future is resolved in favor of a Parent Indemnified Person pursuant to this Article 11, no amounts shall actually be payable by the Effective Time Holders (whether from the Aggregate Escrow Cash or directly by the Effective Time Holders) to such Parent Indemnified Person until after such Damages are actually incurred, paid or sustained. (h) Following the Closing, (i) this Article 11 shall constitute the sole and exclusive remedy for recovery of money Damages by the Parent Indemnified Persons for all Indemnifiable Matters, (ii) all applicable statutes of limitations or other claims periods with respect to claims for Indemnifiable Matters shall be shortened to the applicable claims periods and survival periods expressly set forth herein and (iii) the Parent Indemnified Persons irrevocably waive any and all rights they may have to make claims against the Effective Time Holders under statutory and common law as a result of any non-monetary penalty Damages and any and all other damages or obligation losses incurred by the Parent Indemnified Persons with respect to this Agreement whether or not in excess of the maximum amounts permitted to be recovered pursuant to this Article 11. (i) Except for such representations and warranties contained in Article 3, the Company Disclosure Letter and the Company Closing Certificates, each of Parent and Merger Sub acknowledges and agrees that none of the Company or its Representatives nor any Effective Time Holder or other Person makes, and each of Parent and Merger Sub is not relying on, any other express, implied or statutory representation or warranty with respect to the Company or Company Business, any Effective Time Holder or otherwise, including with respect to any projections, forecasts, estimates and budgets for the Company. (bj) does not include Nothing herein shall limit the liability of an Effective Time Holder for any statement as to or any admission of fault, culpability or a failure to act Fraud personally committed by or on behalf of any Indemnified Personsuch Effective Time Holder.

Limitations. No claim may be made by any Buyer Indemnified Party for indemnification pursuant to Section 10.2(c) unless and until the aggregate amount of Losses for which the Buyer Indemnified Parties are otherwise entitled to be indemnified pursuant to Section 10.2(c) exceeds $250,000 at which time the Buyer Indemnified Parties shall be entitled to indemnification for all such Losses (including all Losses included within such amount). No claim may be made by the Member Representative or any Members Indemnified Party for indemnification pursuant to Section 10.4(b) unless and until the aggregate amount of Losses for which the Members Indemnified Parties are otherwise entitled to be indemnified pursuant to Section 10.4(b) exceeds $250,000 at which time the Members Indemnified Parties shall be entitled to indemnification for all such Losses (including all Losses included within such amount). The Indemnifying Party aggregate indemnification obligation of each Member pursuant to Section 10.2, shall not be limited to the Purchase Price actually received by such Member, including its respective Percentage Shares of the Adjustment Escrow Amount, the Indemnification Escrow Amount and Representative Reserve Amount actually received (the “Cap”), and no Member shall be liable for to any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Buyer Indemnified Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason excess of such settlement or judgment in accordance with, and subject amount. Subject to the limitations of, the provisions of this Section 8. Notwithstanding anything set forth in this Section 8 10.5, the aggregate indemnification obligation of the Members pursuant to Section 10.2(c) shall be in its entirety limited to recovery from the Indemnification Escrow Amount held by the Escrow Agent pursuant to Section 1.4(a) (or, with respect to obligations of Management Holdco prior to the contraryfunding the Indemnification Escrow Amount on behalf of Management Holdco pursuant to Section 1.4(c), if at via offset by Buyer against any time an Indemnified Person shall have requested the Indemnifying Party subsequent Post-Closing Management Holdco Payments pursuant to reimburse such Indemnified Person Section 1.4(c)), and each Member’s indemnification obligation for legal or other expenses in connection with investigating, responding any claim against all Members pursuant to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party 10.2(c) shall be liable in its entirety limited to such Member’s Percentage Share of such claim (not to exceed such Member’s remaining portion of the Indemnification Escrow Amount (assuming for this purpose that Management Holdco’s portion of the Indemnification Escrow Amount has been fully funded pursuant to Section 1.4(c)). Notwithstanding any settlement of any Proceedings effected without its written consent if term to the contrary in this Agreement, (i) the Indemnification Escrow Amount shall only be available to satisfy (x) the indemnity obligations of the Members set forth in Section 10.2(c) (and, with respect to each Member’s liability with respect to any claim pursuant to Section 10.2(c), solely up to such settlement is entered into more than 60 days after receipt by Member’s remaining portion of the Indemnifying Party Indemnification Escrow Amount (assuming for this purpose that Management Holdco’s portion of the Indemnification Escrow Amount has been fully funded pursuant to Section 1.4(c)) and (y) DB1/ 124297106.28 88 at the sole option of Buyer, the indemnification obligations of the Blocker Members set forth in Section 10.3 based on the Blocker Members’ Percentage Shares of the Indemnification Escrow Amount (solely up to such request for reimbursement Blocker Member’s remaining portion of the Indemnification Escrow Amount) and (ii) the indemnity obligations set forth in Section 10.2(b) shall be satisfied directly by the breaching Member that gave rise to such indemnity obligations. Buyer shall be entitled to satisfy indemnification obligations of the Blocker Members set forth in Section 10.3 at its option either from the Indemnification Escrow Amount based on the Blocker Members’ Percentage Shares of the Indemnification Escrow Amount (solely up to such Blocker Member’s remaining portion of the Indemnification Escrow Amount) or directly from the breaching Blocker Member that gave rise to such indemnity obligations or a combination thereof. Subject to the limitations set forth in this Section 10.5, the aggregate indemnification obligation of Buyer and Parent, collectively: (i) pursuant to Section 10.4, shall be limited to the aggregate amount of the Cap for all Members. (ii) in respect of the representations and warranties of Parent and Buyer (other than the Fundamental Representations of Buyer and Parent) set forth in this Agreement shall be limited to the initial amount of the Indemnification Escrow Amount (valued at the Parent Share Value) (assuming for this purpose that Management Holdco’s portion of the Indemnification Escrow Amount has been fully funded pursuant to Section 1.4(c)). With respect to Losses that are indemnifiable under Section 10.2(b) (a “Buyer Claim”), in the event that Buyer’s legal counsel has not concluded, acting reasonably, that such Buyer Claim is excluded from coverage under the R&W Insurance Policy, then Buyer shall use reasonable efforts to promptly make such claim under the R&W Insurance Policy; provided that such efforts shall not prevent Buyer from obtaining (or limit or delay Buyer’s rights to obtain) recovery directly against the Indemnification ▇▇▇▇▇▇ Amount. For the avoidance of doubt, in the event that any Buyer Indemnified Party receives any recovery for Losses under the R&W Insurance Policy for any Buyer Claim where such Buyer Indemnified Party has already received payment from the Indemnification Escrow Amount or the Members, then the Buyer Indemnified Parties shall make reimbursements to the Members pursuant to Section 10.5(h). The amount for which the Members or Parent and Buyer (the “Indemnifying Party”) or Members Indemnified Party (the “Indemnified Party”) (as the case may be) shall be liable with respect to any Loss incurred by any Indemnified Party shall be reduced to the extent that such Buyer Indemnified Party actually realizes any proceeds (net of any retentions or deductibles, including any remaining retention under the R&W Policy (solely, in respect of the Buyer Indemnified Party), or any costs or expenses expended by such Indemnified Party in seeking such proceeds, including the present value of any increases in insurance premiums and any retroactive premiums) recovered from third Persons (including insurers, such as the R&W Insurer, if applicable) with respect to such Loss. If any Indemnified Party shall have received or shall have had paid on its behalf an indemnity payment from the Indemnification Escrow Amount (solely, in respect of the Buyer Indemnified Party) or from any Indemnifying Party shall not have reimbursed with respect to an indemnifiable Loss pursuant to Article X and such Indemnified Party shall subsequently receive, directly or indirectly, recovery for such indemnifiable Loss from a third Person (including insurers, DB1/ 124297106.28 89 such as the R&W Insurer, if applicable), then such Indemnified Party shall promptly (and in accordance with any event within five (5) Business Days after receipt of such request prior recovery amount) pay to the date Indemnifying Party (on a pro rata basis according to the amount of such settlement. The Loss attributed to each Indemnifying Party) the lesser of (i) the net amount of such recovery amount (net of any retentions or deductibles, including any remaining retention under the R&W Insurance Policy (solely, in respect of the Buyer Indemnified Party) or any costs or expenses expended by such Buyer Indemnified Party in seeking such recovery, including the present value of any increases in insurance premiums and any retroactive premiums) and (ii) the amount of the indemnity payment that such Buyer Indemnified Party has received or shall have had paid on its behalf an indemnity payment from the Indemnification Escrow Amount or from any Indemnifying Party with respect to such indemnifiable Loss pursuant to Article X. For the avoidance of doubt, (i) nothing herein is intended to, nor shall notit have the effect of, without limiting or diminishing the prior written consent Buyer Indemnified Parties’ right to seek or obtain recovery under the R&W Insurance Policy or any additional buyer-side representation and warranty insurance policy to be issued for the benefit of an Indemnified Person Buyer, and (ii) as between Buyer, on the one hand, and the R&W Insurer, on the other hand, none of the limitations and restrictions (including time for asserting claims) on indemnification set forth in this Article X shall affect the rights of Buyer under the R&W Insurance Policy, which consent rights shall be granted or withheld in governed solely thereby. Notwithstanding anything herein to the contrary, the Buyer Indemnified Party’s sole discretion), effect any settlement Parties shall use commercially reasonable efforts to mitigate all Losses hereunder (to the extent required by applicable Law) after becoming aware of any pending or threatened Proceedings event which may give rise to any Losses in respect of which indemnity has been sought any Buyer Indemnified Party may be entitled to indemnification as set forth herein. Notwithstanding anything herein to the contrary, the Members Indemnified Parties shall use commercially reasonable efforts to mitigate all Losses hereunder (to the extent required by applicable Law) after becoming aware of any event which may give rise to any Losses in respect of which any Members Indemnified Party may be entitled to indemnification as set forth herein. The Buyer Indemnified Parties shall not be entitled to indemnification under Section 10.2(c) with respect to any amount resulting in a claim to the extent that such amount is included as a liability in Net Working Capital, Company Expenses, or the Closing Debt Amount in the determination of the Purchase Price (in each case, as such amounts are finally determined pursuant to Article I). Any Losses for which any Indemnified Person unless (a) such settlement includes an unconditional release Party is entitled to indemnification under this Article X shall be determined without duplication of such Indemnified Person in form and substance satisfactory recovery if the state of facts giving rise to such Losses constitutes a breach of more than one covenant or agreement. Exclusive Remedy. Subject to Section 10.5(n), ▇▇▇▇▇▇ and Buyer agree that the sole and exclusive remedy for Parent, Buyer and any Buyer Indemnified Person from all liability on Party for money damages for any matter relating to this Agreement shall be the claims rights to indemnification set forth in this Article X. Subject to Section 10.5(n), Members agree that are the subject sole and exclusive remedy for Members and any Members Indemnified Party for money damages for any matter of such Proceedings without relating to this Agreement shall be the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as rights to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.indemnification set forth in this Article X.

Limitations. (a) A Buyer Indemnified Party’s indemnification rights pursuant to Section 9.2 and a Stockholder Indemnified Party’s indemnification rights pursuant to Section 9.3, respectively, shall be limited as follows: (i) Indemnified Parties shall not be entitled to indemnification pursuant to Section 9.2(a), Section 9.2(e) or Section 9.3(a) except to the extent that the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant to Section 9.2(a) or Section 9.3(a) exceeds $2,500,000 (the “Deductible”), and then only to the extent that such Losses exceed the Deductible. (ii) Buyer Indemnified Parties shall not be entitled to any indemnification hereunder for any Losses (individually or in the aggregate) in excess of the deemed value of the Escrow Shares (as provided in the Escrow Agreement) and Escrow Cash constituting the Escrow Funds and the right of the Buyer Indemnified Parties to recover for all their indemnifiable Losses shall be limited solely to the Escrow Shares and the Escrow Cash then remaining in escrow pursuant to the terms of the Escrow Agreement. (iii) Stockholder Indemnified Parties shall not be entitled to any indemnification hereunder for any Losses (individually or in the aggregate) in excess of the value of the shares of Buyer Stock and Escrow Cash constituting the Escrow Funds as of the date the Escrow Funds are employed to indemnify the Stockholder Indemnified Parties for such Losses and the Stockholder Indemnified Parties’ right to recover for all their indemnifiable Losses shall be limited solely to that value. (iv) All claims for indemnification by an Indemnified Party must be made on or before the eighteen (18) month anniversary of the Closing Date (except for claims by Buyer Indemnified Parties for indemnification pursuant to Section 9.2(f) and Section 9.2(g) and claims by Buyer Indemnified Parties for indemnification with respect to the representations and warranties set forth in Section 4.8, which claims must be made on or before the fourth (4th) anniversary of the Closing Date) (the “Indemnification Cut-Off Date”). No indemnification shall be payable to an Indemnified Party with respect to claims asserted by such Indemnified Party after the applicable Indemnification Cut-Off Date, regardless of when the claim accrued or the circumstances that resulted in the claim being asserted after the Indemnification Cut-Off Date. In the event a claim has been properly made on or prior to the applicable Indemnification Cut-Off Date and such claim is unresolved as of such applicable Indemnification Cut-Off Date, then the right to indemnification with respect to such claim shall remain in effect until such matter shall have been finally determined. (v) Buyer Indemnified Parties shall not be entitled to indemnification for any Losses pursuant to Section 9.2(f) until the aggregate amount of indemnifiable Losses under such section exceeds $1,000,000 (“Threshold”), whereupon Buyer Indemnified Parties shall then be entitled to be indemnified for all indemnifiable Losses pursuant to Section 9.2(f), without regard to the Threshold, but subject to the other terms of this Article IX. (b) The amount of any Losses subject to indemnification under this Article IX shall be calculated net of (i) any insurance proceeds actually received by the Indemnified Party on account of such Losses under insurance policies of the Company and its Subsidiaries in effect prior to the Closing, and (ii) any amounts actually recovered by the Indemnified Party under other indemnity agreements (excluding insurance policies), or from any other Person alleged to be responsible therefor, without duplication. The Indemnified Party shall take all steps as the Indemnifying Party may reasonably request (at the Indemnifying Party’s expense) to enforce recovery of such amounts available under such insurance coverage or other indemnity agreement. (c) No Indemnified Party shall be entitled to duplicate or multiple indemnification under this Article IX for any Loss. (d) The Surviving Corporation shall not be liable to any Stockholder Indemnified Party, whether jointly, severally, pursuant to contribution or otherwise, in respect of any matter for which a Buyer Indemnified Party may seek indemnification pursuant to this Agreement. (e) No Buyer Indemnified Party shall be entitled to indemnification under this Agreement for any settlement Loss arising from a breach of any Proceedings effected without its written consent representation, warranty or covenant set forth herein (which consent and the amount of any Loss incurred in respect of such breach shall not be unreasonably withheld). If any settlement included in the calculation of any Proceeding is consummated with the written consent of the Indemnifying Party or limitations on indemnification set forth herein) if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the extent such Loss was expressly taken into account in the calculation of Stockholders’ Equity (including, without limitation, any accruals or reserves relating to tax liabilities) or to the extent expressly included as a liability or expense on the Financial Statements (including the footnotes thereto). (f) The limitations of, the provisions of this Section 8. Notwithstanding anything set forth in this Section 8 9.4(a)(i) shall not apply to the contraryBuyer Indemnified Parties’ indemnification rights with respect to Losses related to Taxes, if at any time an Indemnified Person shall have requested the Indemnifying Party including without limitation Losses pursuant to reimburse such Indemnified Person for legal or other expenses Section 9.2(a) with respect to representations and warranties set forth in connection with investigating, responding Section 4.8 (Taxes) and Losses pursuant to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i9.2(f) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretionSection 9.2(g), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

Limitations. The (a) Any Person against whom an Indemnification Claim is being asserted (an “Indemnifying Party Party”) shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees obligated to indemnify defend and hold harmless each any Person claiming indemnification under this Section 9 (an “Indemnified Person from and against Party”), or otherwise be liable to such Indemnified Party, with respect to any and all Losses Indemnification Claim made by reason the Indemnified Party after the expiration of the Survival Period, except that indemnity may be sought after the expiration of the Survival Period if a Claim Notice with respect to such settlement or judgment in accordance with, and subject Indemnification Claim shall have been delivered to the limitations ofIndemnified Party prior to the expiration of the Survival Period. (b) Neither the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to receive any indemnification payment with respect to indemnification claims made under Section 9.2 or Section 9.3, as the provisions of case may be, until the aggregate Losses that the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, would otherwise be entitled to receive as indemnification with respect to claims for indemnification under this Section 8. Notwithstanding anything in this Section 8 to 9 (“Indemnification Claims”) exceed $750,000 (the contrary“Indemnification Threshold”) (it being understood and agreed that neither the Buyer Indemnified Parties nor Seller Indemnified Parties, if at any time an Indemnified Person shall have requested as the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigatingcase may be, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement the first $750,000 of any Proceedings effected without its written consent if Losses for which the Indemnified Parties, are entitled to indemnification); provided, however, that the Indemnification Threshold shall not apply to Indemnification Claims based on (i) such settlement is entered into more than 60 days after receipt Section 9.2(c) or (ii) the situation described in item 2 of Section 2.9 of the Company Disclosure Schedule, for which the Buyer Indemnified Parties shall be entitled to indemnification under this Section 9 from the first dollar of any Indemnification Claim. For this purpose, Indemnification Claims in favor of Buyer Indemnified Parties and Indemnification Claims in favor of Seller Indemnified Parties shall not be offset or netted against each other. (c) The indemnification provided by Sellers under this Section 9 for any Indemnification Claim and all Indemnification Claims shall be limited to the Indemnifying Party Escrow Amount. (d) Subject to the limitations set forth in this Section 9, consideration must be given to the amount that any party recovers as proceeds of insurance in respect of such request Losses, net of any costs of collection, deductible, retroactive premium adjustment, reimbursement obligation or other cost directly related to the insurance claim in respect of such Losses. Buyer agrees that it will use commercially reasonable efforts to prosecute all claims against its insurers diligently and in good faith with regard to matters for reimbursement which Losses are claimed under this Section 9. Should Buyer recover Losses and subsequently recover any amount from an insurer with respect to the matter for which such Losses were paid, Buyer shall refund the lesser of (i) the Losses paid by Sellers and (ii) the Indemnifying Party amount recovered from the insurer. (e) After the Closing Date, if it occurs, the parties’ sole and exclusive remedy with respect to any and all claims relating to this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby shall be pursuant to the indemnification provisions set forth in this Section 9. (f) Sellers shall not have reimbursed any liability for Losses which arise as a result of (i) actions taken by or on behalf of Buyer after the Closing Date; (ii) changes in accounting methods or policies of any Company after the Closing Date; (iii) the passing of, or any change in, after the Closing Date, any law or administrative practice of any Governmental Entity in any such Indemnified Person case not actually in accordance with such request prior to force as of the date of such settlement. The Indemnifying Party shall notthis Agreement (even if retroactive in effect), without the prior written consent of an Indemnified Person (which consent shall be granted or withheld including any increase in the Indemnified Party’s sole discretion), tax rates in effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter date of such Proceedings without the payment by this Agreement, any Indemnified Person of any amounts real property tax reassessments or the imposition of any non-monetary penalty tax not in effect on the date of this Agreement or obligation and (biv) does not include any statement as event, occurrence, circumstance or trend, including a diminution in value, related to any Company or any admission of faultits businesses, culpability properties, assets, results of operations or a failure financial condition that, to act by or on behalf the knowledge of any Indemnified PersonBuyer, exists as of the date hereof.

Limitations. The Indemnifying Party Notwithstanding the provisions of Section 12.2, Parent shall not be liable for obligated to effect any settlement registration, qualification or compliance of Registrable Securities pursuant to Section 12.2 in the event any Proceedings effected without its written consent matter specified in subsections (which consent a) through (e) of this Section 12.3, and the Holders shall not be unreasonably withheld). If entitled to sell Registrable Securities pursuant to any settlement registration statement filed under Section 12.2, in the event of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff matter specified in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions subsections (a) through (f) of this Section 8. Notwithstanding anything 12.3, as applicable: (a) if Form S-3 or a successor form is not then available for such offering by the Holders;. (b) if Parent shall furnish to Representative a certificate signed by an officer of Parent stating that, in this Section 8 the good faith judgment of such officer, it would be detrimental to Parent and its stockholders for such a Shelf Registration to be in effect at such time, due, for example, to the contraryexistence of a material development or potential material development involving Parent which Parent would be obligated to disclose in the prospectus contained in the Shelf Registration, if which disclosure would, in the good faith judgment of such officer, be premature or otherwise inadvisable at any such time an Indemnified Person shall or would have requested a material adverse affect upon Parent and its stockholders, in which event Parent will have the Indemnifying Party right to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, suspend the Indemnifying Party shall be liable for any settlement effectiveness of any Proceedings effected without its written consent if (i) such settlement is entered into Shelf Registration for a period of not more than 60 ninety days after receipt of a Notice of Resale from the Holder or Holders pursuant to this Section 12.3, provided that in the event the effectiveness of any Shelf Registration is suspended by Parent pursuant to this Section 12.3 then Parent shall extend the Registration Period hereunder by the Indemnifying Party number of days that such request for reimbursement a Shelf Registration was so suspended and (ii) the Indemnifying Party provided that such suspension shall not have reimbursed occur more than thirty (30) consecutive days at any one time or more than sixty (60) days in any twelve-month period and the Company shall use its reasonable best efforts to remove or list such Indemnified Person suspension as promptly as practicable; (c) if Parent is acquired and Parent Common Stock ceases to be publicly traded; (d) in accordance with any particular jurisdiction in which Parent would be required to qualify to do business or to execute a general consent to service of process in effecting such request prior registration, qualification or compliance, unless Parent is already subject to service of process in such jurisdiction; (e) if the SEC refuses to declare such registration effective due to the date participation of any particular Holder in such settlement. The Indemnifying Party shall not, without registration (unless such Holder withdraws all such Holder’s Registrable Securities from such registration statement); or if the prior written consent manner in which any Registrable Securities are disposed of an Indemnified Person (which consent shall be granted or withheld pursuant to the Shelf Registration is not included within the plan of distribution set forth in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by prospectus for the Shelf Registration; or (f) if such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory Registrable Securities are subject to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personcontractual lockup with Parent.

Limitations. The Indemnifying Party (a) Except as set forth in this Section 9.4(a), despite any other provision in this Article IX, with respect to indemnification under *********************************, the Parent Indemnified Parties will be entitled to indemnification thereunder only: (A) if the aggregate Parent Indemnifiable Amounts exceeds $********** (the “Parent Threshold Amount”), in which event the Parent Indemnified Parties will be entitled to indemnification for all Parent Indemnifiable Amounts, including all Parent Indemnifiable Amounts used to reach the Parent Threshold Amount and (B) to the extent that the aggregate Parent Indemnifiable Amounts do not exceed the amount of available Escrow Funds; provided, however, that clause (A) above shall not apply with respect to indemnification under *********************************. Notwithstanding the foregoing, the limitations of this Section 9.4(a) do not apply to, and any calculation of the Parent Threshold Amount as it relates to other Parent Indemnifiable Amounts will not include, Parent Indemnifiable Amounts arising out of *********************************. (b) Except as set forth in this Section 9.4(b), despite any other provision in this Article IX, with respect to indemnification under ********** the holders of Company Stock will be liable entitled to indemnification thereunder only if the aggregate Stockholder Indemnifiable Amounts exceeds $********** (the “Stockholder Threshold Amount”), in which event the holders of Company Stock will be entitled to indemnification for all Stockholder Indemnifiable Amounts, including all Stockholder Indemnifiable Amounts used to reach the Stockholder Threshold Amount. Notwithstanding the foregoing, the limitations of this Section 9.4(b) do not apply to, and any settlement calculation of the Stockholder Threshold Amount as it relates to other Stockholder Indemnifiable Amounts will not include, Stockholder Indemnifiable Amounts arising out of *********************************. (c) In the event that Parent elects to make any claim under its then existing insurance policies in respect of any Proceedings effected without its written consent (which consent Parent Indemnifiable Amounts, the amount of such Parent Indemnifiable Amounts under this Article IX shall not be unreasonably withheld). If any settlement reduced by the amount of any Proceeding is consummated with insurance or other proceeds received by such Parent Indemnified Parties pursuant to such claim net of any premium or other increase in the written consent cost of the Indemnifying Party or if there is such policies as a Final Order for the plaintiff in any direct result of such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against claim. (d) The parties hereby agree that any and all Losses by reason of such settlement or judgment in accordance withindemnity payments pursuant to this Agreement shall, and subject to the limitations ofmaximum extent permitted by applicable law, be treated for all Tax purposes as an adjustment to the provisions of this Section 8. Total Cash Consideration. (e) Notwithstanding anything in this Section 8 herein to the contrary, if at the Parent Indemnifiable Amounts shall not include any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person liability for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if Taxes (i) such settlement is entered into more than 60 days for taxable years or periods beginning after receipt by the Indemnifying Party Closing Date or, with respect to any Straddle Period, the portion of such request for reimbursement and Straddle Period beginning at the beginning of the day following the Closing Date, or (ii) for any actions taken by Parent and Surviving Corporation and their respective affiliates after the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person Effective Time (which consent shall be granted except for actions required by law or withheld in the Indemnified Party’s sole discretionpermitted by Section 7.7(c)(ii), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person).

Limitations. Further, said Project Allocations shall be subject to all of the following: (i) No Project Allocation shall be used for residential dwelling units in the Project until such unit has been legally created pursuant to the Subdivision Map Act and applicable City Law. (ii) No transferring of Project Allocations to property other than the Project Site shall be allowed. (a) The Indemnifying Party parties agree to meet and confer regarding the land use designation for Lot J on the approved Tentative Map currently zoned as Commercial Mixed Use in an effort to revise the land use to residential lots (40’ x 80’) provided that any amendment to the land use shall be processed in accordance with applicable law. (iii) The Project Allocations shall be granted in conformance with the City's Revised Community Growth Management Program, and Developer shall be subject to all Project Allocation Application Fees as provided for in that plan and in this Agreement. Developer shall not be liable required to pay a Point Rating Application Fee, nor submit a Point Rating Application as provided for in the City's Revised Growth Management Program. (iv) In the event Developer does not obtain a building permit for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated Project Allocations within the time prescribed within the Revised Community Growth Management Program, beginning with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlementthe Notice of availability of the Project Allocations, then, in that event, those Project Allocations for which a building permit has not been obtained may be rolled over to a future year upon finding by the Community Development Director that an economic recession delayed the timely pulling of permits. Upon this finding, permits shall be rolled over to the term of the agreement. The Indemnifying Party effective date of the Project Allocation is the date the City provides written Notice to Developer of the availability of Project Allocations for the Project. In the event the City requires a temporary vehicular turnaround that would temporarily eliminate the use of any lots, the Project Allocation for those lots shall notremain effective for a period of three (3) years from the date the City no longer requires the turnaround. In the event a building permit is not obtained for lot or lots within three (3) years of their availability, without the prior written consent of an Indemnified Person (which consent those Project Allocations shall be granted or withheld in relinquished to the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonCity.

Limitations. The Indemnifying Party shall not be liable No claim for any settlement of any Proceedings effected without its written consent (which consent Damages asserted under Section 7.2(b) and Section 7.2(c)(i) shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is made by a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Buyer Indemnified Person from and against any and or Seller Indemnified Person until the aggregate amount of all Losses by reason of Damages with respect to such settlement claims exceeds $250,000 (the “Limitation”), in which event such Buyer Indemnified Person or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Seller Indemnified Person shall have requested be permitted to make claims under this section for Damages in excess of $125,000. Subject to the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigatinglast sentence of this paragraph, responding to or defending any Proceedings as contemplated by this Section 8, the no Indemnifying Party shall be liable for Damages in excess of the Escrow Fund (the “Escrow Limitation”). The Limitation and the Escrow Limitation shall not apply to (1) any settlement claims related to an inaccuracy or breach of any Proceedings effected without its written consent if representation or warranty contained in Sections 3.1, 3.2, 3.5, 3.25, 4.1 and 4.2; or (2) any claims based on a finding of fraud, intentional misrepresentation or intentional misconduct. Solely with respect to any claims related to an inaccuracy or breach of any representation or warranty contained in Section 3.10(b), notwithstanding any provision hereof to the contrary, (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement Escrow Limitation shall not apply, and (ii) the Indemnifying Party shall not have reimbursed such a Buyer Indemnified Person in accordance with such request prior shall be permitted to make claims for Damages up to $2,000,000, which Damages, if proven and determined pursuant to the date terms of such settlement. The Indemnifying Party shall notthis Agreement, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in satisfied from the Indemnified Party’s sole discretion)Escrow Fund, effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder and if the Escrow Fund is exhausted, then such Damages shall be satisfied by a withholding by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Buyer Indemnified Person from all liability on either the Deferred Merger Consideration or Contingent Merger Consideration, as determined in their sole discretion. Solely with respect to claims that are the subject matter of such Proceedings without the payment for any Damages asserted by any a Buyer Indemnified Person of pursuant to Section 7.2(b)(i)(4), notwithstanding any amounts or provision hereof to the imposition of any non-monetary penalty or obligation contrary, (i) the Escrow Limitation shall not apply, and (bii) does such Buyer Indemnified Person shall be permitted to make claims for Damages up to $2,900,000 in excess of the Escrow Fund, which Damages, if proven and determined pursuant to the terms of this Agreement, may be satisfied from either the Escrow Fund or withheld by such Buyer Indemnified Person from either the Deferred Merger Consideration or Contingent Merger Consideration, as determined in their sole discretion. Solely with respect to claims for any Damages asserted by a Buyer Indemnified Person pursuant to Section 7.2(b)(i)(3), notwithstanding any provision hereof to the contrary, (i) the Escrow Limitation shall not include any statement apply, and (ii) such Buyer Indemnified Person shall be permitted to make claims for Damages up to $300,000 in excess of the Escrow Fund, which Damages, if proven and determined pursuant to the terms of this Agreement, may be satisfied from either the Escrow Fund or withheld by such Buyer Indemnified Person from either the Deferred Merger Consideration or Contingent Merger Consideration, as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Persondetermined in their sole discretion.

Limitations. The Indemnifying Party shall not No Letter of Credit will be liable for any settlement of any Proceedings effected without its written consent issued (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject deemed issued as to the limitations ofExisting Letters of Credit), the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contraryincreased, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if extended (i) if such settlement is entered into more than 60 days after receipt by issuance, increase, or extension would cause the Indemnifying Party sum of the Letter of Credit Exposure plus the aggregate Dollar Amount of all outstanding Revolving Advances and Swingline Advances at such request for reimbursement and time to exceed the aggregate Revolving Commitments; (ii) unless such Letter of Credit has an Expiration Date not later than the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to earlier of (A) sixty months after the date of issuance thereof and (B) twenty-four months after the Maturity Date; (iii) unless such settlement. The Indemnifying Party shall notLetter of Credit (or, without if applicable, the prior written consent amendment to a Letter of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (aCredit) such settlement includes an unconditional release of such Indemnified Person is in form and substance satisfactory acceptable to the applicable Issuing Lender in its sole discretion; (iv) unless the Borrower has delivered to the applicable Issuing Lender a completed and executed letter of credit application on such Issuing Lender’s standard form, which shall contain terms no more restrictive than the terms of this Agreement; (v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600 (“UCP”), the International Standby Practices (ISP 98), International Chamber of Commerce Publication No. 590 (“ISP”) or any successor to the UCP or ISP and, to the extent not inconsistent therewith, the New York Uniform Commercial Code, as in effect from time to time; (vi) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain an Issuing Lender from issuing or providing such Letter of Credit, or any Legal Requirements applicable to such Indemnified Person from all liability Issuing Lender shall prohibit the issuance or provision of such type of Letter of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the claims that are date hereof or shall impose upon such Issuing Lender any unreimbursable loss, cost or expense which was not applicable on the subject matter date hereof and which such Issuing Lender in good f▇▇▇▇ ▇▇▇▇▇ material, or (vii) if such increase or extension is of an Existing Letter of Credit issued by JPMorgan Chase Bank, N.A. or The Bank of Nova Scotia unless the Borrower has specifically designated such Proceedings without Lender as one of the payment by any Indemnified Person four Issuing Lender in writing to the Administrative Agent. If the terms of any amounts or letter of credit application referred to in the imposition foregoing clause (iv) conflicts with the terms of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission this Agreement, the terms of fault, culpability or a failure to act by or on behalf of any Indemnified Personthis Agreement shall control.

Limitations. The Indemnifying (a) Subject to Section 10.5(e), if the Closing occurs, Sellers will have liability under this Agreement (other than with respect to any claim based on fraud, or any claim arising from or in connection with or relating to any of the Excluded Liabilities or any breach of any of the Specified Representations, it being agreed that any such claim may be brought at any time prior to the expiration of the applicable statute of limitations), only if on or before the one year anniversary of the Closing Date, a Purchaser Indemnified Person notifies the Seller Representative of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Purchaser Indemnified Person. (b) Subject to Section 10.5(e), if the Closing occurs, Purchaser will have liability under this Agreement (other than with respect to any claim based on fraud, or any claim arising from or in connection with any of the Assumed Liabilities, it being agreed that any such claim may be brought at any time prior to the expiration of the applicable statute of limitations), only if on or before the one year anniversary of the Closing Date, the Seller Representative notifies Purchaser of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by any Seller. (c) All indemnification payments pursuant to this Article 10 shall be paid by the indemnifying party net of any net Tax benefits or insurance benefits that are actually received by the Party indemnified hereunder with respect to the claim in question (taking into account any tax or other consequences arising from the payment of the claim, the receipt of the indemnification payment, or the receipt of any insurance benefits). (d) Notwithstanding anything to the contrary contained in this Article 10, Sellers shall have no obligation to make any payments to any Purchaser Indemnified Person pursuant to Section 10.2 (other than from the escrow account established pursuant to the Closing Date Escrow Agreement) unless and until the escrow account established pursuant to the Closing Date Escrow Agreement shall be exhausted by (i) distributions or payments made under the Closing Date Escrow Agreement, (ii) the amount of claims made by Purchaser under the Closing Date Escrow Agreement pending resolution thereunder, or (iii) any combination of the matters referred to in the preceding clause (i) or (ii). (e) Except for (i) post-closing covenants contained in Section 4.4, Article 9, Article 11 or Article 12 hereof, (ii) obligations pursuant to the Closing Date Escrow Agreement, or the Noncompetition Agreements or the Right of First Refusal Agreements and (iii) claims based on fraud, in each case as to which the limitations in Sections 10.5(a), 10.5(b), and 10.5(d) shall not be liable apply and as to which the Parties shall have all remedies available to them at law or in equity, if the Closing occurs the sole and exclusive remedy of the parties hereto for any settlement breach or nonperformance of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions provision of this Section 8. Agreement shall be the indemnification provided by this Article 10. (f) Notwithstanding anything in this Section 8 any other provision contained herein to the contrary, no Purchaser Indemnified Person or Seller shall be entitled to indemnification under Section 10.2(a) or Section 10.3(a) for Damages arising from or in connection with a breach of a representation or warranty if such Indemnified Person had actual knowledge of such breach at any time an Indemnified Person shall have requested on or before the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonClosing.

Limitations. 9.1 Notwithstanding the foregoing, the Company shall have no liability with respect to any Losses in excess of the Subscription Price paid for the Subscription Shares except in the case of fraud, wilful concealment or wilful misrepresentation on the part of the Company, in which case no such limitation shall apply. 9.2 If any third party shall notify JD in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which JD believes would give rise to a claim, then JD shall promptly (i) notify the Company thereof in writing and (ii) transmit to the Company a written notice (“Claim Notice”) describing in reasonable detail, to the extent reasonably practicable, the nature of the Third Party Claim, along with a copy of all papers served with respect to such claim (if any). The Indemnifying Party failure to so notify the Company shall not relieve the Company of its obligations hereunder except to the extent any Losses are increased by an amount in excess of the Subscription Price paid for the Subscription Shares by the failure of JD to promptly notify the Company, and in such case, the amount in excess of the Subscription Price shall not be liable for any settlement recoverable by JD except in the case of fraud, wilful concealment or wilful misrepresentation on the part of the Company, in which case no such limitation shall apply. 9.3 Upon receipt of a Claim Notice with respect to a Third Party Claim, the Company shall have the right to assume the defense of any Proceedings effected without its Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying JD in writing that the Company elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Company, the Company shall have the right to control and settle the proceeding, provided, that, (i) any such settlement or compromise shall be permitted hereunder only with the written consent (of JD which consent shall not be unreasonably withheld). withheld or delayed; and (ii) and the Company shall keep JD reasonably informed of the progress of such defense on a regular basis. 9.4 If requested by the Company, JD shall, at the sole cost and expense of the Company, cooperate with the Company and its counsel in contesting any settlement Third Party Claim which the Company elects to contest, including the making of any Proceeding is consummated related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. JD shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Company and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under Clause 9.3 above) of any Third Party Claim assumed by the Company pursuant to Section 9.3. 9.5 In the event of a Third Party Claim for which the Company elects not to assume the defense or fails to make such an election within thirty (30) days of the Claim Notice, JD may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Company; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such ProceedingsCompany, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall not be granted unreasonably withheld or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Persondelayed.

Limitations. The Indemnifying Party (a) With respect to claims for Damages arising under Section 6.1(a), the Company Stockholders shall not be liable for any settlement such Damages until the aggregate amount of all such Damages exceeds $500,000 (at which point the Company Stockholders shall become liable for all Damages under Section 6.1(a), and not just amounts in excess of $500,000); provided that the limitation set forth in this sentence shall not apply to (i) claims based on fraud, (ii) any claim pursuant to Section 6.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1 (Organization, Qualification and Corporate Power), 2.2 (Capitalization), 2.3 (Authorization), 2.9 (Tax Matters) or 2.22 (Employee Benefits) or (iii) any claim pursuant to Section 6.1(e). (b) Except for claims based on fraud, claims relating to any of the Permitted Matters and claims for indemnification or contribution under Article VII, the Escrow Agreement shall be the exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under this Article VI from any Company Stockholder. Notwithstanding the foregoing, the Buyer shall not attempt to collect any Damages directly from any Company Stockholder unless there are insufficient unclaimed funds remaining in the Escrow Fund to satisfy such Damages pursuant to the Escrow Agreement. (c) Notwithstanding anything to the contrary herein, except for claims based on fraud in which the Company Stockholder participated, the aggregate liability of each Company Stockholder for Damages under this Article VI for any claims relating to fraud or any of the Permitted Matters shall not exceed the value as of the Effective Time of 100% of the Merger Consideration actually received by such Company Stockholder pursuant to this Agreement and the Escrow Agreement. The liability of each Company Stockholder to contribute to the payment of any Proceedings effected without claims pursuant to Section 6.1 shall be pro-rata (based on the percentage of the Merger Consideration allocable to such Company Stockholder pursuant to the terms hereof) and several and not joint. (d) No Company Stockholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its written consent representations, warranties, covenants or agreements. (which consent e) With respect to claims for Damages arising under Section 6.2(a), the Buyer and the Transitory Subsidiary shall not be unreasonably withheldliable for any such Damages until the aggregate amount of all such Damages exceeds $500,000 (at which point the Buyer and the Transitory Subsidiary shall become liable for all Damages under Section 6.2(a). If , and not just amounts in excess of $500,000); provided that the limitation set forth in this sentence shall not apply to (i) claims based on fraud or (ii) any settlement claim pursuant to Section 6.2(a) relating to a breach of the representations and warranties set forth in Sections 3.1 (Organization, Qualification and Corporate Power), 3.2 (Capitalization) and 3.3 (Authorization). (f) Notwithstanding anything to the contrary herein, (i) except for claims based on fraud and claims relating to any of the Permitted Matters applicable to the Buyer and the Transitory Subsidiary, the aggregate liability of the Buyer and the Transitory Subsidiary for Damages under this Article VI shall not exceed $5,000,000 and (ii) except for claims based on fraud, the aggregate liability of the Buyer and the Transitory Subsidiary for any claims relating to any of the Permitted Matters applicable to the Buyer and the Transitory Subsidiary shall not exceed the value as of the Effective Time of the aggregate Merger Consideration. (g) Except with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties under this Article VI shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement. (h) The amount of any Proceeding Damages for which indemnification is consummated provided under this Article VI shall be net of any payments actually received by the Indemnified Party from an insurance carrier with respect to such Damages, and if any Indemnified Party receives a payment from an insurance carrier in respect of Damages for which indemnification is provided under this Article VI after the written consent full amount of such Damages have been paid hereunder to the Indemnified Party or partial payment of such Damages have been made hereunder to the Indemnified Party and the amount received from the insurance carrier (net of reasonable costs incurred in collecting such insurance proceeds) exceeds the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedingsits representative, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason excess of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) the sum of the amount theretofore paid to such settlement is entered into more than 60 days after receipt by Indemnified Party pursuant to this Article VI plus the Indemnifying Party payment received from the insurance carrier in respect thereof (net of reasonable costs incurred in collecting such request for reimbursement and insurance proceeds), less (ii) the Indemnifying amount of such Damages. (i) The Indemnified Party shall not have reimbursed such Indemnified Person in accordance with such request prior will make reasonable efforts to mitigate its Damages to the date extent practical and to the extent such efforts do not involve risk of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person other substantial loss or injury. (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement j) For purposes of any pending or threatened Proceedings indemnity obligations of the Company Stockholders in respect of which indemnity has been sought hereunder by Taxes pursuant to this Agreement, the Company Stockholders shall have no liability for any such Indemnified Person unless Taxes (aor other Damages or Taxes in respect thereof) to the extent such settlement includes an unconditional release of such Indemnified Person Taxes are reflected in form the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and substance satisfactory to such Indemnified Person from all liability Tax income) set forth on the claims that are face of the subject matter of such Proceedings without the payment by Closing Balance Sheet (rather than in any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personnotes thereto).

Limitations. (a) Sellers shall not have any obligation to indemnify the Buyer Indemnitees from and against any Damages under Section 8.1(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Buyer Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1%) of the Purchase Price aggregated deductible (after which point Sellers will be obligated, severally, but not jointly, to indemnify the Buyer Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed five percent (5%) of the Purchase Price except in the case of fraud or intentional misrepresentation; provided, however, that the foregoing thresholds and limitations shall not apply to any indemnification provided by Sellers arising out of any Title Defects subject to Section 6.11(c) or Section 6.13(b) or the representations and warranties in Section 3.1 and Section 3.2 (b) Buyer shall not have any obligation to indemnify the Seller Indemnitees from and against Damages under Section 8.2(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Seller Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1%) of the Purchase Price aggregated deductible (after which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed five percent (5%) of the Purchase Price except in the case of fraud or intentional misrepresentation. (c) The Indemnifying rights of the Indemnified Parties under this Article VIII shall be the exclusive remedy of the Indemnified Parties with respect to any and all matters arising out of, relating to, or connected with this Agreement, Sellers and their assets and liabilities, including, without limitation, the Purchased Assets and the Assumed Liabilities; provided, however, that notwithstanding any other provision of this Agreement, nothing herein shall limit any claim of any Party for remedies at law or in equity for fraud or intentional misrepresentations. (d) The amount of Damages recoverable by an Indemnified Party under this Article VIII shall be reduced by any proceeds received by such Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any third party. Each Indemnified Party shall not be liable use its Reasonable Best Efforts to seek payment or reimbursement for any settlement Damages from its insurance carrier or other collateral sources. In the event that an Indemnified Party shall receive funds from any insurance carrier or collateral source with respect to any Damages, any such amounts so received shall be payable to the Indemnifying Party, regardless of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with when received by the written consent of Indemnified Party, up to such amount previously paid by the Indemnifying Party or if there is their Affiliates with respect to such Damages. (e) Notwithstanding anything to the contrary contained in this Agreement, following a Final Order for the plaintiff in any such Proceedings, determination that the Indemnifying Party agrees is obligated to indemnify and hold harmless each the Indemnified Person from and against any and all Losses by reason of such settlement Party pursuant to Sections 8.1(a) or judgment in accordance with8.2(a), and subject to the limitations ofdeductible amounts set forth in Sections 8.5(a) or 8.5(b), and solely for purposes of determining the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement amount of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims Damages that are the subject matter of a claim for indemnification hereunder, each representation and warranty in this Agreement and each certificate or document delivered pursuant hereto shall be read without regard and without giving effect to the term(s) “material” or “Material Adverse Effect” in each instance where the effect of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation term(s) would be to make such representation and warranty less restrictive (bas if such words and surrounding related words (e.g., “reasonably be expected to,” “could have” and similar restrictions and qualifiers) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personwere deleted from such representations and warranty).

Limitations. (a) The Indemnifying Party Semotus Indemnified Parties shall not be liable entitled to any indemnification payment from Flint or the Parent under Section 11.1 above for breaches of representations and warranties unless and until the cumulative amount of all Semotus Losses determined to have been incurred by the Semotus Indemnified Parties as a result of all such breaches exceeds $100,000 (the "Semotus Deductible"); PROVIDED, HOWEVER, that no payment shall be made, no amount shall be counted towards satisfaction of the Semotus Deductible and no right to indemnification shall exist with respect to any individual Loss of less than $10,000 (the "Semotus De Minimis Amount") it being understood that any related Loss or Losses arising out of similar facts or circumstances shall be considered as one Loss for purposes of determining whether the Semotus De Minimis Amount has been satisfied and it being further understood that for any settlement such Loss exceeding such Semotus De Minimis Amount, a payment shall be made for the full amount of the Loss (subject to the Semotus Deductible); PROVIDED, HOWEVER, if such aggregate amount exceeds $100,000, then in such event the Semotus Indemnified Parties shall be entitled to an indemnification payment for the full amount of Losses that exceeds such $100,000. The Semotus Deductible and the Semotus De Minimis Amount shall not apply to the obligations of Flint and Parent herein to indemnify the Semotus Indemnified Parties in connection with (x) a breach by Flint or Parent of a representation or warranty contained in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.7 (Sufficiency of and Title to Assets), Section 4.15 (Tax Returns; Taxes) or Section 5.1 (Authorization) or (y) any Proceedings effected without its written consent breach of a covenant by Flint or Parent herein. (which consent b) The Flint Indemnified Parties shall not be unreasonably withheldentitled to any indemnification payment from Semotus under Section 11.2 above for breaches of representations and warranties unless and until the cumulative amount of all Flint Losses determined to have been incurred by the Flint Indemnified Parties as a result of all such breaches exceeds $100,000 (the "Flint Deductible"). If any settlement of any Proceeding is consummated with the written consent ; PROVIDED, HOWEVER, that no payment shall be made, no amount shall be counted towards satisfaction of the Indemnifying Party Flint Deductible and no right to indemnification shall exist with respect to any individual Loss of less than $10,000 (the "Flint De Minimis Amount") it being understood that any related Loss or if there is Losses arising out of similar facts or circumstances shall be considered as one Loss for purposes of determining whether the Flint De Minimis Amount has been satisfied and it being further understood that for any such Loss exceeding such Flint De Minimis Amount, a Final Order payment shall be made for the plaintiff in any such Proceedings, full amount of the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and Loss (subject to the limitations ofFlint Deductible); PROVIDED, HOWEVER, if such aggregate amount exceeds $100,000, then in such event the provisions Flint Indemnified Parties shall be entitled to an indemnification payment for the full amount of this Section 8Losses that exceeds such $100,000. Notwithstanding anything in this Section 8 The Flint Deductible and the Flint De Minimis Amount shall not apply to the contrary, if at any time an obligations of Semotus herein to indemnify the Flint Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses Parties in connection with investigating, responding to (x) a breach by Semotus of a representation or defending any Proceedings as contemplated by this warranty contained in Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if 6.1 (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretionOrganization), effect Section 6.2 (Authorization) or Section 6.15 (Tax Returns; Taxes) or (y) any settlement breach of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder a covenant by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonSemotus herein.

Limitations. The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings17.1 Subject to clauses 17.2 and 17.3, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against Buyer shall make any and all Losses Claims relating to any Breach by reason the Sellers of such settlement or judgment in accordance withany of the Sellers' Warranties exclusively under the W&I Insurance Policy, and subject the Buyer is not entitled to pursue any action against the Sellers in respect of any Breach of any of the Sellers' Warranties save for in case such Claim is the consequence of fraud or wilful misconduct by the Sellers on or prior to Closing. Consequently, the Sellers are not liable for and the Buyer has irrevocably and unconditionally released the Sellers of any and all liability for any breach of the Sellers' Warranties, except as explicitly set out in this Agreement. For the avoidance of doubt, in the event of Breach of the Sellers' Warranties repeated at Closing other than a Breach of Fundamental Warranties, occurring in the period between the Signing Date and the Closing Date, the Sellers shall incur no liability for such Breach. The Buyer accepts that in the event no W&I Insurance Policy is taken out or the W&I Insurance Policy is terminated for whatever reason, the Sellers shall have no liabilities with respect to the limitations ofSellers' Warranties, save in the provisions event of this Section 8fraud or wilful misconduct or a Breach of the Sellers’ Fundamental Warranties. Notwithstanding anything in this Section 8 to The Buyer also undertakes and covenants with the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if Sellers that it must not knowingly (i) such settlement is entered into more than 60 days after receipt take or omit to take any action which has the effect of invalidating the W&I Insurance Policy (or any Claim to which the W&I Insurance Policy relates) or (ii) amend, vary or terminate the Insurance Policy without the prior written approval of the Sellers' Representative. 17.2 In the event of a Breach by the Indemnifying Party Sellers as a consequence of such request for reimbursement fraud or wilful misconduct, the Sellers, as applicable, undertake to indemnify the Buyer by payment of damages to the Buyer in accordance with the general principles of Danish Law except the Buyer is not entitled to terminate (hæve) the Agreement; provided, however, that (i) a Claim on the basis of fraud or wilful misconduct by one or more Sellers can only be directed against the Seller(s) having acted fraudulently or having wilful misconducted and (ii) only the Indemnifying Party shall Seller(s) having acted fraudulently or wilful misconducted will be severally (and not have reimbursed jointly) liable for the aforementioned Claim. 17.3 In the event of a Breach of any of the Sellers' Fundamental Warranties by a Seller, and to the extent that the Loss (or any part of the Loss) for such Indemnified Person Breach is not recoverable under the W&I Insurance (regardless of whether such inability to recover under the W&I Insurance is due to limitation in coverage, limitations in the policy period or monetary limitations / thresholds or any other requirement or limitation in the W&I Insurance), such Seller in breach of the Sellers' Fundamental Warranties undertakes to severally (and not jointly) indemnify the Buyer by payment of damages to the Buyer in accordance with the general principles of Danish Law subject to clauses 17.5 and 18 and to the effect that the relevant Seller’s liability for such request Seller’s Breach of the Sellers’ Fundamental Warranties shall be capped to such Seller’s pro rata portion of the Purchase Price. 17.4 Any amount of indemnification paid by the Sellers to the Buyer under the Agreement shall be regarded as a reduction of the Purchase Price. 17.5 After Closing, the rights described in clauses 15, 16, 17 and 18 (and clause 23.5) are to be the Buyer's exclusive remedy for Breach. Except for the situations described in clause 10, the Buyer is not entitled to terminate (hæve) the Agreement or demand a proportionate reduction of the Purchase Price (forholdsmæssigt afslag). 17.6 To the extent the Buyer will enforce a Claim for Breach, the Buyer is to seek its remedy against the Sellers, exclusively under the provisions of the Agreement and accordingly, except in case of fraud or wilful misconducted, the Buyer expressly waives any right to claim damages from any employee or member of management of the Sellers or an Affiliate of the Sellers or from the present or former members of the board of directors of a Group Company with respect to any act or omissions of such Persons, in each case, in their aforementioned capacities prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonClosing Date.

Limitations. The Indemnifying Party 8.1 This Clause 8 limits the liability of the Seller, as specified, in relation to Claims but shall not apply to any Claim: (a) which is the consequence of or involves fraud, dishonesty or wilful concealment by or on behalf of the Seller; or (b) under paragraphs 1 or 2 of Schedule 3. ler shall not be liable for a Claim unless the Buyer has given the Seller Claim, specifying (in reasonable detail and to the extent then possible) m and the amount claimed: in the case of a Tax Related Claim, within the period of [seven years] f Completion; or in the case of a Warranty Claim (excluding a Tax Warranty Claim), with of 24 months following Completion. gregate maximum liability of the Seller for all and any settlement of any Proceedings effected without its written consent (which consent Claims when take an amount equal to the Consideration. yer: shall not be unreasonably withheld)entitled to recover any amount in respect of any Warranty the amount of such Warranty Claim (together with any connected Warr exceeds £[AMOUNT], in which event the whole of such amount shall b and not merely the excess over £[AMOUNT]; and shall not be entitled to recover any amount in respect of any Warranty the amount of such Warranty Claim, when aggregated with the Seller’s other Warranty Claims, exceeds £[AMOUNT], in which event the whole amount shall be recoverable and not merely the excess over £[AMOUN ler shall not have any liability in respect of any Warranty Claim: to the extent that any specific allowance, specific provision or specific r made in the Completion Accounts in respect of the matter or circumsta to the Warranty Claim; to the extent that such liability would not have arisen but for any volun omission of the Company carried out after Completion which the Buyer reasonably to have known would give rise to such liability and where a course of action was available to the Company but excluding any act: (i) carried out pursuant to a legally binding obligation of the Comp or entered into on or before Completion; or (ii) pursuant to an obligation imposed by any Law or any reporting practice or requirement in force at Completion; to the extent that such liability arises as a result of any increase in rate after Completion with retrospective effect or of any change in Law (incl decision of any court or tribunal) or any published practice or concessio 8.2 The Sel written notice of such the nature of the Clai (a) ollowing (b) in the period 8.3 The ag n together shall be 8.4 The Bu (a) Claim unless anty Claims) e recoverable (b) Claim unless liability for of such T]. 8.5 The Sel (a) eserve was nce giving rise (b) tary act or knew or ought n alternative any incurred or accounting (c) s of Tax made ▇▇▇▇▇ a n of any Tax (d) to the extent that such liability arises as a result of any change after Completion in the bases, methods or policies of accounting of the Company save where such change is made to comply with generally accepted accounting practice or the published practice of any Tax Authority. 8.6 Where the Buyer or the Company is, at the time of the Buyer notifying a Warranty Claim, entitled to recover under a policy of insurance in respect of the matter giving rise to such Warranty Claim, the Buyer shall take, and shall procure that the Company shall take, all reasonable steps to make such recovery. If any settlement the Buyer or the Company recovers an amount from a policy of any Proceeding is consummated with insurance, the written consent amount of the Indemnifying Party relevant Warranty Claim shall be reduced by the amount recovered less all reasonable costs, charges and expenses incurred in, or if there is as a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations result of, the provisions of this Section 8recovery. Notwithstanding anything in this Section 8 to ng Completion, the contrary, if at any time an Indemnified Person Buyer shall have requested the Indemnifying Party no right to reimburse such Indemnified Person for legal rescind this Agreement e of fraud or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personfraudulent misrepresentation.

Limitations. (a) The Indemnifying Party shall not Company will be liable for any settlement Indemnifiable Damages pursuant to Section 6.1(a); provided that the Company shall have no liability hereunder for claims of any Proceedings effected without its written consent Indemnifiable Damages pursuant to Section 6.1(a)(i) (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations other than those arising out of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal resulting from or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (iA) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act Fraud by or on behalf of the Company or (B) any failure of any of the Fundamental Representations to be true and correct, such claims, the “General Claims”) unless and until the such Indemnifiable Damages exceed $25,000 (the “Basket”), at which time the Acquirer Indemnified PersonPersons shall be entitled to recover all the Indemnifiable Damages the Acquirer Indemnified Persons has incurred (including Indemnifiable Damages counting towards the Basket). (b) The sole and exclusive recourse for Acquirer to recover any Indemnifiable Damages arising out of, resulting from or in connection with General Claims shall be the cancellation of the Acquirer Class A Units held by the Company and any Company Stockholders and the aggregate Liabilities of the Company for Indemnifiable Damages arising from General Claims shall be limited to 10% of the total Acquirer Class A Units actually issued by Acquirer to the Company as of the Closing Date (the “Cap”). (c) The sole and exclusive recourse for Acquirer to recover any Indemnifiable Damages arising out of, resulting from or in connection with Indemnifiable Matters (other than Fraud) shall be the cancellation of the Acquirer Class A Units actually issued by Acquirer to the Company as of the Closing and held by the Company and/or any Affiliates of the Company as of the time of the applicable claim. (d) There shall be no limit on Acquirer Indemnified Persons’ recourse for Indemnifiable Damages arising in respect of Fraud. (e) All Indemnifiable Damages will be calculated net of (i) any amounts recovered by the Acquirer (net of Taxes and any costs of investigation of the underlying claim and of collection) pursuant to any indemnification by or indemnification agreement with any Person (other than this Agreement), and (ii) any proceeds under any insurance policy (net of any costs of investigation of the underlying claim and of collection) received as an offset against such Indemnifiable Damages (each source of recovery referred to in clauses (i) and (ii), a “Collateral Source”). If the amount to be netted hereunder in connection with a Collateral Source from any payment required under this Article 6 is received after payment by the Company of any amount otherwise required to be paid to Acquirer pursuant to this Article 6, the Company shall repay to the Acquirer, promptly after such receipt, any amount that the Company would not have had to pay pursuant to this Article 6 had such receipt occurred at the time of such payment. (f) For all purposes under this Article 6, Acquirer Class A Units shall be deemed to have a value equal to the fair market value thereof as of date of the indemnification claim is submitted, as determined in writing in good faith by the managing member of Acquirer in its reasonable discretion (the “Fair Market Value”); provided that if the Company objects to the determination of such managing member, the Company may notify Acquirer in writing of the specific objections the Company has relating to such value and the Company’s determination of Fair Market Value, within 15 days of the delivery of the indemnification claim. If the parties cannot agree on the Fair Market Value within 30 days thereafter, the parties the Fair Market Value will be determined an independent valuation expert experienced in valuing firms similar to Acquirer and approved by both parties.

Limitations. The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with Notwithstanding the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance withforegoing, and subject only to the limitations ofset-off provisions with respect to Alliance's accounts receivable provided for in subsection 2.11(a) hereof, each of the parties covenants and agrees that the indemnification provisions of this Section 84 shall not be applicable unless and until the aggregate of all indemnifiable amounts sought against the indemnifying parties first exceeds $50,000, in which event the party seeking indemnification may seek indemnification for amounts in excess of $50,000; provided, however, that the Alliance Stockholders shall not have any liability with respect to the representation and warranty relating to receivables unless and until the amounts of defenses, set-offs, counterclaims or disputes exceed $100,000; provided further that any such amounts shall be applied to the $50,000 basket provided for herein with respect to other damages (exclusive of the aforementioned set-offs for receivables up to an aggregate amount of $100,000). Notwithstanding anything in this Section 8 any obligations to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8indemnify pursuant hereto, the Indemnifying Party maximum liability of each of the Alliance Stockholders shall be liable the value of their respective share of the Stock Consideration, as valued at the closing bid price of Take-Two Common Stock on the Nasdaq SmallCap Market for any settlement the trading day immediately preceding the date hereof. Satisfaction of any Proceedings effected without its written consent if obligation to indemnify may be satisfied (i) such settlement is entered into more than 60 days after receipt by delivery of shares of Take-Two Common Stock (valued at the Indemnifying Party of such request closing bid price for reimbursement and the Take-Two Common Stock the trading day immediately preceding the date hereof) or (ii) the Indemnifying Party by cash. In no event shall not any Alliance Stockholder have reimbursed such Indemnified Person any liability for indemnification obligations under this Agreement in accordance with such request prior excess to the date market value of such settlementtheir Stock Consideration (as valued above) received by that individual Alliance Stockholder. The Indemnifying Party shall not, without closing bid price for the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability Take-Two Common Stock on the claims that are Nasdaq Small Cap Market for the subject matter of such Proceedings without trading preceding the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Persondate hereof was 5 3/8.

Limitations. The Indemnifying Party Notwithstanding the provisions of Section 12.2 above, ----------- Parent shall not be liable for obligated to effect any settlement registration, qualification or compliance of any Proceedings effected without its written consent (which consent Registrable Securities pursuant to Section 12.2 of this Agreement, and the Holders shall not be unreasonably withheld). If entitled to sell Registrable Securities pursuant to any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions registration statement filed under Section 12.2 of this Section 8. Notwithstanding anything in this Section 8 to the contraryAgreement, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless applicable: (a) if Form S-3 is not then available for such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on offering by the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and Holders; (b) does not include any statement if Parent shall furnish to the Holders (and all other holders of Parent's registrable securities) a certificate signed by an officer of Parent stating that, in the good faith judgment of such officer, it would be detrimental to Parent and its stockholders for such Permitted Window to be in effect at such time, due, for example, to the existence of a material development or potential material development involving Parent which Parent would be obligated to disclose in the prospectus contained in the Shelf Registration (or Subsequent Registration, as applicable), which disclosure would, in the good faith judgment of such officer, be premature or otherwise inadvisable at such time or would have a material adverse affect upon Parent and its stockholders, in which event Parent will have the right to or any admission of fault, culpability or a failure to act by or on behalf defer the filing of any Indemnified Personsuch Shelf Registration (or Subsequent Registration, if applicable) for a period of not more than forty days after delivery of such certificate to the Holders; (c) if Parent is acquired and Parent Common Stock ceases to be publicly traded and the consideration received in such acquisition is cash and/or publicly traded securities registered under the Securities Act; (d) in any particular jurisdiction in which Parent would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless Parent is already subject to service of process in such jurisdiction; or (e) if the SEC refuses to declare such registration effective due to the participation of any particular Holder in such registration (unless such Holder withdraws all such Holder's Registrable Securities from such registration statement); or if the manner in which any Registrable Securities are disposed of pursuant to the Shelf Registration (or Subsequent Registration, as applicable) is not included within the plan of distribution set forth in the prospectus for the Shelf Registration (or Subsequent Registration, as applicable).

Limitations. The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject Notwithstanding anything contained to the limitations ofcontrary in this Master Transaction Agreement, a Party's right to recover any amounts under the indemnification provisions of this Section 8. Notwithstanding anything Article X shall be limited as provided in this Section 8 10.06. (a) All representations, warranties and associated indemnities made by the parties shall survive the Closing and shall thereafter terminate and expire twenty-four (24) months after the Closing Date, except that indemnities with respect to tax matters and environmental matters, shall survive for a period equal to the contrarystatute of limitations applicable to any claim arising from or attributable to such matters; provided, if at however, that notwithstanding the foregoing, the rights and obligations with respect to indemnification as provided in Article X shall continue with respect to any time an matter for which indemnification has been properly sought pursuant to the terms and conditions of this Master Transaction Agreement prior to the expiration of any such survival period. (b) The Physician Parties' liabilities to Raytel Indemnified Persons pursuant to this Article X shall be limited as follows: with respect to any claim for indemnification under Section 10.01, no Raytel Indemnified Person shall be entitled to indemnification pursuant to Article X until the Raytel Indemnified Parties in the aggregate have requested suffered or incurred Indemnity Losses of $25,000, and each Physician Party's obligations under this Article X shall be limited to the Indemnifying Party amount set forth opposite such Physician Party's name on the Disclosure Schedule; provided, however, that nothing contained in this Section 10.06(b) shall be deemed to reimburse such limit or impair an Raytel Party's right to seek injunction or other equitable relief for a Physician's breach of any provision set forth in the Non-Competition Covenant attached to the Asset Purchase Agreement or in the Partnership Interest Purchase Agreement. (c) The Raytel Parties' liabilities to Physician Indemnified Persons pursuant to this Article X shall be limited as follows: with respect to any claim for indemnification under Section 10.02, no Physician Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by entitled to indemnification pursuant to Article X until the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Physician Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld Persons in the Indemnified Party’s sole discretion), effect any settlement aggregate have suffered or incurred Indemnity Losses of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person$25,000.

Limitations. The Indemnifying Party Notwithstanding any other provision in this Article X, ----------- TranSwitch will be entitled to indemnification only to the extent that the aggregate Indemnifiable Amounts (which shall not be liable determined for all purposes of this Article X disregarding any settlement qualification in any representation or warranty as to "materially" or "material") exceed Two Hundred Thousand Dollars ($200,000.00) (the "Threshold Amount"), provided that at such time as the amount ---------------- to which TranSwitch is entitled to be indemnified exceeds the Threshold Amount, TranSwitch shall be entitled to be indemnified up to the full Indemnifiable Amounts including the Threshold Amount. Any claim for Indemnifiable Amounts hereunder shall be offset or reduced by the amount of any Proceedings effected without its written consent insurance proceeds actually received by TranSwitch and/or the Surviving Corporation in respect of such losses; provided, however, that nothing herein shall require TranSwitch or -------- ------- the Surviving Corporation to obtain or maintain any such insurance, nor to proceed against any policies so obtained, in lieu of or prior to obtaining the indemnification provided for in this Article X. The aggregate amount to which TranSwitch will be entitled to be indemnified will not exceed a dollar amount equal to twenty-five percent (which consent shall not be unreasonably withheld25%) of (i) Total TranSwitch Common Shares plus (ii) TranSwitch Stock (as defined in the Purchase Agreement). If any settlement , valued at the Average Price, and the liability of any Proceeding is consummated with single Shareholder for indemnification obligations after the written consent termination of the Indemnifying Party Escrow Agreement (whether such termination is due to the depletion of amounts held in escrow pursuant to the Escrow Agreement or if to the passage of time) shall be further limited to such Shareholder's pro rata share of any Indemnifiable Amounts based on the number of shares of TranSwitch Common Stock received by such Shareholder relative to the aggregate number of shares of TranSwitch Common Stock distributed in respect of shares of Alacrity Common Stock and Preferred Stock; provided, however, that there is will be no limitation on the obligations of any person for Indemnifiable Amounts arising out of criminal activity or intentional fraud or willful misstatements or willful omissions by Alacrity or such person. Any Indemnifiable Amounts payable by a Final Order for shareholder of Alacrity pursuant to the plaintiff preceding sentence will be net of, and in any such Proceedingsaddition to, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against shareholder's portion of any and all Losses by reason portion of such settlement or judgment in accordance with, and subject the property held pursuant to the limitations ofEscrow Agreement that is payable to TranSwitch; provided, however, that TranSwitch will first seek reimbursement of any Indemnifiable Amounts pursuant to the provisions of this Section 8. Notwithstanding anything the Escrow Agreement, but may seek indemnification hereunder with respect to any deficiency in this Section 8 any Indemnifiable Amounts not satisfied by the property held pursuant to the contrary, if at any time an Indemnified Person shall have requested Escrow Agreement after the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, termination of the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonEscrow Agreement.

Limitations. 9.4.1 Subject to fraud and willful concealment (dol), the Sellers’ liability shall be limited as follows: (a) No amounts of indemnity shall be payable for a breach of the Representations and Warranties (other than the Fundamental Warranties) unless and until: (i) each claim or a series of claims arising from the same or substantially the similar facts or circumstances exceeds twenty five thousand euros (€25,000) (the “De Minimis Threshold”); and (ii) the Losses suffered in the aggregate exceed two million euros (€2,000,000) (the “Deductible Amount”), in which case the Purchaser shall be entitled to be recover the amount of Loss in excess of the Deductible Amount within the limit of the R&W Cap, provided that an indemnification payment for Losses with respect to any breach of any Fundamental Warranty shall not be subject to the De Minimis Threshold or the Deductible Amount. (b) No amounts of indemnity shall be payable by the Sellers for a Loss arising out of an inaccuracy or a breach of the Representations and Warranties (other than the Fundamental Warranties) in excess of €2.24 million (the “R&W Cap”). Any Loss in excess of such amount shall be solely covered by the Warranty Liability Insurance Policy, it being specified, for the avoidance of doubts, that the fact that such Loss would not be covered by the Warranty Liability Insurance Policy, shall in no event entail any increase of the R&W Cap and under no circumstances shall the Sellers have any indemnification obligation towards the Purchaser in this regard. (c) No amounts of indemnity shall be payable by the Sellers for a Loss arising out of an ACTIVE/99344198.6 inaccuracy or a breach of the Fundamental Warranties in excess of the Closing Purchase Price (and, for each relevant Seller, the portion of the Closing Purchase Price received by it). 9.4.2 The Indemnifying Party Sellers shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless any Claim to the extent that: (a) such settlement includes an unconditional release of such Indemnified Person the facts, matters or circumstances giving rise to the Claim against the Seller were Fairly Disclosed to the Purchaser in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and Disclosed Information; (b) does the Claim relates to any liability or obligation that would not include any statement as to have arisen but for a change in Law, case law or regulatory provisions (including the GAAP) or any admission of faultpublished practice from any Governmental Authority, culpability or a failure to act by or on behalf of any Indemnified Personoccurring after the 12 February 2019.

Limitations. (a) Sellers shall not have any obligation to indemnify the Buyer Indemnitees from and against any Damages under Section 8.1(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Buyer Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1%) of the Purchase Price aggregated deductible (after which point Sellers will be obligated, severally, but not jointly, to indemnify the Buyer Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed ten percent (10%) of the Purchase Price except in the case of fraud or intentional misrepresentation; provided, however, that the foregoing thresholds and limitations shall not apply to any indemnification provided by Sellers arising out of any Title Defects subject to Section 6.11(c) or Section 6.2(b) or the representations and warranties in Sections 3.1, 3.2, 3.9 and 3.13. (b) Buyer shall not have any obligation to indemnify the Seller Indemnitees from and against Damages under Section 8.2(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Seller Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1%) of the Purchase Price aggregated deductible (after which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed ten percent (10%) of the Purchase Price except in the case of fraud or intentional misrepresentation. (c) The Indemnifying rights of the Indemnified Parties under this Article VIII shall be the exclusive remedy of the Indemnified Parties with respect to any and all matters arising out of, relating to, or connected with this Agreement, Sellers and their assets and liabilities, including, without limitation, the Purchased Assets and the Assumed Liabilities; provided, however, that notwithstanding any other provision of this Agreement, nothing herein shall limit any claim of any Party for remedies at law or in equity for fraud or intentional misrepresentations. (d) The amount of Damages recoverable by an Indemnified Party under this Article VIII shall be reduced by any proceeds received by such Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any third party. Each Indemnified Party shall not be liable use its Reasonable Best Efforts to seek payment or reimbursement for any settlement Damages from its insurance carrier or other collateral sources. In the event that an Indemnified Party shall receive funds from any insurance carrier or collateral source with respect to any Damages, any such amounts so received shall be payable to the Indemnifying Party, regardless of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with when received by the written consent of Indemnified Party, up to such amount previously paid by the Indemnifying Party or if there is their Affiliates with respect to such Damages. (e) Notwithstanding anything to the contrary contained in this Agreement, following a Final Order for the plaintiff in any such Proceedings, determination that the Indemnifying Party agrees is obligated to indemnify and hold harmless each the Indemnified Person from and against any and all Losses by reason of such settlement Party pursuant to Sections 8.1(a) or judgment in accordance with8.2(a), and subject to the limitations ofdeductible amounts set forth in Sections 8.5(a) or 8.5(b), and solely for purposes of determining the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement amount of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims Damages that are the subject matter of a claim for indemnification hereunder, each representation and warranty in this Agreement and each certificate or document delivered pursuant hereto shall be read without regard and without giving effect to the term(s) “material” or “Material Adverse Effect” in each instance where the effect of including such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation term(s) would be to make such representation and warranty less restrictive (bas if such words and surrounding related words (e.g., “reasonably be expected to,” “could have” and similar restrictions and qualifiers) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personwere deleted from such representations and warranty).

Limitations. The Indemnifying Party Tenant shall not make, or suffer to be liable for made, any settlement of ----------- alterations, improvements or additions in, on, about or to the Premises or any Proceedings effected part thereof, without its the prior written consent of Landlord (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with ) and without a valid building permit issued by the written appropriate governmental authority; provided, however, Landlord's consent of the Indemnifying Party or if there is a Final Order shall not be required for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if interior non-structural alterations which (i) such settlement is entered into more cost less than 60 days after receipt by the Indemnifying Party Twenty Thousand Dollars ($20,000.00) per work of such request for reimbursement improvement and (ii) cost less than Seventy Five Thousand Dollars ($75,000.00) for all alterations made in any twelve (12) month period. As a condition to, and concurrently with, the Indemnifying Party giving of such consent Landlord may require that Tenant agree to remove any such alterations, improvements or additions at the termination of this Lease, and to restore the Premises to their prior condition. Unless Landlord requires that Tenant remove any such alteration, improvement or addition at the time that Landlord provides its consent thereto, any alteration, addition or improvement to the Premises, except movable furniture and trade fixtures not affixed to the Premises, shall become the property of Landlord upon termination of the Lease and shall remain upon and be surrendered with the Premises at the termination of this Lease. Without limiting the generality of the foregoing, all heating, lighting, electrical (including all wiring, conduit, outlets, drops, ▇▇▇▇ ducts, main and subpanels), air conditioning, partitioning, drapery, and carpet installations made by Tenant regardless of how affixed to the Premises, together with all other additions, alterations and improvements that have become an integral part of any of the Buildings, shall be and become the property of the Landlord upon termination of the Lease, and shall not have reimbursed such Indemnified Person in accordance be deemed trade fixtures, and shall remain upon and be surrendered with such request prior to the date Premises at the termination of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personthis Lease.

Limitations. The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. a) Notwithstanding anything in this Section 8 contained herein to the contrary, if at any time an no Indemnified Person may recover in respect of any claim for indemnification that is made pursuant to either Section 8.07 or Section 8.08, as appropriate, and does not involve fraud, willful breach or intentional misrepresentation by the other Indemnified Person unless and until Damages in an individual amount greater than $10,000 (the “De Minimis Threshold”) and in an aggregate amount greater than $25,000 (the “Basket”) have been incurred, paid or properly accrued, in which case the Parent Indemnified Persons or Company Indemnified Persons, as the case may be, may make claims for indemnification in respect of any Damages from the first dollar (including the first $25,000); provided that all claims for indemnification which individually exceed the De Minimis Threshold may be aggregated for purposes of determining whether the Basket has been reached, and that, for purposes of determining whether claims for indemnification individually exceed the De Minimis Threshold and whether such De Minimis Threshold has been reached, all claims for indemnification arising out of the same, similar or related set of facts, circumstances or events giving rise to an alleged breach or violation of the representations and warranties contained herein shall have requested be aggregated; provided further, however, that any Damages covered by clauses (iv) and (v) of Section 8.07 or arising from or relating to a breach of any Special Representation are not subject to either of the Indemnifying Party De Minimis Threshold or the Basket and may be deducted from Escrow Cash on a dollar for dollar basis. (b) Any obligation to reimburse such indemnify a Parent Indemnified Person for legal or other expenses Damages shall be satisfied as follows: first, out of the Escrow Cash pursuant to the terms of the Escrow Agreement, as such amount may be replenished pursuant to Section 2.01(g)(iv) herein, in connection with investigatingwhich case the Escrow Cash shall be reduced by the amount of any such Damages; second, responding through any Earnout Consideration paid into Escrow and comprising part of the Escrow Amount pursuant to Section 2.01 (g)(iv); and third, if and to or defending the extent such Damages include a Payable Post-Closing Adjustment, if the aggregate of all Damages exceeds both the Escrow Cash and any Proceedings as contemplated by this Section 8Earnout Consideration payable hereunder, Company Shareholder shall promptly pay such excess amount directly to Parent Indemnified Persons; provided, however, that, absent fraud, the Indemnifying Party maximum amount of Damages for which the Company Stockholder and Incentive Plan Participants shall be liable for any settlement hereunder (including Section 8.11) shall be $980,000, plus the amount of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any nonPayable Post-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonClosing Adjustment.

Limitations. The remedies provided in this Article 11 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Parties. Notwithstanding the foregoing, (a) no Indemnifying Party shall not be liable for incur any settlement indemnification obligations under this Article 11 unless and until the aggregate amount of any Proceedings effected without its written consent Claims incurred by the Indemnified Party reaches $35,000 (the "Indemnification Threshold"), at which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable in full for all such Claims incurred by the Indemnified Party, including the first $35,000 of Claims; provided, however, that neither Seller nor Buyer shall incur indemnification obligations under this Article 11 in excess of the sum of the Closing Purchase Price and the Additional Shares earned pursuant to Section 3.5 hereof (such shares to be valued in accordance with the terms of Section 3.5(e)) (the "Maximum Indemnification Threshold"), and (b) neither Buyer nor Seller shall be entitled to bring any settlement Claim under this Article 11 after the second (2nd) anniversary of any Proceedings effected without its written consent if the Closing Date, except for Claims relating to (i) such settlement is entered into more than 60 days after receipt by fraud or intentional misrepresentation and Sections 4.11 and 4.16, as to which an Indemnified Party may make a claim for indemnity until the Indemnifying Party expiration of such request for reimbursement the period of the applicable statute 28 of limitations, if any; and (ii) Section 4.4, as to which an Indemnified Party may make a Claim for indemnity at any time. Notwithstanding any provision to the Indemnifying Party contrary contained in this Agreement, each of Buyer and Seller shall not have reimbursed such Indemnified Person be liable to indemnify the other party in accordance with such request full for fraud or intentional misrepresentation, without regard to the Indemnification Threshold or the Maximum Indemnification Threshold, except that damages arising from fraud or intentional misrepresentation shall be considered in assessing whether the Indemnification Threshold has been satisfied. For the purposes of this Article 11, the phrase "fraud or intentional misrepresentation" shall mean any fraudulent or intentional misrepresentation, or reckless disregard, of a material fact or condition existing on or prior to the date of such settlement. The Indemnifying Party shall notClosing Date, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition intentional or reckless omission of any non-monetary penalty a material fact or obligation and (b) does not include any statement as condition existing on or prior to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personthe Closing Date.

Limitations. (a) The Parent Indemnified Parties will not be entitled to indemnification, compensation and reimbursement with respect to any General Representation Claim pursuant to Section 6.2(a) unless the Parent Indemnified Parties have incurred, as to all General Representation Claims, Losses in excess of [***]in the aggregate (the “Basket”), after which the Parent Indemnified Parties shall be entitled to be indemnified for Losses from the first dollar. (b) Subject to Sections 6.4(a) and 6.4(e), in the case of any General Representation Claim, each Indemnifying Securityholder shall be severally and not jointly liable for such Indemnifying Securityholder’s Pro Rata Share of any Losses resulting therefrom, provided that the aggregate liability for the Indemnifying Securityholders for all General Representation Claims shall be capped at [***] (the “General Representation Cap”). The Basket and the General Representation Cap shall not apply to Claims or Losses under any Special Matters, or any Claims or Losses for Fraud. (c) The Stockholder Indemnified Parties will not be entitled to indemnification, compensation pursuant to Section 6.3(a) unless and until the aggregate of all Losses for which the Stockholder Indemnified Parties would, but for this Section 6.4(c) be entitled to indemnification hereunder exceeds the Basket, after which the Stockholder Indemnified Parties shall be entitled to be indemnified for Losses in excess of such amount, up to the General Representation Cap. (d) In no event will the aggregate amount of Losses for which the Stockholder Indemnified Parties will be indemnified and held harmless and entitled to recover under Section 6.3(b) exceed $[***] provided, further, that notwithstanding anything herein to the contrary, no Stockholder Indemnified Party shall have the right to be indemnified for any Losses to the extent they are in the nature of (a) consequential or special damages or (b) punitive or exemplary damages. (e) Notwithstanding anything herein to the contrary, there shall be no maximum liability for any Indemnifying Securityholder in the case of any claim for Fraud. Furthermore, in no event will any Indemnifying Securityholder be liable for (i) any other Indemnifying Securityholder’s Fraud or (ii) breach of any other Company Securityholders’ covenants or agreements contained in this Agreement, any Joinder Agreement or any other agreement entered into in connection with the transaction contemplated hereby. (f) In determining whether there is an inaccuracy in or breach of a representation or warranty, or the amount of any Losses in respect of any such inaccuracy or breach, any materiality, Material Adverse Effect or similar qualification limiting the scope of such representation or warranty shall be disregarded. (g) The representations, warranties, covenants, and agreements of the parties contained in this Agreement, and the rights and remedies that the Indemnified Parties are entitled to hereunder, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation (or right thereto or opportunity thereof) made by, or by virtue of the knowledge of, any Indemnified Party or any of their respective Representatives of the affairs of the Company or any of its Subsidiaries or any Indemnifying Securityholder or Parent or Merger Sub, as applicable, or any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Company, whether such knowledge arose before or after the Agreement Date. No Indemnified Party shall be required to show reliance on any representation, warranty, covenant or agreement in order for such Indemnified Party to be entitled to indemnification, compensation and reimbursement hereunder. (h) Any liability for indemnification under this Article 6 will be determined without duplication of recovery for the same Losses by reason of the state of facts giving rise to such liability. (i) Notwithstanding anything to the contrary in this Article VI or otherwise in this Agreement, the Indemnifying Securityholders shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party under Article VI or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything otherwise in this Section 8 Agreement with respect to the contrary, if at any time an Indemnified Person (and Parent shall have requested the Indemnifying Party pay or cause to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if paid) (i) such settlement is entered any Taxes that were taken into more than 60 days after receipt by account in the Indemnifying Party calculation of such request for reimbursement and Indebtedness, Net Working Capital, Transaction Expenses or otherwise taken into account in the calculation of the Initial Merger Consideration as finally determined pursuant to Section 2.12(f), (ii) Taxes incurred by the Indemnifying Party shall not have reimbursed such Indemnified Person Surviving Corporation, Parent or any of their respective Affiliates as a result of actions outside the ordinary course of business taken after the Closing on the Closing Date, (iii) any Taxes arising as a result of a breach by Parent, the Surviving Corporation or any of their Affiliates of Article VII, or (z) Taxes of the Company incurred after the Closing Date (other than 60 Taxes arising directly as a result of a breach of a representation contained in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretionSection 3.7(f), effect any settlement of any pending (i), (k), (l), (q), (p) or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Persons)).

Limitations. The Indemnifying Party All obligations of the Converting Holders under this Section 10.2 are subject to each applicable limitation below: (i) In no event will: (A) the aggregate amount of indemnification paid by the Company for all Company Indemnifiable Matters owed to Purchaser Indemnitees pursuant to Section 10.2(a) (other than with respect to breach of Fundamental Company Representations and Company Tax Representations) exceed $50,000,000; (B) the aggregate amount of indemnification paid by the Company for all other Company Indemnifiable Matters owed to Purchaser Indemnitees exceed the Purchase Price actually received by such Converting Holder and (B) any payment for Company Indemnifiable Matters (other than with respect to Fundamental Company Representations and Company Tax Representations) be made to any Purchaser Indemnitee unless and until the aggregate amount of all such payments owed by the Company with respect to all such Claims equals at least $1,000,000, in which case all such Claims shall not be paid from the first dollar; provided, however, that in no event will any of the Limitations apply to any Losses arising out of or relating to any Fraud. (ii) Subject to the Limitations, the Company will be jointly and severally liable to Purchaser Indemnitees for any and all Company Indemnifiable Matters. Subject to the Limitations, each Converting Holder shall only be liable for his, her or its Pro Rata Share of the indemnifiable Losses. (iii) Subject to the Limitations, all indemnification payments required to be made to any settlement Purchaser Indemnitee in respect of Company Indemnifiable Matters by the Company will be paid at each Converting Holder’s discretion, in cash or Purchaser Shares. If paid in Purchaser Shares, the value of such Purchaser Shares shall be at the price per share attributed for the Closing. ​ (iv) Notwithstanding any Proceedings effected without its written consent (which consent other provision of this Agreement, the Converting Holders shall not be unreasonably withheld). If have any settlement of any Proceeding is consummated liability or indemnification obligation with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees respect to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party amount or availability of such request for reimbursement and or any limitation on any net operating loss, capital loss, Tax credit, Tax basis or other Tax attribute of the Company or any of its Subsidiaries, or (ii) any Taxes of the Indemnifying Party shall Purchaser or its Affiliates (including the Company and its Subsidiaries) with respect to any taxable period beginning after the Closing Date. (v) For purposes of determining the amount of indemnifiable Losses hereunder, but not have reimbursed such Indemnified Person in accordance with such request prior to for purposes of determining whether the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted Company representation or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending warranty is inaccurate or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless breached, the terms “material,” “materiality,” “Material Adverse Effect” and words of similar import will be disregarded; provided, however, that the foregoing materiality limitation will not (aA) such settlement includes an unconditional release affect any “knowledge” qualifiers, or (B) apply to limit any list within representations and warranties calling for scheduling of such Indemnified Person in form and substance satisfactory “material” items. (vi) Purchaser shall use commercially reasonable efforts to such Indemnified Person from mitigate all liability on the claims Losses that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as indemnifiable pursuant to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personthis Section 10.2.

Limitations. The Indemnifying Party (a) From and after the Effective Time, neither Parent nor Merger Subsidiary shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees entitled to indemnify and hold harmless each Indemnified Person indemnification from and against any Losses caused by the breach of any representation or warranty of the Holders or the Company under Section 12.2 (A) until Parent and all Merger Subsidiary have suffered aggregate Losses by reason of such settlement or judgment all breaches in accordance withexcess of $200,000 (after which point, and subject to clause (B) below, Parent and Merger Subsidiary will be entitled to indemnification from and against all subsequent Losses), (B) to the limitations ofextent Losses suffered by Parent or Merger Subsidiary and for which Parent or Merger Subsidiary have received payments pursuant to this Article 12 equal to $5,460,000 (after which point neither Parent nor Merger Subsidiary will be entitled to any further indemnification from and against any other such Losses). All calculations of Losses shall be determined without regard to any Material Adverse Effect qualification contained in any representation, warranty or covenant giving rise to the claim for indemnity hereunder. (b) From and after the Effective Time, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party Parent shall not have reimbursed such Indemnified Person any obligation under Section 12.3 above to indemnify the Holders or the Company from and against any Losses caused by the breach of any representation or warranty of Parent or Merger Subsidiary (A) until the Holders and the Company have suffered aggregate Losses by reason of all breaches in accordance with such request prior excess of $200,000 (after which point, subject to clause (B) below, Parent will be obligated to indemnify the Holders and the Company from and against all subsequent Losses), (B) to the date extent Losses suffered by the Holders or the Company and for which the Holders and the Company have received payments pursuant to this Article 12 equal to $5,460,000 (after which point Parent will not have any obligation to indemnify the Holders or the Company from and against any other such Losses). All calculations of such settlementLosses shall be determined without regard to any Material Adverse Effect qualification contained in any representation, warranty or covenant giving rise to the claim for indemnity hereunder. (c) The limitations set forth in paragraph 12.8(a) above and in Section 12.7 shall not apply with respect to a breach by the Company or any Holder of the representations and warranties set forth in Sections 4.5, 4.16, 4.17, 4.22 or 5.3 or a breach of the agreement set forth in Section 13.3. The Indemnifying Party limitation set forth in paragraph 12.8(a)(A) above shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in not apply with respect of which indemnity has been sought hereunder by such Indemnified Person unless (ato claims for indemnification under Section 12.2(a)(ii) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personabove.

Limitations. The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 Agreement to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt Buyer or any of Buyer’s Affiliates shall not make (or permit any person to make) any elections under Section 336 or 338 of the Code (or any analogous provision of state, local or foreign Law) with respect to any of the Acquired Subsidiaries (excluding Subsidiaries owned by US Topco LLC, with respect to which Buyer or its Affiliates may make an election under Section 338(g) of the Indemnifying Party of such request for reimbursement and Code); (ii) during the Indemnifying Party taxable year of any Acquired Subsidiary that includes the Closing Date, Buyer and its Affiliates shall not have reimbursed cause or permit any such Indemnified Person Acquired Subsidiary that is a “controlled foreign corporation” (within the meaning of Section 957(a) of the Code) to take any action out of the ordinary course of business that could reasonably be expected to increase the Subpart F Income or Tested Income of such Acquired Subsidiary in accordance with a manner materially adverse to any Seller or its Affiliates as a result of: (a) a limitation (including under Treasury Regulations Section 1.245A-5) of deductions otherwise available to Seller or any of its Affiliates under Section 245A of the Code or (b) an inclusion required to be made by any Seller or its Affiliates under Sections 951(a) or 951A of the Code, in each case, including any amended or successor versions and any similar provisions of state or local law; provided, that to the extent an election is available under Treasury Regulations Section 1.245A-5(e)(3) (or similar provision of state or local law) to close the taxable year of any such request Acquired Subsidiary, the Parties agree to take such actions (and to cause their Affiliates to take such actions) as reasonably necessary to effectuate such an election; and (iii) except as required by applicable Law, Buyer shall not (and shall cause the Acquired Subsidiaries not to) make, amend, or revoke any Tax election that is retroactive to a taxable period that ends on or prior to the date Closing Date if such action would adversely affect the Sellers or any of such settlement. The Indemnifying Party shall nottheir Affiliates, in each case, without the prior written consent of an Indemnified Person such Seller (which consent shall not to be granted unreasonably withheld, conditioned or withheld in the Indemnified Party’s sole discretiondelayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

Limitations. The Indemnifying Party AOL may sell Ad Products to any individual or ----------- entity other than an entity listed on Exhibit B, which list shall not be liable modified by RS from time to time during the Term to add, subject to AOL's approval, an individual or entity or to remove from the list any individual or entity that ceases to pose a significant problem for RS in obtaining RS Listings Content from others as soon as such individual or entity no longer poses such a problem, provided, however, that, in addition to any settlement other limitations on the sale of such Ad Products set forth elsewhere in this Agreement: (a) AOL shall notify RS in writing of any Proceedings effected without its contract for Ad Products on the RS Properties pursuant to which AOL will receive more than * * in Gross AOL Sales ------------- Revenue attributable to the Ad Products, and such contract shall be subject to RS' prior written consent (approval, which consent approval shall not be unreasonably withheld). If any settlement RS shall have five (5) days from the receipt of written notice of the contract to grant or deny such approval in writing. Any such contract which RS has not denied in writing within such five (5) day period shall be deemed approved; (b) AOL shall notify RS in writing of any Proceeding is consummated contract for Closing Services Advertisements pursuant to which AOL will receive more than * * per month in Gross ------------- AOL Sales Revenue attributable to the Closing Services Advertisements and such contract shall be subject to RS' prior written approval, which approval shall not be unreasonably withheld. RS shall have five (5) days from the receipt of written notice of the contract to grant or deny such approval in writing. Any such contract which RS has not denied in writing within such five (5) day period shall be deemed approved; (c) AOL shall notify RS in writing of any contract for Mortgage Services Advertisements pursuant to which AOL will receive more than * * in Gross AOL Sales ------------- Revenue attributable to the Mortgage Services Advertisements, or more than * * attributable ------------- to the Mortgage Services Advertisements in any local geographic area on an AOL Exclusive Site, and such contract shall be subject to RS' prior written approval, which approval shall not be unreasonably withheld. RS shall ----------------- * Confidential treatment has been requested with respect to certain portions of this exhibit. Confidential portions have been omitted from the public filing and have been separately filed with the Securities and Exchange Commission. have five (5) days from the receipt of written consent notice of the Indemnifying Party contract to grant or if there is a Final Order deny such approval in writing. Any such contract which RS has not denied in writing within such five (5) day period shall be deemed approved; (d) AOL may not sell more than twenty-five percent (25%) of the available slots for Advertisements located at any local geographic area on an AOL Exclusive Site to any one advertiser of Mortgage Services; (e) AOL shall not enter into any contract for the plaintiff sale of Ad Products that expires more than * * after ------------------ the expiration of the Exclusive Sales Period (including any contract which would extend beyond such period as the result of a de facto automatic renewal period (e.g., renewal at the advertiser's sole discretion)) without RS' prior written approval. RS shall have ten (10) days from the receipt of written notice of the contract to grant or deny such approval in any writing. Any such Proceedingscontract which RS has not denied in writing within such ten (10) day period shall be deemed approved. In the event that RS approves such Ad Product contract, then AOL shall be paid its commission on such Ad Product contract at the Indemnifying Party agrees same percentages and on the same terms as AOL receives such Ad Product revenues during the second year of the Exclusive Sales Period, provided, however, that RS shall have the right, in its sole discretion, to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of cancel such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if Ad Sales contract at any time an Indemnified Person shall after the third anniversary of the expiration of the Exclusive Sales Period upon 30 days prior written notice, and pay to AOL any sums, and at such times, that AOL would have requested the Indemnifying Party been entitled to reimburse receive such Indemnified Person sums, as if no cancellation, had occurred. AOL agrees to cause any contract for legal or other expenses in connection with investigating, responding Ad Products to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person cancelable in accordance with this Section 1.1.3(e); (f) AOL shall notify RS in writing of any contract for Advertisements, Transactional Inventory or Home Finance Products that would require a change in any portion of the AOL Exclusive Sites other than the Advertisement slots and, if such request contract would require a material change as reasonably determined by RS, such contract shall be subject to RS' prior written approval, which approval shall not be unreasonably withheld. RS shall have ten days from the receipt of written notice of the contract to grant or deny any such approval in writing. Any such contract which RS has not denied in writing within such ten day period shall be deemed approved; and (g) Notwithstanding any other provision of this Agreement, RS shall receive an aggregate total of the first * * ---------- Net RS Sales Revenues received pursuant to the date contracts in existence as of March 15, 1999 between RS and the entities set forth on Exhibit C. Any additional Net RS Sales Revenues received pursuant to contracts with such entities shall be shared equally between the Parties and shall count toward the Quarterly Commitments set forth in Section 1.6.1. AOL shall have the exclusive right to negotiate any amendments to or renewals of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personcontracts.

Limitations. (a) The Indemnifying Party Company Indemnitors shall not be required to make any indemnification payments unless and until the aggregate amount of such indemnifiable Damages exceeds $653,569.14 (the “Basket”) in which case, subject to the limitations set forth in this Section 9, the Parent Indemnified Persons shall recover from the Indemnity Fund for all the Damages in excess of the Basket. In respect of each Company Indemnitor, his, her or its Pro Rata Share of indemnifiable Damages hereunder shall be recovered (i) first, from the shares of Parent Preferred Stock comprising the Indemnity Fund held by such Company Indemnitor and if no such Indemnity Shares remain in the Indemnity Fund or after the Indemnity Release Date, (ii) second, from the shares of Parent Common Stock comprising the Indemnity Fund held by such Company Indemnitor and if no such Indemnity Shares remain in the Indemnity Fund or after the Indemnity Release Date, then (iii) third, from the Company Merger Shares held by such Company Indemnitor (with any such Company Merger Shares surrendered pursuant to this clause (iii) to be surrendered in the amounts and based on the valuations of such Company Merger Shares specified in Section 9.7, applied as if such Company Merger Shares were Indemnity Shares); provided, that, (x) in no event shall any Company Indemnitor be liable for Damages under this Section 9 in excess of his, her or its Pro Rata Share of such Damages and (y) in no event shall any Company Indemnitor be liable for any settlement amount of Damages from and after the time that such Company Indemnitor has (1) surrendered to any Proceedings effected without its written consent Parent Indemnified Person the Parent Capital Stock issued to such Company Indemnitor in the Merger pursuant to this Agreement to the extent any such Parent Capital Stock is held by the Company Indemnitor as of such time, and (which consent shall not be unreasonably withheld). If 2) if any settlement shares of Parent Capital Stock issued to such Company Indemnitor in the Merger pursuant to this Agreement have been sold by such Company Indemnitor, for the avoidance of doubt, excluding any Proceeding is consummated with surrender thereof pursuant to this Section 9, remitted to any Parent Indemnified Person pursuant to this Section 9 the written consent amount of the Indemnifying Party lower of the Parent Share Price and the cash proceeds actually received from such disposition. (b) Notwithstanding anything to the contrary herein, no Company Indemnitor shall have any right of indemnification, compensation, reimbursement, contribution or if there is a Final Order for right of advancement from Parent, the plaintiff in Surviving Company or any other Parent Indemnified Person (based upon such holder’s position as an officer, director, employee or agent of the Company or otherwise) with respect to any Damages owed to any Parent Indemnified Person pursuant to Section 9.3(a) or any right of subrogation against the Company or the Surviving Company with respect to any such Proceedingsindemnification, the Indemnifying Party agrees to indemnify and hold harmless each compensation or reimbursement of a Parent Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject matters. (c) All Damages shall be calculated net of the amount of any recoveries actually received by a Parent Indemnified Person prior to the limitations ofIndemnity Release Date under any existing insurance policies and contractual indemnification or contribution provisions (in each case, the provisions calculated net of this Section 8. Notwithstanding anything any actual collection costs and reserves, expenses, deductibles or premium adjustments or retrospectively rated premiums (as determined in this Section 8 good faith by an Indemnified Person) incurred or paid to the contraryprocure such recoveries) in respect of any Damages suffered, if at paid, sustained or incurred by any time an Indemnified Person; provided that no Indemnified Person shall have requested the Indemnifying Party any obligation to reimburse seek to obtain or continue to pursue any such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personrecoveries.

Limitations. (a) The Indemnifying Party Buyer Indemnified Parties shall not be liable permitted to enforce any claim for any settlement indemnification pursuant to this Agreement until the aggregate of any Proceedings effected without its written consent all Buyer Indemnified Parties' claims for indemnification exceed the amount of $25,000 (which consent the "Buyer Threshold Amount"). Once claims in excess of the Buyer Threshold Amount have been asserted by the Buyer Indemnified Parties, the total amount of the claims, including the Buyer Threshold Amount, may be pursued or recovered against the Sellers; provided, however, that the maximum liability of -------- ------- the Sellers for indemnification pursuant to this Agreement shall in no event exceed the Escrow Amount. (b) The Seller Indemnified Parties shall not be unreasonably withheld). If permitted to enforce any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order claim for the plaintiff in any such Proceedings, the Indemnifying Party agrees indemnification pursuant to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (iSections 6.1(b)(i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) of this Agreement until the Indemnifying Party aggregate of all Seller Indemnified Parties' claims for indemnification pursuant to such sections exceed the amount of $25,000 (the "Seller Threshold Amount"). Once claims in excess of the Seller Threshold Amount have been asserted by the Seller Indemnified Parties, the total amount of the claims pursuant to such sections, including the Seller Threshold Amount, may be pursued or recovered against the Buyer; provided, however, that the maximum -------- ------- liability of the Buyer for indemnification pursuant to Sections 6.1(b)(i) and (ii) of this Agreement shall not have reimbursed such in no event exceed Two Hundred Thousand Dollars ($200,000). Nothing in this Section 6.2(b) shall limit the Seller Indemnified Person in accordance with such request prior Parties' claims for indemnification pursuant to Section 6.1(b)(iii). (c) Claims for indemnification made under this Agreement may be made during the date period from the Closing Date until the first anniversary of such settlement. the Closing Date; provided, however, that claims pursuant to Section 6.1(b)(iii) may be made -------- ------- at any time after the Closing Date. (d) The Indemnifying Party shall not, without the prior written consent provisions of an Indemnified Person (which consent this Article Six shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement exclusive rights and remedies of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form the Buyer and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonSeller.

Limitations. The Indemnifying Party (a) Seller shall not be liable required to indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnified Parties under Section 11.2(a) and 11.2(b) unless and until the aggregate amount of all Losses in respect of indemnification under Section 11.2(a) and 11.2(b) exceeds Three Hundred Seventy Five Thousand Dollars ($375,000) (the “Seller Indemnification Threshold”), and once the Seller Indemnification Threshold has been exceeded, Seller shall only be required to indemnify, defend, hold harmless, pay and reimburse the Buyer Indemnified Parties for any settlement Losses in excess of any Proceedings effected without its written consent the Seller Indemnification Threshold (which consent subject to the limitations set forth in Section 11.4(b) and Section 11.4(c)). (b) Seller shall not be unreasonably withheldrequired to indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnified Parties under Section 11.2(a) and 11.2(b) unless and until the amount of Losses in respect of indemnification under Section 11.2(a) and 11.2(b) arising out of any particular inaccuracy in or breach of any representation or warranty of Seller or breach of any covenant of Seller in this Agreement exceeds Twenty Five Thousand Dollars ($25,000) (the “Seller Per Claim Threshold”), and once the Seller Per Claim Threshold has been exceeded, Seller shall only be required to indemnify, defend, hold harmless, pay and reimburse the Buyer Indemnified Parties for Losses with respect to such Claim in excess of the Seller Per Claim Threshold (subject to the limitations set forth in Section 11.4(a) and Section 11.4(c)) and such Losses below the Seller Per Claim Threshold shall not be counted toward the Seller Indemnification Threshold. (c) Seller shall not be required to indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnified Parties (i) under Section 11.2(a) from and after the aggregate amount of all Losses in respect of indemnification under Section 11.2(a) exceeds Seven Hundred Fifty Thousand Dollars ($750,000) of which the Buyer shall bear the first 50% and the Seller shall bear the following 50% (the “Retention Amount”) (for the avoidance of doubt, the maximum aggregate amount of payments required to be made by Seller pursuant to Section 11.2(a) shall not exceed Three Hundred Seventy Five Thousand Dollars ($375,000) and after which point Seller will have no obligation to indemnify any Buyer Indemnified Party under this Section 11.4(c)(i) or Section 11.2(a) from and against further such Losses (except in the case of fraud) and any further Losses will be exclusively addressed by the R&W Policy and subject to the terms and conditions contained therein), or (ii) under Section 11.2(b) from and after the aggregate amount of all Losses in respect of indemnification under Section 11.1(a) and Section 11.2(b) together exceeds the Purchase Price (and, for the avoidance of doubt, the maximum aggregate amount of payments required to be made by Seller pursuant to Section 11.2(a) and Section 11.2(b) together shall not exceed the Purchase Price). (d) Notwithstanding anything in this Agreement to the contrary, except pursuant to Section 10.2(b) above or (in each case) to the extent such Losses are found by a court of competent jurisdiction to be owed to a non-Affiliated third party in connection with a Third Party Claim, in no event shall Buyer or Seller be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party under this Section 11 or otherwise be liable in connection with this Agreement, the negotiation, execution or performance of this Agreement, or the transactions contemplated hereby, for any Losses that are punitive, incidental, consequential, special or indirect, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, diminution of value and any damages based on any type of multiple, in each case, in any way arising out of or relating to this Agreement or the transactions contemplated hereby (whether at law or in equity, and whether in contract or in tort or otherwise). (e) The amount of any Losses that are subject to indemnification, compensation or reimbursement under this Section 11 shall be reduced by the amount of any insurance proceeds (other than under the R&W Policy) and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of such Losses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses (“Third Party Payments”). If an Indemnified Party receives any settlement of Third Party Payment with respect to any Proceeding is consummated with Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, the written consent of Indemnified Party shall promptly (and in any event within three (3) Business Days after receiving such Payment) pay to the Indemnifying Party or an amount equal to such Third Party Payment or, if there it is a Final Order lesser amount, the amount of such previously indemnified Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements (other than this Agreement) for any Losses to the plaintiff same extent such Party would if such Losses were not subject to indemnification, compensation or reimbursement hereunder. Upon making any payment of a claim for indemnification to an Indemnified Party in respect of any such ProceedingsLosses pursuant to this Section 11, the Indemnifying Party agrees shall, to indemnify and hold harmless each the extent of such payment, be subrogated to all rights of the Indemnified Person from and Party against any third party in respect of the Losses to which such payment relates. Such Indemnified Party and Indemnifying Party shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. (f) The amount of any Losses that are subject to indemnification, payment or reimbursement under this Section 11 shall be reduced by reason an amount equal to any Tax benefit realized by the Indemnified Party as a result of such settlement Losses during the three (3) year period following Closing. An Indemnified Party will use its commercially reasonable efforts to obtain any Tax benefit within such three (3) year period following Closing. A Tax benefit is realized by an Indemnified Party with respect to any Losses for which it has previously been indemnified (directly or judgment indirectly) by an Indemnifying Party upon filing by the Indemnified Party of a Tax Return claiming the applicable Losses, provided that if the applicable Losses are disallowed upon later audit by a Governmental Body, then the Indemnified Party shall have the right to claw-back from the Indemnifying Party the amount of any such previously paid but later disallowed Tax benefit. The Indemnified Party shall promptly (and in accordance withany event within ten (10) Business Days after such Tax benefit is realized) pay to the Indemnifying Party an amount equal to such Tax benefit or, if it is a lesser amount, the amount of such previously indemnified Losses; and the Indemnifying Party shall promptly (and in any event within ten (10) Business Days after written claim therefor is made by the Indemnified Party) pay to the Indemnified Party an amount equal to the disallowed Tax benefit. (g) Each Indemnified Party shall (and shall cause its Affiliates to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to mitigate and minimize any Losses subject to the limitations of, the provisions of indemnification pursuant to this Section 8. 11 promptly upon becoming aware of any event or circumstance that could reasonably be expected to constitute or give rise to such Losses. (h) Notwithstanding anything in this Section 8 Agreement to the contrary, if at in no event shall any time an Indemnified Person shall have requested the Indemnifying Party be required to indemnify, defend, hold harmless, pay or reimburse such any Indemnified Person Party for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by Losses under this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior 11 to the date of extent such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment Losses were paid by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as party pursuant to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonSection 8.

Limitations. The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent Each of the Indemnifying Party or if there opinions and confirmations set forth in this opinion letter is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, effect of generally applicable rules of law that: limit or affect the enforcement of provisions of this Section 8. Notwithstanding anything a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence, and reasonableness; provide that forum selection clauses in this Section 8 contracts are not necessarily binding on the court(s) in the forum selected; limit the availability of a remedy under certain circumstances where another remedy has been elected; limit the right of a creditor to use force or cause a breach of the peace in enforcing rights; relate to the contrarysale or disposition of collateral or the requirements of a commercially reasonable sale, if at any time including statutory cure provisions and rights of reinstatement and limitations on deficiency judgments; limit the enforceability of provisions releasing, exculpating, or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, willful misconduct, or unlawful conduct; may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an Indemnified Person shall have requested essential part of the Indemnifying Party agreed exchange; govern and afford judicial discretion regarding the determination of damages and entitlement to reimburse such Indemnified Person for legal attorneys’ fees and other costs; may, in the absence of a waiver or other expenses in connection with investigatingconsent, responding discharge a guarantor to the extent that (A) action by a creditor impairs the value of collateral securing guaranteed debt to the detriment of Guarantor, or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (iB) such settlement guaranteed debt is entered into more than 60 days after receipt materially modified; may permit a party who has materially failed to render or offer performance required by the Indemnifying Party of such request contract to cure that failure unless (A) permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for reimbursement and performance, or (iiB) it was important in the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior circumstances to the aggrieved party that performance occur by the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld stated in the Indemnified Partycontract; limit or affect the enforceability of a waiver of a right of redemption; impose limitations on attorneys’ or trustees’ fees; limit or affect the enforceability of provisions that purport to establish evidentiary standards; limit or affect the enforceability of provisions that provide for payment of increased interest rates upon delinquency in payment or upon any other default; or payment of liquidated damages or prepayment charges to the extent such payments are deemed to be penalties or forfeitures; and limit or affect the enforceability of provisions that purport to select any state’s sole discretion), effect any settlement law (other than that of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (athe Property Jurisdiction) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on as the claims that are governing law for the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonLoan Documents.

Limitations. The Indemnifying Party Notwithstanding the provisions of Section 1.2 above, VeriSign shall not be liable for obligated to effect any settlement such registration, qualification or compliance of any Proceedings effected without its written consent (which consent Registrable Securities pursuant to this Agreement, or the Holders shall not be unreasonably withheld). If any settlement entitled to sell Registrable Securities pursuant to the registration statement, as applicable: (a) if Form S-3 is not then available for such offering by the Holders, provided, that VeriSign represents and warrants to the Holders that Form S-3 is currently available to VeriSign and will be available for use by VeriSign at the commencement of, and throughout the term of, the First Permitted Window; (b) if VeriSign shall furnish to the Holders a certificate signed by the President of any Proceeding is consummated with VeriSign stating that, in the written consent good faith judgment of the Indemnifying Party Board of Directors of VeriSign, it would be seriously detrimental to VeriSign and its stockholders for such Permitted Window to be in effect at such time, due, for example, to the existence of a material development or potential material development involving VeriSign which VeriSign would be obligated to disclose in the prospectus contained in the Shelf Registration, which disclosure would, in the good faith judgment of the Board of Directors of VeriSign, be premature or otherwise inadvisable at such time or would have a material adverse affect upon VeriSign and its shareholders, in which event VeriSign will have the right to defer a Permitted Window for a period of not more than sixty (60) days after receipt of a Notice of Resale from the Holder or Holders pursuant to this Section 1.2; provided, however, that VeriSign may so postpone a Permitted Window no more than two (2) times per calendar year during each of the 2000 and 2001 calendar years (and not more than once for each six (6) month period that the Effectiveness Period is extended pursuant to the following proviso) and provided further, that if there is VeriSign so postpones a Final Order for the plaintiff in any such ProceedingsPermitted Window, the Indemnifying Party agrees Effectiveness Period of the Shelf Registration shall be extended by a period of time equal to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason the period of such settlement or judgment in accordance with, and postponement (subject to the limitations provisions of Sections 1.4 and 1.10 below) and provided further, that VeriSign represents and warrants to the Holders as of the date hereof, as of the commencement of, and throughout the term of, the provisions First Permitted Window, there does not now exist, and there will not exist during the term of this Section 8the First Permitted Window, any material development or potential material development such as would give VeriSign the right hereunder to defer the First Permitted Window, and provided further, that VeriSign covenants that it will not defer the First Permitted Window . Notwithstanding anything If VeriSign defers a Permitted Window as provided herein and the Holders withdraw their Notice of Resale, then such withdrawal shall not count as a Permitted Window; (c) if VeriSign is acquired and its Common Stock ceases to be publicly traded and in this Section 8 such acquisition of VeriSign the Holders receive, in exchange for the Registrable Securities then held by them, cash and/or securities that are registered under the 1933 Act; (d) in any particular jurisdiction in which VeriSign would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless VeriSign is already subject to service of process in such jurisdiction; or (e) if the SEC refuses to declare such registration effective due to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement participation of any Proceedings effected without its written consent if particular Holder in such registration (i) unless such settlement is entered into more than 60 days after receipt by the Indemnifying Party of Holder withdraws all such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed Holder's Registrable Securities from such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretionregistration statement), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

Limitations. (a) The Indemnifying Party Shareholder shall not be liable liable: (i) pursuant to Section 1.2(b) for any settlement individual claim that is less than $25,000, (ii) for any claim by Beacon unless the aggregate of any Proceedings effected without its written consent all claims by Beacon against the Shareholder exceeds $150,000, (which consent iii) to pay cash to Beacon, it being understood that Beacon’s claims for all amounts shall not be unreasonably withheld). If any settlement satisfied by the Shareholder returning to Beacon a number of any Proceeding is consummated with Beacon Shares equal to the written consent amount of the Indemnifying Party or if there is a Final Order Damages (valuing the Beacon Shares using the same methodology as employed under the Arrangement Agreement), (iv) for Damages exceeding the plaintiff in any aggregate value of the Beacon Shares issued to such Proceedings, Shareholder (valuing the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and Beacon Shares using the same methodology employed under the Arrangement Agreement). (v) subject to the limitations of, the provisions of this Section 8. Notwithstanding anything set forth in this Section 8 1.4, in excess of the Shareholder’s proportionate share of Damages resulting from a breach of a representation, warranty, covenant or obligation of NxtPhase contained in the Arrangement Agreement as of the Effective Date of the Plan of Arrangement, calculated by dividing the total amount of such Damages by the total number of Beacon shares of common stock issued to all of NxtPhase shareholders on such Effective Date and then multiplying that fraction by the contrary, if at any time an Indemnified Person shall have requested number of Beacon Shares held by the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8Shareholder. CUSIP No. 073677 10 6 SCHEDULE 13D (Amendment No. 3) For greater clarity, the Indemnifying Party shall Shareholder will not be jointly and severally liable for Damages owing by any settlement other NxtPhase shareholder either for breaches relating to such other shareholder’s title to its NxtPhase Shares, breaches of any Proceedings effected without its written consent if (i) agreement between such settlement is entered into more than 60 days after receipt by the Indemnifying Party other shareholder and Beacon, or for such other shareholder’s proportionate share of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date Damages resulting from a breach of such settlement. The Indemnifying Party shall nota representation, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion)warranty, effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty covenant or obligation and of NxtPhase. (b) does No Indemnifying Shareholder shall have any right of contribution against NxtPhase or the surviving corporation after the Effective Date. (c) Recovery against the aggregate number of Beacon Shares issued to the Shareholder pursuant to the Arrangement Agreement will be the sole and exclusive remedy for satisfaction of indemnification. After exhaustion of the Shareholder’s indemnity, Beacon hereby agrees not include to take, directly or indirectly, any statement as to action against the Shareholder or any admission of fault, culpability or third party that may make a failure to act by or on behalf of any Indemnified Personcounterclaim against the Shareholder that would exceed the Shareholder’s indemnity as provided in this Section 1.4.

Limitations. The (a) An Indemnifying Party Person shall have no liability under this Article unless notice of a claim for indemnity (a "NOTICE"), shall have been given within two years after the Closing Date; provided, however, that (i) an Indemnifying Person's aggregate cumulative liability under this Article for which Notice is properly provided to an Indemnified Person within one (1) year of the Closing Date shall not be liable for any settlement of any Proceedings effected without its written consent exceed $1,600,000, and (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with ii) on the written consent first anniversary of the Closing Date, an Indemnifying Party Person's aggregate cumulative liability to an Indemnified Person shall be reduced to $1,000,000; provided, however, that if an Indemnified Person shall have previously submitted proper Notice to the Indemnifying Person of a claim or if there is indemnifiable Loss which exceeds $1,000,000 in the aggregate, then the Indemnifying Person's cumulative liability hereunder shall remain $1,600,000. (b) Notwithstanding the two year time limitation set forth in paragraph (a) of this SECTION 9.4, the Purchaser may give notice of and may make a Final Order claim relating to (i) any Tax Liability, or (ii) the representations and warranties contained in SECTION 2.2 (Capitalization), SECTION 2.3 (Authority) (except for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify representations and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject warranties with respect to the limitations ofNoncompetition Agreement), SECTION 2.14 (Tax Matters) and SECTION 2.24 (Title) at any time on or prior to 90 days after the provisions expiration of this Section 8the appropriate statute of limitation, if any, with respect to any claim covered by the representations and warranties in such Sections. (c) The Seller and the Stockholders shall have the right to update the disclosures included on the Schedules attached hereto after the date hereof and prior to the Closing Date. Notwithstanding anything in this Section 8 Agreement to the contrary, if at any time an Indemnified Person after the Closing Date the Seller and the Stockholders shall have requested no liability for matters which are disclosed in the Indemnifying Party to reimburse such Indemnified Person for legal attached Schedules, or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, are subsequently disclosed on the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days attached Schedules after receipt by the Indemnifying Party of such request for reimbursement date hereof and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the Closing; provided, however, nothing in this SECTION 9.4(c) shall affect the liability of the Seller and the Stockholders for any penalties and/or interest relating to any Tax Liability. (d) In addition to the rights and remedies of the parties specifically provided for by this Article, each party hereto shall have such other equitable remedies as shall be available under applicable law or in equity for the other party's breach of the representations and warranties contained herein, or the failure to perform any of its covenants, agreements or obligations under or contained in this Agreement or in any document furnished or delivered pursuant hereto; provided, however, that with respect to any remedy providing for the recovery of monetary damages, any such recovery shall be subject to the limitations contained in SECTIONS 9.4, 9.6, 9.7 AND 9.8. (e) Notwithstanding anything in this Agreement to the contrary, neither Trust shall have any liability for amounts due pursuant to this ARTICLE IX in excess of the total assets held by such Trust on the date of such settlement. The Indemnifying Party shall not, without the prior written consent a claim of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory indemnification is made pursuant to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personthis ARTICLE IX.

Limitations. 7.1 The Indemnifying Party rights of the Purchaser in respect of any of the Warranties (other than Warranties relating to Taxes or under the Tax Deed) shall only be enforceable if notice in writing (giving insofar as may then be practicable the amount and reasonable details of the claim) shall be given to any of the Warrantors on or before 30 June 2003. 7.2 The rights of the Purchaser in respect of any of the Warranties relating to Taxes or under the Tax Deed shall only be enforceable if notice in writing (giving insofar as may then be practicable the amount and reasonable details of the claim) shall be given to the Warrantors on or before the expiry of a period of seven (7) years from Completion. 7.3 In respect of any liability under any Warranty or under the Tax Deed which in either case is based upon a liability which is contingent then the Purchaser shall not be entitled to pursue the claim until the liability becomes an actual liability but the fact of it being contingent shall not operate to avoid a claim in respect of a contingent liability made before the expiry of the relevant period specified in sub-clauses 7.1 or 7.2 if details of such claim have been delivered (insofar as may then be practicable) before the expiry of such period and provided that such liability shall become an actual liability no later than two (2) years after the expiry of the relevant period Provided That in the event that proceedings in respect of any such claim are issued at any time prior to the expiry of the aforesaid two (2) year period then the Warrantors liability in respect of such claim shall not be avoided by virtue of the expiry of the aforesaid two (2) year period. 7.4 If the Warrantors are liable both in respect of a breach of Warranty and under the Tax Deed, the Purchaser shall be entitled to claim in respect of either or both. The Purchaser shall not however be entitled to recover from the Warrantors under the Warranties or the Tax Deed more than once in respect of the same damage suffered, and accordingly the Warrantors shall not be liable in respect of any breach of the Warranties if and to the extent that the loss is or has been included in a claim under the Tax Deed which has been satisfied to the extent that it has been so satisfied, nor shall the Warrantors be liable in respect of a claim under the Tax Deed if and to the extent that the loss is or has been included in a claim for breach of the Warranties which has been satisfied to the extent that it has been so satisfied. 7.5 Notwithstanding any other provision of this agreement, no limitations of any kind whatsoever (including the limitations provided in this clause 7 on making claims within particular time periods) shall apply to any claim under this agreement or under the Tax Deed against the Warrantors when it can be demonstrated that such claim is based on any dishonest or fraudulent act or dishonest or fraudulent omission, concealment or misrepresentation of, or by, the Warrantors prior to Completion. 7.6 The Warrantors shall not be liable in respect of any Relevant Claim unless the liability in respect of such Relevant Claims exceeds US$2,000 (but for these purposes aggregating Relevant Claims arising out of circumstances which are of a like nature or otherwise connected with each other in determining whether such US$2,000 sum has been exceeded) (each such claim a "Qualifying Claim") in which event (subject to sub-clause 7.7) the Warrantors shall be liable for the whole of such liability and not merely for the excess. Notwithstanding the foregoing, the Warrantors shall not be liable for any settlement returns of any Proceedings effected without its written consent (which consent Products made in the ordinary course of business. 7.7 The Warrantors shall not be unreasonably withheld). If any settlement liable in respect of any Proceeding is consummated with Relevant Claim unless and until the written consent aggregate cumulative liability of the Indemnifying Party or if there is a Final Order for Warrantors in respect of all Qualifying Claims exceeds US$50,000 (in which event the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party Warrantors shall be liable for the whole of such liability and not merely for the excess). The maximum liability of the Warrantors in respect of all Qualifying Claims shall not exceed US$6,350,000. 7.8 A Relevant Claim other than a Relevant Claim relating to Taxes or under the Tax Deed (if it has not been previously satisfied, settled or withdrawn) shall be deemed to have been withdrawn and shall be fully barred and unenforceable on the date falling six (6) months after the date specified in sub-clause 7.1 unless proceedings shall have been issued and served on any settlement of the Warrantors on or prior to the expiry of such six (6) month period. 7.9 A Relevant Claim relating to Taxes or under the Tax Deed (if it has not been previously satisfied, settled or withdrawn) shall be deemed to have been withdrawn and shall be fully barred and unenforceable on the date falling six months after the date specified in sub-clause 7.2 in relation to Relevant Claims unless proceedings shall have been issued and served on any of the Warrantors on or prior to the expiry of such six (6) month period. 7.10 The Warrantors shall not be liable in respect of a Relevant Claim to the extent that the Relevant Claim would not have arisen but for any voluntary act or omission of the Purchaser or any members of the Purchaser's Group or the Company after Completion effected otherwise than in the normal and usual course of business and which the Purchaser knew or ought reasonably to have known would give rise to a Relevant Claim and which is not an act or omission which: (a) is a necessary consequence of any Proceedings effected without its written consent act or omission of any Warrantors or the Company on or before Completion, or (b) has been agreed in writing by any of the Warrantors. 7.11 The Warrantors shall not be liable in respect of a Relevant Claim if and to the extent that the Relevant Claim relates to an amount which the Company is entitled to recover from a person other than a Warrantors (ia "Third Party") unless the Company shall have used all reasonable endeavours to recover such settlement is entered into more than 60 days after receipt by sum from such Third Party provided that nothing in this clause shall require the Indemnifying Company or the Purchaser to issue proceedings against any person. Any amounts net of any Taxes recovered from a Thirty Party as aforesaid shall be deducted from the amount of such request for reimbursement aforesaid Relevant Claim. 7.12 Where the Warrantors are liable in respect of Relevant Claim and (ii) the Indemnifying Company has a right of recovery from a Third Party in respect of such Relevant Claim but notwithstanding the provisions of sub-clause 7.11 the Company shall not have reimbursed recovered the same, the Purchaser shall at the request of the Warrantors and upon discharge by the Warrantors of their liability in relation to such Indemnified Person in accordance with such request prior Relevant Claim at the cost of the Warrantors, assign or so far as possible procure to be assigned to the date Warrantors for no consideration the benefit of such settlement. right. 7.13 The Indemnifying Purchaser shall pay to the Vendor any amount recovered from a Third Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of a matter the subject of a Relevant Claim which indemnity the Vendor has been sought hereunder paid to the Purchaser in respect of such Relevant Claim such amount not to exceed the amount so recovered by such Indemnified Person unless the Purchaser from the Vendor 7.14 The Warrantors shall not be liable in respect of a Relevant Claim (other than a Relevant Claim relating to Taxes and/or under the Tax Deed, Accounts and/or accounting records) to the extent that the Relevant Claim would not have arisen but for any change after Completion: (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts law or the imposition interpretation of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.law in relevant jurisdiction; or

Limitations. The Indemnifying indemnities under this Agreement shall not apply and there shall be no right to claim damages for breach of this Agreement, in delict or on any other basis whatsoever to the extent that any loss claimed by either party is for Indirect Losses suffered or allegedly suffered by any party. Subject to the provisions relating to Participants' negligence in Clauses 16.1 and 16.2 no Participant shall be liable in delict to hubco or any hubco Party in respect of any negligent act or omission of the Participants or any Participant Party relating to or in connection with this Agreement and hubco shall procure that no hubco Party shall bring such a claim against the Participants. ▇▇▇▇▇ has accepted this on the basis that it and each hubco Party will cover the risk of negligent acts or omissions by insurance or in such other manner as it (or they) may think fit. 17INSURANCE hubco shall procure at its own cost that the insurances, details of which are set out in Schedule Part 10 (Insurance), are taken out and are maintained for the term of this Agreement provided that hubco shall not be liable for any settlement required to maintain such of any Proceedings effected without its written consent (those insurances as are unavailable within the worldwide insurance market with reputable insurers of good standing or which consent shall are offered on terms such that the risk is not be unreasonably withheld)generally being insured against in the worldwide insurance market. If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject Without prejudice to the limitations of, the other provisions of this Section 8clause, hubco shall, at all relevant times, at its own cost, effect and maintain in full force those insurances which it is required to effect by any applicable Law. Notwithstanding anything in this Section 8 All Insurances shall: be placed with insurers who are acceptable to the contrary, if at any time an Indemnified Person Participants (such acceptance not to be unreasonably withheld or delayed); and comply with the relevant provisions of Schedule Part 10 (Insurance). hubco shall: procure that all policies of insurance referred to in paragraphs 3 and 4 of Schedule Part 10 (Insurance) to be effected by it pursuant to this Clause 17 (Insurance) shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior contain a provision to the date effect that the insurers have agreed to waive all rights of such settlement. The Indemnifying Party shall notsubrogation against each of the Participants (and all Participant Parties) save to the extent that a Participant has vitiated the policy by a deliberate act or omission; and where hubco is obliged to effect insurance (other than those insurances referred to in paragraph 3 of Schedule Part 10 (Insurance)) under this Clause 17, without not bring any claim or action against any of the prior written consent of an Indemnified Person Participants (which consent shall be granted or withheld in the Indemnified any Participant Party’s sole discretion), effect any settlement of any pending or threatened Proceedings ) in respect of which indemnity any loss or damage in circumstances where ▇▇▇▇▇ could recover such loss or damage under such insurance (whether or not such insurance has in fact been effected or, if effected, has been sought hereunder vitiated as a result of any act or omission of hubco (or any hubco Party), including but not limited to non‑disclosure or under‑insurance), PROVIDED THAT to avoid doubt, this Clause 17.4 shall not by itself prevent hubco from claiming against any of the Participants (or any Participant Party) for any loss or damage not covered because of the level of deductibles under such Indemnified Person unless (a) insurance permitted by this Agreement or to the extent such settlement includes an unconditional release loss or damage exceeds the maximum of such Indemnified Person insurance required by this Agreement. hubco shall not take any action or fail to take any reasonable action or (in form and substance satisfactory so far as it is reasonably within its power) permit or allow others to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by take or fail to take any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and action (b) does not include any statement as to or any admission of fault, culpability or a including failure to act by disclose any fact) as a result of which any of the Insurances may be rendered void, voidable, unenforceable or suspended or impaired in whole or in part or which may otherwise render any sum paid out under any relevant policy repayable in whole or in part. hubco shall, as soon as it is available, supply the Participants with written evidence that the Insurances are in force on behalf or before the effective date or date of any Indemnified Personrenewal of every policy of Insurance (or such other evidence of insurances as may be reasonably required).

Limitations. The Indemnifying Party Notwithstanding the foregoing, (i) the indemnification provided for in Section 11 above shall be paid solely out of the shares of 24/7 Common Stock held in the Escrow Indemnity Account in accordance with the Escrow Indemnity Agreement and the indemnification in Sections 11 and 12, as the case may be, shall be the exclusive remedy of the Stockholders and of 24/7 and its affiliates with respect to claims for Losses. Without limiting the foregoing, no claim may be made other than under Section 11 against the Stockholders for a breach of their fiduciary duties as a director or officer of the Company if such claim would constitute an indemnifiable Loss under Section 11; (ii) the indemnification provided for in Section 11 above shall not be liable for any settlement required unless and until, at the time of any Proceedings effected such determination, the total amount of Losses otherwise subject to indemnification under Section 11 exceeds 1% of the aggregate value of the 24/7 Common Stock to be received by the Stockholders in the Merger (including the shares deposited in the Escrow Indemnity Account), determined by reference to the average of the closing prices of the 24/7 Common Stock on the five trading days preceding the date of any such determination, in which event the indemnified party or parties will be entitled to indemnification for the amount of their Losses in excess of such 1%; provided, however, that all Losses arising out of or in connection with any Stockholder Breach may be asserted without its written consent (which consent regard to, and shall not be unreasonably withheld)applied towards, such 1%; (iii) neither any Stockholder of the Company, on the one hand, nor 24/7 or any of its affiliates, on the other, shall be entitled to indemnification for Losses arising out of matters referred to in Section 11 or 12, as applicable, unless it shall have given written notice to the indemnifying party, setting forth its claim for indemnification in reasonable detail, within the period from the Closing Date until April 30, 2001; (iv) an indemnified party shall promptly give written notice to the indemnifying party after the indemnified party has knowledge that any legal proceeding has been instituted or any claim has been asserted in respect of which indemnification may be sought under the provisions of Sections 11 or 12. If any settlement the indemnifying party, within 30 days after the indemnified party has given such notice (or within such shorter period of any Proceeding is consummated with time as an answer or other responsive motion may be required), shall have acknowledged in writing his or its obligation to indemnify, then the indemnifying party shall have the right to control the defense of such claim or proceeding, and the indemnified party shall not settle or compromise such claim or proceeding without the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff indemnifying party. The indemnified party may in any event participate in any such Proceedings, defense with his or its own counsel and at his or its own expense; and (v) the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses indemnified party shall be kept fully informed by reason the indemnifying party of such settlement action, suit or judgment in accordance withproceeding at all stages thereof, whether or not he or it is represented by counsel. The indemnifying party shall, at the indemnifying party's expense, make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such action, suit or proceeding, and subject the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement proper and adequate defense of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall notaction, without the prior written consent of an Indemnified Person (which consent shall be granted suit or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personproceeding.

Limitations. The Indemnifying Party Notwithstanding anything to the contrary contained in this Agreement, each of the following limitations shall apply: (a) Seller will not be required to indemnify Buyer under Section 9.2(a)(i) except to the extent that the cumulative amount of the Damages under Section 9.2(a)(i) actually incurred by the Buyer Indemnified Parties exceeds [...***...] at which point Seller will be required to pay, and will have Liability for, the cumulative amount of the Damages under Section 9.2(a)(i) actually incurred by the Buyer Indemnified Parties (including the first [...***...]). (b) Buyer will not be required to indemnify Seller under Section 9.2(b)(i) except to the extent that the cumulative amount of the Damages under Section 9.2(b)(i) actually incurred by the Seller Indemnified Parties exceeds [...***...] at which point Buyer will be required to pay, and will have Liability for, the cumulative amount of the Damages under Section 9.2(b)(i) actually incurred by the Seller Indemnified Parties (including the first [...***...]). (c) In no event shall the aggregate out-of-pocket Liability of Seller for any Damages pursuant to Section 9.2(a)(i) exceed the aggregate Purchase Price received by Seller as of the date such Damages are finally determined. For clarity, Seller shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in permitted to offset any such Proceedingsamounts due hereunder against the Milestone Payments. (d) In no event shall Seller or Buyer have any Liability under Section 9.2(a)(i) or 9.2(b)(i), as the Indemnifying Party agrees case may be, with respect to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment claims that are not properly asserted in accordance with, and subject writing prior to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if date that is (i) such settlement is entered into more twenty four (24) months after the Closing Date in the case of claims related to breaches of representations and warranties other than 60 days after receipt by the Indemnifying Party of such request for reimbursement those contained in Section 6.13 hereof, and (ii) sixty (60) days following the Indemnifying expiration of any applicable Tax statute of limitation in the case of claims related to breaches of the representations and warranties contained in Section 6.13 hereof. In addition, there shall be no limitation on Liability with respect to breaches of the representations and warranties contained in Section 6.13 hereof. (e) The amount of any Damages under Section 9.2 shall be reduced by the amount of any insurance proceeds actually received by the Indemnified Party relating to such claim. *** Confidential Treatment Requested (f) No Party shall not have reimbursed such be entitled to indemnification under this Article 9 to the extent Damages result from the gross negligence or intentional misconduct of the Party seeking indemnification. (g) Except with respect to claims based on fraud or willful misconduct, after the Closing: (i) the right of the Buyer Indemnified Person Parties to indemnification under this Article 9 shall be the exclusive remedy of the Buyer Indemnified Parties with respect to claims arising or resulting from (A) any inaccuracy or breach of any representation or warranty of Seller or any of its Affiliates in accordance with such request this Agreement; (B) any breach of any covenant or other agreement of Seller or any of its Affiliates in this Agreement; (C) Seller’s or any of its Affiliates’ conduct of the Business prior to the date Closing except to the extent the same constitutes Assumed Liabilities which were assigned to Buyer pursuant to this Agreement and the Assignment and Assumption Agreement; or (D) the failure of such settlement. The Indemnifying Party shall notSeller or any of its Affiliates to pay, without perform or discharge any Excluded Liabilities; and (ii) the prior written consent right of an the Seller Indemnified Person (which consent Parties to indemnification under this Article 9 shall be granted the exclusive remedy of the Seller Indemnified Parties with respect to claims arising or withheld in the Indemnified Party’s sole discretion), effect resulting from (A) any settlement inaccuracy or breach of any pending representation or threatened Proceedings warranty of Buyer in respect of which indemnity has been sought hereunder by such Indemnified Person unless this Agreement; (aB) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person breach of any amounts covenant or other agreement of Buyer in this Agreement; (C) Buyer’s conduct of the imposition Business from and after the Closing; or (D) the failure of Buyer to pay, perform or disclose any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonAssumed Liabilities.

Limitations. The Indemnifying Party All obligations of Sellers under this Section 11.2 are subject to each applicable limitation below: (i) In no event will: (A) the aggregate amount of indemnification paid by Sellers for all Sellers Indemnifiable Matters owed to Purchaser Indemnitees exceed the Purchase Price; (B) the aggregate amount of indemnification paid by Sellers for all Sellers Indemnifiable Matters owed to Purchaser Indemnitees under Section 11.2(a)(i) (other than with respect to Fundamental Seller Representations and SOL Representations) exceed $2,500,000; and (C) any payment for Seller Indemnifiable Matters under Section 11.2(a)(i) (other than with respect to Fundamental Seller Representations and SOL Representations) be made to any Purchaser Indemnitee unless and until the aggregate amount of all such payments owed by Sellers with respect to all such Claims equals at least $75,000, in which case all such Claims shall not be liable for paid from the first dollar; provided, however, that in no event will any settlement of the Limitations apply to any Losses arising out of or relating to any fraud, intentional misrepresentation, willful breach, or willful misconduct on the part of the Company, any Seller, or any Representative of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party foregoing in connection with this Agreement, any Transaction Document, or if there is a Final Order any Contemplated Transaction. (ii) Subject to the Limitations, each Seller will be jointly and severally liable to Purchaser Indemnitees for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses Sellers Indemnifiable Matters. (iii) Subject to the Limitations and Section 11.11, all indemnification payments required to be made to any Purchaser Indemnitee in respect of Sellers Indemnifiable Matters by reason Sellers will be: first, at Purchaser’s sole and absolute discretion, offset by Purchaser against the Holdback Amount or the Deferred Purchase Price, in the chronological order of such settlement or judgment payments; and second, in accordance with, and subject cash by Sellers. (iv) For purposes of calculating the amount of Losses to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time which an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person is entitled under this Article XI for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8Sellers Indemnifiable Matters, the Indemnifying Party shall terms “material,” “materiality,” “Material Adverse Effect” and words of similar import will be liable disregarded; provided, however, that the foregoing materiality scrape will not (A) affect any “knowledge” qualifiers, or (B) apply to limit any list within representations and warranties calling for any settlement scheduling of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person“material” items.

Limitations. The Indemnifying Party (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for any settlement of any Proceedings effected without its written consent (which consent indemnification under Section 7.2(i) and Purchaser shall not be unreasonably withheld). If any settlement liable to the Seller Indemnified Parties for indemnification under Section 7.3(i) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of any Proceeding is consummated with $25,000 (the written consent “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Indemnifying Party or if there is a Final Order for Deductible. (b) Notwithstanding anything to the plaintiff contrary contained in any such Proceedingsthis Agreement, the Indemnifying Party agrees Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall have no right to indemnify and hold harmless each indemnification for any Losses for which the Purchaser Indemnified Person from and against any and all Losses by reason of such settlement Parties are entitled pursuant to Section 7.2(i) or judgment in accordance withthe Seller Indemnified Parties are entitled pursuant to Section 7.3(i), as applicable, with respect to, and the amount of Losses for purposes of determining whether the Deductible has been reached shall exclude, any Losses attributable to any individual claim (or series of claims arising from the same events, facts or circumstances) that is indemnifiable under Section 7.2(i) or Section 7.3(i) unless such Losses exceed $10,000 (including the costs of defense thereof, including attorneys’ fees and experts fees and other disbursements), whereupon, subject to the terms, conditions and limitations ofset forth in this Agreement (including the Deductible and the Cap), the provisions of this Section 8. Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be indemnified for such Losses. (c) Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 8 7.2(i) or Section 7.3(i), as applicable, shall not exceed $400,000 (the “Cap”). (d) Notwithstanding the foregoing, the limitations set forth in Section 7.5(a)-(b) shall not apply to the contrary, if at Losses resulting from any time inaccuracy in or breach of any Fundamental Representation. (e) Payments by an Indemnified Person shall have requested the Indemnifying Party pursuant to reimburse such Indemnified Person for legal Section 7.2 or other expenses Section 7.3 in connection with investigating, responding to or defending respect of any Proceedings as contemplated by this Section 8, the Indemnifying Party Loss shall be liable for any settlement reduced by the amount of any Proceedings effected without its written consent if (i) any Tax Benefit realized as a result of, and as a result of the circumstances giving rise to, such settlement is entered into more than 60 days after receipt Loss by the Indemnifying Indemnified Party of such request for reimbursement and (ii) any amounts recovered by the Indemnifying Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it that was not taken into account at the time the indemnification payment was made, the Indemnified Party shall not have reimbursed such Indemnified Person in accordance with such request prior promptly pay over to the date Seller the amount of such settlement. The Indemnifying Party shall notTax Benefit at such time or times as, without and to the prior written consent of an Indemnified Person (which consent shall be granted or withheld in extent that, such Tax Benefit is realized by the Indemnified Party’s sole discretion), effect but not in excess of the amount of the related indemnification payment. In the event that an insurance or other recovery is made by any settlement Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (f) In no event shall any pending Indemnifying Party be liable to any Indemnified Party for any punitive damages, other than indemnification for amounts paid or threatened Proceedings payable to third parties in respect of any Third Party Claim for which indemnity has been sought indemnification hereunder by such is otherwise required. (g) Each Indemnified Person unless (a) such settlement includes an unconditional release Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personmitigation shall be Losses indemnified hereunder.

Limitations. The Indemnifying Party (i) Notwithstanding anything to the contrary in this Agreement (A) no Purchaser Indemnitee shall be entitled to indemnification for any Losses arising solely from a claim for indemnification pursuant to subsection (a)(i) above until the aggregate amount of all Losses under all claims of all Purchaser Indemnitees for all such breaches exceeds $1,400,000 (the “Basket”), at which time all Losses incurred shall be subject to indemnification hereunder (subject to subsection (c)(ii) below) including the amount of the Basket; and (B) Seller’s aggregate Liability for indemnification pursuant to subsection (a)(i) above shall not exceed $17,500,000; provided, however, that notwithstanding the foregoing, the limitations set forth above in this subsection shall not apply with respect to any claim for indemnification based on (1) fraud or intentional misrepresentation, for which Seller’s Liability for indemnification is not limited, (2) any inaccuracy in or breach of any Fundamental Representation, for which Seller’s Liability for indemnification pursuant to subsections (a)(ii) through (a)(vi), together with any Liability otherwise pursuant to subsection (a)(i), in the aggregate, shall not exceed the Purchase Price, and (3) any inaccuracy in or breach of any Extended Representation, for which Seller’s Liability for indemnification, together with any Liability otherwise pursuant to subsection (a)(i), in the aggregate, shall not exceed $29,750,000. (ii) Seller’s Liability for indemnification pursuant to subsections (a)(i) through (vi), in the aggregate, shall not exceed the Purchase Price, unless the claim is of fraud or intentional misrepresentation, in which case it is not limited. (iii) A Purchaser Indemnitee’s right to indemnification under this Article based on any inaccuracy in or breach of any representation or warranty shall not be liable for diminished or otherwise affected in any settlement way as a result of such Purchaser Indemnitee’s knowledge of such inaccuracy, breach or untruth as of the date hereof or as of Closing, regardless of whether such knowledge exists as a result of the Purchaser Indemnitee’s investigation or as a result of disclosure by Seller or any of its Affiliates, unless such disclosures were set forth in this Agreement or in all applicable Schedules hereto. (iv) The amount of any Proceedings effected without Losses for which indemnification is provided under this Article shall be net of the amounts of any insurance proceeds which an Indemnitee actually receives with respect to any such Losses (net of cost of recovery, deductibles and premium increases). For the avoidance of doubt, in no event shall Seller have any Liability to any Purchaser Indemnitee for the same Losses under more than one provision of this Article. (v) Each party shall take all reasonable steps to mitigate any of its written consent Losses, including evaluation of any insurance policies and other collateral sources that would reasonably be applicable to such Loss. (which consent vi) Notwithstanding any other provision of this Agreement, Seller and its Affiliates shall not be unreasonably withheldresponsible for, or have an indemnification obligation with respect to, any Taxes (other than those allocated or attributable to Seller and its Affiliates in Section 5.4(a). If , Section 5.4(b) and Section 5.4(c)) imposed on Purchaser or any settlement of any Proceeding is consummated with the written consent its Affiliates arising from or attributable to Purchaser’s use or ownership of the Indemnifying Party Purchased Assets or if there is Seller Licensed Intellectual Property in a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any nonPost-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonClosing Tax Period.

Limitations. The Indemnifying Party (a) Any indemnity payment hereunder shall be treated for Tax purposes as an adjustment of the Final Purchase Price to the extent such characterization is proper or permissible under relevant Tax Law, including court decisions, statutes, regulations and administrative promulgations. (b) Except as provided in Sections 5.6 and 11.7(e), the ability of a party to seek indemnification under this Section 9 shall not be liable for affected or limited in any settlement way because of any Proceedings effected without its written consent Knowledge of, investigation by or waiver of any condition by such party. (which consent shall c) Except for remedies that cannot be unreasonably withheld). If waived as a matter of Law and injunctive and provisional relief, claims under Section 3.8 (for which Buyer’s sole remedy, if any settlement Asset represented to be present at a Facility is not so present at Closing, shall be in Seller’s discretion, Seller providing the specified item or a comparable replacement item, except in the event Buyer reasonably determines that it is a commercial necessity to replace such item before Seller provides the specified item or a comparable replacement item, in which case Seller shall reimburse Buyer for the amount Buyer reasonably expended on the replacement item) and claims for Indemnifiable Damages or contribution arising under any Environmental Law, if the Closing occurs, this Section 9 (and the provisions of Sections 5.2, 6.1, 6.2 and 6.13 with respect to the matters covered therein) shall be the exclusive remedy for breaches of this Agreement (including any Proceeding is consummated with the written consent covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the Indemnifying Party or if there sale of the Assets contemplated hereby. With respect to claims for which this Section 9 is a Final Order for the plaintiff in any such Proceedingsexclusive remedy, Buyer and Seller hereby waive and release on their own behalf and on behalf of each other applicable Indemnified Party, to the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against fullest extent permitted under applicable Law, any and all Losses rights, claims and causes of action it or they may have against Seller or Buyer, as the case may be, arising under or based upon common Law or any federal, foreign, state or local Law. (d) No party hereto shall have any Liability for any incidental, special, exemplary, multiple, punitive or consequential damages (including loss of profit or revenues) or any equitable equivalent thereof or substitute therefor suffered or incurred by reason of any Buyer Group Member or Seller Group Member, as the case may be, except for any such settlement or judgment in accordance with, and subject damages awarded to the limitations of, the provisions of a third party against an Indemnified Party for which an Indemnitor would otherwise have responsibility for pursuant to this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person9.

Limitations. The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 Agreement to the contrarycontrary or any right or remedy available under any Law: (a) Except for Losses relating to the Seller Fundamental Warranties, if at the Environmental Warranties or fraud or willful misrepresentation, the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 10.2(a) unless the aggregate amount of Losses indemnifiable under Section 10.2(a) exceeds one percent (1%) of the Adjusted Purchase Price (and, then, only to the extent of such excess). The Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 10.3(a) unless the aggregate amount of Losses indemnifiable under Section 10.3(a) exceeds one percent (1%) of the Adjusted Purchase Price (and, then, only to the extent of such excess). (b) Except for Losses relating to the Seller Fundamental Warranties, the Environmental Warranties or fraud or willful misrepresentation, the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 10.2(a) unless the amount of Losses indemnifiable under Section 10.2(a) with respect to any time an specific matter exceeds $25,000, in which event all such Losses with respect to such specific matter shall be included in calculating the threshold established in the first sentence of Section 10.4(a). The Seller Indemnified Person Parties shall not be entitled to indemnification pursuant to Section 10.3(a) unless the amount of Losses indemnifiable under Section 10.3(a) with respect to any specific matter exceeds $25,000, in which event all such Losses with respect to such specific matter shall be included in calculating the threshold established in the second sentence of Section 10.4(a). (c) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY PURSUANT TO THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE PURCHASE AND SALE OF THE SHARES FOR SPECIAL, SPECULATIVE, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL LIMIT A PARTY’S ABILITY TO RECOVER ANY LOSSES TO THE EXTENT AWARDED IN CONNECTION WITH A THIRD-PARTY CLAIM. (d) Sellers shall not have requested the Indemnifying Party any liability pursuant to reimburse such Indemnified Person for legal this Agreement or other expenses otherwise in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable purchase and sale of the Shares for any settlement of any Proceedings effected without its written consent if Loss (i) such settlement is entered into more than 60 days to the extent arising out of or resulting from any action taken or omitted to be taken after receipt the Closing by Buyers or any of its Affiliates (including, after the Indemnifying Party of such request for reimbursement and Closing, the Business Entities), (ii) to the Indemnifying Party extent arising out of or resulting from any matter disclosed in the Schedules to this Agreement, (iii) under Section 10.2(a) to the extent arising out of or resulting from a change in Law that becomes effective after the Closing, or (iv) to the extent expressly taken into account on the Net Working Capital Statement. Buyers shall not have reimbursed such Indemnified Person any liability pursuant to this Agreement or otherwise in accordance connection with such request prior the purchase and sale of the Shares for any Loss (i) to the date extent arising out of such settlement. The Indemnifying Party or resulting from any action taken or omitted to be taken after the Closing by Sellers or any of their respective Affiliates (excluding, after the Closing, the Business Entities), or (ii) under Section 10.3(a) to the extent arising out of or resulting from a change in Law that becomes effective after the Closing. (e) Except for Losses relating to the Seller Fundamental Warranties or fraud or willful misrepresentation, Sellers shall not, without have no liability pursuant to Section 10.2(a) or the prior written consent Scheduled Environmental Items in excess of an Indemnified Person (which consent shall be granted or withheld 15% of the Adjusted Purchase Price in the Indemnified Party’s sole discretionaggregate (the “Cap”). Except for Losses relating to the Buyer Fundamental Warranties or fraud or willful misrepresentation, effect any settlement Buyers shall have no liability pursuant to Section 10.3(a) in excess of 15% of the Adjusted Purchase Price in the aggregate. (f) For the purpose of determining whether there has been a breach of a representation or warranty and the amount of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims Losses that are the subject matter of such Proceedings a claim for indemnification hereunder, each representation and warranty contained in this Agreement (other than the representations and warranties set forth in Section 3.6(a)) shall be read without the payment by regard to any Indemnified Person of materiality qualifier (including, without limitation, any amounts or the imposition of any non-monetary penalty or obligation and (breference to Material Adverse Effect) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personcontained therein.

Limitations. The Indemnifying Party (a) Other than with respect to a Fraudulent breach under Section 11.2(a) or claims arising out of a breach of any Fundamental Representations, no Parent Indemnified Person may recover any Aggregate Escrow Cash in respect of any claim for indemnification that is made pursuant to Section 11.2(a) unless and until the aggregate amount of Damages that may be claimed pursuant to Section 11.2(a) exceeds $750,000 (the “Deductible”), and once the Deductible has been reached, the Parent Indemnified Person may make claims for indemnification for all Damages in excess of the Deductible; provided, however, for clarity, Aggregate Escrow Cash will not be released from escrow to any Parent Indemnified Person until claims for indemnification for Damages exceeding the Deductible have been resolved in favor of the Parent Indemnified Persons pursuant to this Article 11. (b) If the Merger is consummated, recovery from the Escrow Cash and the R&W Policy shall be the sole and exclusive remedy under this Agreement for the Indemnifiable Matters arising out of Section 11.2(a), except for breaches of Fundamental Representations or in the case of a Fraudulent breach under Section 11.2(a). In the case of any Indemnifiable Matters arising out of Section 11.2(g), the Deductible shall not apply and recovery from the Specified Matter Escrow Cash, the remaining Escrow Cash (if any) and the R&W Policy (if available) shall be liable for any settlement the sole and exclusive remedy under this Agreement. In the case of any Proceedings effected without its written consent breaches of Fundamental Representations by the Company under this Agreement or Indemnifiable Matters arising out Section 11.2(b) to (which consent f) or Section 11.2(h), the Deductible shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify apply and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party Effective Time Holder shall be liable for any settlement such holder’s Pro Rata Share of the amount of any Proceedings effected without its written consent if Damages resulting therefrom; provided, however, that such liability shall be limited to 100% of the amount of the Total Merger Consideration actually received (ior treated as received not taking into account any reduction for Taxes withheld) by such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person Effective Time Holder in accordance with such request prior to the date this Agreement (inclusive of such settlement. The Indemnifying Party shall notEffective Time Holder’s Escrow Pro Rata Share of the Shared Escrow Cash, without Specified Matter Escrow Pro Rata Share of the prior written consent Specified Matter Escrow Cash, Expense Pro Rata Share of an the Expense Cash and Escalate’s Escalate Additional Escrow Contribution). (c) All claims for indemnification by a Parent Indemnified Person for Damages pursuant to this Agreement (which consent shall be granted whether or withheld in not the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims Indemnifiable Matters that are the subject matter of such Proceedings without claims are recoverable solely from the payment Escrow Cash) shall be satisfied (i) first from the Escrow Cash, (ii) second from the R&W Policy and (iii) third, after exhaustion of the Escrow Cash and R&W Policy, against the Effective Time Holders directly (but not exceeding such Effective Time Holders’ respective Pro Rata Shares of such Damages and subject to the dollar limits set forth in Section 11.3(b)). (d) Notwithstanding anything to the contrary herein, the Specified Matter Escrow Cash shall be available as a separate escrow, held exclusively for indemnification claims by any a Parent Indemnified Person for Damages arising out of or resulting from any of the matters set forth on Schedule 11.2(g) and all claims for indemnification by a Parent Indemnified Person for such matters shall be satisfied, (i) first, from the Specified Matter Escrow Cash, (ii) second, after exhaustion of the Specified Matter Escrow Cash, from the Escrow Cash, and (iii) third, from the R&W Policy (if available). (e) The Parent Indemnified Persons shall exercise commercially reasonable efforts to mitigate the amount of any amounts Damages, including without limitation commercially reasonable efforts to recover under the R&W Policy; provided that the Parent Indemnified Persons shall not be required to recover under the R&W Policy prior to exhaustion of the Aggregate Escrow Cash. Without limiting the foregoing, Damages shall be calculated net of actual recoveries under existing insurance policies and contractual indemnification or contribution provisions (in each case calculated net of any actual collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums); provided, that, in the event that Parent Indemnified Persons first recover from the Aggregate Escrow Cash or Effective Time Holders for any particular Damages and thereafter recover for the same Damages pursuant to any existing insurance policies and/or contractual indemnification or contribution provisions, then the amount recovered pursuant to such existing insurance policies (including the R&W Policy) and/or contractual indemnification or contribution provisions (up to the amount first recovered from the Aggregate Escrow Cash) shall be deposited in the escrow fund or paid to the Effective Time Holders, as applicable, by Parent. In addition, Damages shall exclude special, consequential, exemplary or punitive damages, unless (i) specifically awarded by an arbitrator or Governmental Authority to a third party and paid to such third party by a Parent Indemnified Person or (ii) in the case of consequential damages only, reasonably foreseeable under an objective standard. (f) In determining the existence or amount of any Damages in respect of the failure of any representation or warranty to be true and correct as of any particular date or the imposition breach of or default in connection with any non-monetary penalty covenant or obligation agreement, any materiality or Material Adverse Effect standard or qualification contained in or otherwise applicable to such representation, warrant, covenant or agreement shall be disregarded (other than in instances where the context dictates otherwise (e.g., the operation of this sentence shall not turn references to “Company Material Contract” to “Company Contract” or “Material Adverse Effect” to “Effect” for purposes of calculating Damages)); provided, however, that such standard or qualification shall not be disregarded for the purposes of the initial determination of whether there was a failure of such representation or warranty to be true and (b) does not include any statement as to or any admission of faultcorrect, culpability or a failure to act by breach of or on behalf of default in connection with any Indemnified Personcovenant or agreement, as aforesaid.

Limitations. No Company Indemnified Party shall be entitled to indemnification for any Losses or Damages for which it would otherwise be entitled to indemnification pursuant to this Section 10.1 unless and until the aggregate amount of all Losses and Damages for which all Company Indemnified Parties are entitled to indemnification exceeds $250,000, at which time, such Company Indemnified Party shall (subject to the other limitations set forth in this Section 10.1) be entitled to indemnification for the full amount of all such Losses and Damages, up to a maximum amount of $5,000,000. The Indemnifying Party Tracor Indemnified Parties shall not be liable entitled to indemnification for any settlement Losses or Damages for which they would otherwise be entitled to indemnification pursuant to this Section 10.1 unless and until the aggregate amount of any Proceedings effected without its written consent (all Losses and Damages for which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedingsall Tracor Indemnified Parties are entitled to indemnification exceeds $250,000, at which time, the Indemnifying Party agrees to indemnify and hold harmless each Tracor Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and Parties shall (subject to the other limitations of, the provisions of this Section 8. Notwithstanding anything set forth in this Section 8 10.1) be entitled to indemnification for the full amount of all such Losses and Damages up to a maximum of the $5,000,000 principal amount of the Tracor Indemnification Note, and, in the event the Tracor Indemnification Note has been paid, as set forth in Section 10.1(b) hereof. Notwithstanding any provision hereof to the contrary, if at (i) the Company Indemnified Parties shall not be entitled to indemnification by Tracor for Losses or Damages in excess of $5,000,000. To the extent that any time an Tracor Indemnified Person shall have requested the Indemnifying Party is entitled to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding indemnification pursuant to or defending any Proceedings as contemplated by this Section 810.1, the Indemnifying such Tracor Indemnified Party shall be liable entitled to reimbursement for any settlement the Losses or Damages for which it is entitled to indemnification only by means of any Proceedings effected without its written consent if (ioffset against the Tracor Indemnification Note, and, in the event the Tracor Indemnification Note has been paid, as set forth in Section 10.1(b) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement hereof, and (ii) the Indemnifying no Tracor Indemnified Party shall not have reimbursed any recourse against the Holder Representative or the Holders for indemnification pursuant to this Section 10.1. Notwithstanding anything to the contrary otherwise contained in this Agreement, Tracor's obligation to indemnify the Company Indemnified Parties pursuant to this Section 10.1 shall expire 18 months after the Closing Date; provided, however, that such indemnification rights, with respect to any claim for indemnification asserted in writing by any Company Indemnified Person in accordance with such request Party prior to the date expiration of such settlement18-month period, shall survive the expiration of such 18-month period until such claim for indemnification is either resolved or satisfied. The Indemnifying Notwithstanding anything to the contrary otherwise contained in this Agreement, Tracor's right to indemnification under this Section 10.1 shall expire 18 months after the Closing Date (or, with respect to any breach of Section 4.9, after the Applicable Limitations Period has expired); provided, however, that such indemnification obligations, with respect to any claim for indemnification asserted in writing by any Tracor Indemnified Party shall notprior to the expiration of such 18 months (or Applicable Limitations Period, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretionas applicable), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release shall survive the expiration of such Indemnified Person in form and substance satisfactory to 18 months (or Applicable Limitations Period, as applicable), until such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts claim for indemnification is either resolved or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personsatisfied.

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) The Indemnifying Party aggregate liability of Seller for the sum of all Damages payable to the Buyer Indemnified Parties under this Article VI with respect to all claims except Inventory Claims (as defined below) or Pre-Closing Claims or the liability of Seller to pay Taxes under Sections 1.1(c)(v) and 1.5 shall not exceed an amount equal to $1.5 million. For the avoidance of doubt, there shall be no limit on the aggregate liability of Seller for Damages payable to the Buyer Indemnified Parties with respect to Pre-Closing Claims; (ii) Except for Post-Closing Claims, Assumed Liability Claims or any liability of Buyer to pay Taxes under Section 1.5, the aggregate liability of Buyer for the sum of all Damages payable to the Seller Indemnified Parties under this Article VI shall not exceed an amount equal to $1.5 million. For the avoidance of doubt, there shall be no limit on the aggregate liability of Buyer for Damages payable to the Seller Indemnified Parties with respect to Post-Closing Claims and Assumed Liability Claims; (iii) Solely with respect to those claims involving the Inventory acquired by Buyer (as set forth on Schedule 4.4) (an “Inventory Claim”), the aggregate liability of Seller for the sum of all Damages payable to the Buyer Indemnified Parties under this Article VI shall not exceed an amount equal to $3 million (which aggregate amount is separate from, and not included in the $1.5 million limitation set forth above); provided, however, that for the avoidance of doubt, the Parties hereby agree that Damages in respect of any Inventory Claim shall not be liable for made against the $1.5 million threshold set forth above but only against the $3 million threshold set forth herein; provided, further that prior to asserting an Inventory Claim Buyer must first seek recourse under any settlement OEM warranty applicable to such Inventory, to the extent such warranty may be exercised by Buyer; and (iv) Damages with respect to Inventory shall be calculated based on the cost per unit of any Proceedings effected without its written consent (which consent Inventory multiplied by the number of units that have been determined to be defective pursuant to Section 2.12. For purposes hereof, the cost per unit will be determined in accordance with Section 2.12; provided, however, that with respect to subassembly and finished items, the cost per unit of Inventory shall be the lesser of the cost to rework such subassembly and finished item or, if the subassembly or finished item cannot be unreasonably withheld). If any settlement of any Proceeding is consummated with reworked, the written consent cost of the Indemnifying Party subassembly or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment finished item as determined in accordance withwith Section 2.12; and (v) The indemnification obligations set forth in Section 6.1 with respect to any Inventory Claim(s) will be triggered only if the aggregate amount of Damages with respect to such claim(s) exceeds $500,000 (the “Inventory Deductible”), and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party which case Seller shall be liable for all Damages in excess of the Deductible. Except for any settlement liability of Seller to pay Taxes under Sections 1.1(c)(v) and 1.5 or any Proceedings effected without its written consent Pre-Closing Claims, the indemnification obligations set forth in Section 6.1 with respect to all claims other than Inventory Claims, will be triggered only if the aggregate amount of Damages with respect to such other claim(s) exceeds $75,000 (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party “Other Deductible”), in which case Seller shall be liable for all Damages including the amount of such request the Other Deductible. For the avoidance of doubt, Damages for reimbursement and (ii) the Indemnifying Party Inventory Claims shall not have reimbursed count against the Other Deductible, and Damages for claims other than Inventory Claims shall not count against the Inventory Deductible. (vi) Except for any liability of Buyer to pay Taxes under Section 1.5 or any Post-Closing Claims or Assumed Liability Claims, the indemnification obligations set forth in Section 6.2 will be triggered only if the aggregate amount of Damages with respect to such Indemnified Person other claim(s) exceeds $75,000, in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent case Buyer shall be granted or withheld in liable for all Damages including the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and $75,000 amount. (b) does not include Buyer and Seller shall use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Damages for which indemnification is provided to the Parties under this Article VI. (c) The amount of any statement as Damages for which indemnification is provided under this Article VI shall be reduced by any related recoveries to which the Indemnified Party is entitled under insurance policies or other related payments received or receivable from third parties and any Tax benefits actually received by the Indemnified Party or any admission of fault, culpability its Affiliates or a failure to act by for which the Indemnified Party or any of its Affiliates is eligible on behalf account of any Indemnified Personthe matter resulting in such Damages or the payment of such Damages.

Limitations. (a) The Indemnifying Party ICL Principals shall not be liable under this ARTICLE IX unless and until the aggregate amount of Damages incurred or suffered by Indemnitees exceeds U.S. $100,000. For purposes of the preceding sentence, no independent claims of less than U.S. $10,000 may be made; PROVIDED, HOWEVER, that all claims arising out of a common set of facts shall be aggregated for any settlement purposes of any Proceedings effected without its written consent determining whether the U.S. $10,000 threshold has been met. (which consent b) The ICL Principals' aggregate liability under this ARTICLE IX shall not exceed U.S. $4,125,000. The ICL Principals' liability under this ARTICLE IX shall be unreasonably withheld). If any settlement joint and several; PROVIDED, HOWEVER, that the liability of any Proceeding is consummated with each of The J.L.R. Family Trust and The Paisley Family Trust under this ARTICLE IX shall be limited to (i) Parent Common Stock received on the written consent Closing Date and held by such trust, or Parent Common Stock obtained upon exchange of Class A Special Shares received on the Indemnifying Party Closing Date, and held by such trust, or (ii) if there is a Final Order for the plaintiff Parent Common Stock referred to in clause (i) above has been sold or otherwise transferred, the after-tax proceeds from the disposition of such Parent Common Stock. (c) The ICL Principals may, at their option, satisfy their indemnification obligations under this Restated Agreement by (i) the payment of that amount of cash (in U.S. dollars) sufficient to satisfy such indemnification claim, but in any such Proceedings, event not exceeding the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment amount set forth in accordance withSECTION 9.5(b) hereof, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal SECTION 9.5(a) hereof; or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party delivery of stock certificates representing that number of shares of Parent Common Stock or Class A Special Shares sufficient to satisfy such indemnification claim, the value of which shall not have reimbursed such Indemnified Person be determined in accordance with SECTION 9.5(d) hereof; PROVIDED, HOWEVER, that any stock certificates delivered in satisfaction of an indemnification claim must be delivered to Parent within three (3) business days following (as applicable) (A) the date calculated in accordance with SECTION 9.2 or SECTION 9.3 hereof, if the claim is not in dispute; (B) resolution of such request indemnification claim, whether prior to or following commencement of litigation; or (C) the entry of a final and non-appealable judgment by a court of competent jurisdiction. (i) The parties hereto agree that, for purposes of valuing shares of Parent Common Stock delivered pursuant to SECTION 9.5(c) to satisfy any indemnification claims pursuant to SECTION 9.2 or SECTION 9.3, Parent Common Stock shall be valued at a price per share equal to the greater of: (A) the weighted average of the closing prices, as reported on the NYSE, of the Parent Common Stock on the twenty (20) trading days prior to the date on which the stock certificates for the Parent Common Stock are to be delivered pursuant to clause (ii) of such settlement. SECTION 9.5(c), or (B) $5.50. (ii) The Indemnifying Party shall notparties hereto agree that, without the prior written consent for purposes of an Indemnified Person (which consent valuing shares of Class A Special Shares delivered to satisfy any indemnification claims pursuant to SECTION 9.5(c), Class A Special Shares shall be granted or withheld in valued at a price per share equal to the Indemnified Party’s sole discretiongreater of: (A) the weighted average of the closing prices, as reported on the NYSE, of the Parent Common Stock into which the Class A Special Shares are exchangeable on the twenty (20) days prior to the date on which the stock certificates for the Class A Special Shares are to be delivered pursuant to clause (ii) of SECTION 9.5(c), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder (B) $5.50. (e) No claim for indemnification pursuant to SECTION 9.1 shall be made unless asserted by such Indemnified Person unless a written notice given to the ICL Principals on or before six (a6) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person months from all liability on the claims that are Closing Date. For greater certainty, no Claim Notice may be given after six (6) months from the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonClosing Date.

Limitations. The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with parties hereto agree that, except as set forth ----------- in the written consent proviso below, the sole and exclusive remedy of the Indemnifying Party Indemnified Persons for all Damages under Section 8.3(a) or if there is a Final Order for otherwise in connection with this Agreement or the plaintiff transactions contemplated hereby shall be to make one or more claims against the Escrow Fund deposited in any such Proceedingsescrow pursuant to the Escrow Agreement; provided, however, that: -------- ------- (i) Notwithstanding the occurrence of the Escrow Termination Date or the termination or depletion of the Escrow Fund and without regard to the limitations with respect to survivability of the representations and warranties in Section 8.1 above, the Indemnifying Party agrees to Stockholders shall jointly and severally indemnify and hold harmless each Indemnified Person from for all Damages arising out of (A) fraud or (B) any reckless or intentional omission to state or reckless or intentional misstatement by the General Partner or Limited Partnership of a liability of the General Partner or Limited Partnership. (ii) Notwithstanding the occurrence of the Escrow Termination Date or the termination or depletion of the Escrow Fund and against any and all Losses by reason of such settlement or judgment in accordance with, and subject without regard to the limitations ofwith respect to survivability of the representations and warranties in Section 8.1 above, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person each Stockholder shall have requested the Indemnifying Party to reimburse such severally indemnify and hold harmless each Indemnified Person for legal all Damages arising out of any breach of any representation, warranty or other expenses covenant made by such Stockholder in connection respect of such Stockholder's right, title and interest in and to the GP Shares tendered by such Stockholder at the Closing. (iii) Notwithstanding the occurrence of the Escrow Termination Date or the termination or depletion of the Escrow Fund and without regard to the limitations with investigating, responding respect to or defending any Proceedings as contemplated by this survivability of the representations and warranties in Section 88.1 above, the Indemnifying Party Stockholders shall be jointly and severally liable for any settlement claim for Damages made within four years after the date of any Proceedings effected without its written consent if filing of tax returns for the Limited Partnership for the period through August 31, 2000 arising from income Taxes (iincluding interest and penalties thereon) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request resulting from a determination that prior to the date Closing the Limited Partnership should have been taxed as a corporation instead of such settlementas a partnership. The Indemnifying Party shall notNotwithstanding the foregoing, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement total indemnification obligations of any pending Stockholder under this Section 8.3(b) or threatened Proceedings otherwise under this Agreement shall not exceed the aggregate portion of the Purchase Price received by such Stockholder in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release Stockholder's Purchased Interests net of such Indemnified Person in form the amounts contributed to the Escrow Fund and substance satisfactory not returned to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonStockholder.

Limitations. The Indemnifying Party Notwithstanding any other provision in this Article VII, ----------- Expedia shall be entitled to indemnification only if the aggregate Indemnifiable Amounts exceed Seventy-Five Thousand Dollars ($75,000) (the "Threshold Amount"), provided that at such time as the amount to which Expedia is entitled to be indemnified exceeds the Threshold Amount, Expedia shall be entitled to be indemnified up to the full Indemnifiable Amounts including the Threshold Amount. Notwithstanding any other provision in this Article VII, Indemnifiable Amounts to be paid by the Company stockholders shall be satisfied solely by the securities deposited into escrow pursuant to Section 1.4.6, provided that the obligations of the Company stockholders for Indemnifiable Amounts arising out of breaches of the representations, warranties and covenants in Section 2.1.7 relating to taxes, and fraud or willful misstatements or willful omissions by the Principal Stockholders or Company shall not be liable for any settlement subject to the foregoing limitation (but in no event shall Company stockholders be obligated to pay aggregate Indemnifiable Amounts, arising out of any Proceedings effected without its written consent fraud or willful misstatements or willful omissions by the Principal Stockholders (which consent shall not be unreasonably withheldeach, a "Fraudulent Act")). If With respect to Indemnifiable Amounts arising out of a Fraudulent Act: (i) no Principal Stockholder responsible for all or a part of such Fraudulent Act shall be entitled to contribution from any settlement Company stockholder who was not responsible for a part of any Proceeding is consummated with the written consent such Fraudulent Act, (ii) each Principal Stockholder responsible for all or a part of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to Fraudulent Act shall indemnify and hold harmless each Indemnified Person Company shareholder who was not responsible for any part of such Fraudulent Act from and against any all Indemnifiable Amounts paid, payable or satisfied by such Company stockholder (other than by means of the securities deposited into escrow pursuant to Section 1.4.6) provided that Expedia's right to be indemnified by such Principal Stockholder shall have a priority to the claims of other Company stockholders, and (iii) no Principal Stockholder responsible for all Losses by reason or a part of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person Fraudulent Act shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated his liability limited by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonSection.

Limitations. The Indemnifying Party (a) An indemnifying party shall not be liable for any settlement Loss or Losses pursuant to Sections 8.2(a) or 8.3(a) (“Warranty Losses”) unless and until the aggregate amount of all Losses incurred by the party seeking indemnification exceeds [***], in which event the indemnifying party shall be liable for all Warranty Losses [***]; except, however, that no minimum dollar amount is required for Losses relating to or arising from a breach of the Core Representations. (b) Neither the Seller or the Buyer shall be required to indemnify any Proceedings effected without its written consent Person under Sections 8.2(a) or 8.3(a) for an aggregate amount of Warranty Losses exceeding [***] (which consent the “Indemnification Cap”); provided, however, that (i) the Indemnification Cap for Seller shall be reduced by the dollar amount equal to any amounts paid to Buyer Indemnified Parties out of the Escrow Fund, (ii) the Indemnification Cap shall not apply to [***], and (iii) nothing contained in this Section shall be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party deemed to limit or if there is a Final Order for the plaintiff restrict in any such Proceedingsmanner any rights or remedies which an indemnified party has, or might have, at Law, in equity or otherwise, based on fraud or intentional misrepresentation. (c) The indemnified parties acknowledge and agree that, should the Closing occur, the Indemnifying Party agrees sole and exclusive remedy with respect to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason arising out of, relating to or connected with this Agreement and the transactions contemplated hereby, (other than claims of, or causes of such settlement or judgment in accordance withaction arising from, and subject fraud) shall be pursuant to the limitations of, the indemnification provisions of set forth in this Section 8. Notwithstanding anything Article VIII; provided that nothing in this Section 8 8.4(c) shall limit or restrict the ability of any party hereto to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal seek injunctive or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable equitable relief for any settlement breach or alleged breach of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to this Agreement or any admission of fault, culpability provision hereof. (d) Buyer Indemnified Parties shall first satisfy their claims for indemnification for any Loss or a failure Losses arising pursuant to act by or on behalf of any Indemnified PersonSection 8.2(g) in full from the Escrow Fund before seeking indemnification under this Agreement directly from the Company.

Limitations. The Indemnifying Party rights to indemnification in this Article 9 shall be subject to the following limitations: (1) Any claim for indemnification under this Article 9 shall be made by giving notice under Section 9.3 to the party or parties against whom indemnification is sought. Any such notice must be given on or before May 1, 2001, except for any claims for indemnification arising out of a misrepresentation or breach of the representations and warranties in Sections 3.11 or 3.22 which may be given at any time up to and including the third anniversary of the Closing Date. Any claim for indemnification given after such dates will have no effect. (2) Except for claims for non-payment of the Purchase Price Adjustment (if due to Purchaser) and for payments or damages related to any of the Excluded Liabilities, Seller and Parent shall not be required to indemnify Purchasers under Section 9.1 until the Purchaser Losses, individually or in the aggregate, as to which Purchasers would otherwise be entitled to indemnification exceed $75,000 (the "Deductible"), at which point Seller and Parent shall be jointly and severally liable to reimburse Purchasers for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent all Purchaser Losses that may arise in excess of the Indemnifying Party or if there is a Final Order for Deductible. Neither the plaintiff in Deductible nor any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions part of this Section 8. Notwithstanding anything in this 9 shall apply to any Purchaser Losses arising out of Seller's or Parent's breach of Section 8 2.3, 2.6 or 2.7 to the contraryextent Purchaser has already received payment therefor. (3) The aggregate amount of the Purchaser Losses for which Seller and Parent, if at any time an Indemnified Person shall have requested in the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigatingaggregate, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable with respect to this Agreement and the Related Document shall not exceed the Purchase Price. (4) Except for any settlement injunctive relief to which a party may be entitled, the indemnification remedy provided in this Article 9 shall constitute the sole remedy of any Proceedings effected without its written consent if party hereto with respect to this Agreement and the Related Documents. (5) Seller and Parent agree that, in addition to any other rights or remedies available to Purchaser, Purchaser may make a claim against the Escrow Account pursuant to the Escrow Agreement to satisfy, among other obligations of Seller and Parent, (i) such settlement is entered into more than 60 days after receipt by any of the Indemnifying Party obligations of such request for reimbursement Seller and Parent under Section 9.1 of this Agreement and (ii) any amount due from Seller in connection with the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to final determination of the date of such settlement. The Indemnifying Party shall notClosing Tangible Net Worth, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts Receivables Deficiency or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonWarranty Deficiency.

Limitations. The Indemnifying Party shall not No Letter of Credit will be liable for any settlement of any Proceedings effected without its written consent issued (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject deemed issued as to the limitations ofExisting Letters of Credit), the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contraryincreased, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if extended (i) if such settlement is entered into more than 60 days after receipt by issuance, increase, or extension would cause the Indemnifying Party sum of the Letter of Credit Exposure plus the aggregate Dollar Amount of all outstanding Revolving Advances and Swingline Advances at such request for reimbursement and time to exceed the aggregate Revolving Commitments; (ii) unless such Letter of Credit has an Expiration Date not later than the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to earlier of (A) sixty months after the date of issuance thereof and (B) twenty-four months after the Maturity Date; (iii) unless such settlement. The Indemnifying Party shall notLetter of Credit (or, without if applicable, the prior written consent amendment to a Letter of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (aCredit) such settlement includes an unconditional release of such Indemnified Person is in form and substance satisfactory acceptable to the applicable Issuing Lender in its sole discretion; (iv) unless the Borrower has delivered to the applicable Issuing Lender a completed and executed letter of credit application on such Issuing Lender’s standard form, which shall contain terms no more restrictive than the terms of this Agreement; (v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600 (“UCP”), the International Standby Practices (ISP 98), International Chamber of Commerce Publication No. 590 (“ISP”) or any successor to the UCP or ISP and, to the extent not inconsistent therewith, the New York Uniform Commercial Code, as in effect from time to time; or (vi) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain an Issuing Lender from issuing or providing such Letter of Credit, or any Legal Requirements applicable to such Indemnified Person from all liability Issuing Lender shall prohibit the issuance or provision of such type of Letter of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the claims that are date hereof or shall impose upon such Issuing Lender any unreimbursable loss, cost or expense which was not applicable on the subject matter of date hereof and which such Proceedings without Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material. If the payment by any Indemnified Person terms of any amounts or letter of credit application referred to in the imposition foregoing clause (iv) conflicts with the terms of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission this Agreement, the terms of fault, culpability or a failure to act by or on behalf of any Indemnified Personthis Agreement shall control.

Limitations. The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees Indemnifier's obligations to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement the Claimant ----------- pursuant to Section 10.2 or judgment in accordance with, and 10.3 shall be subject to the limitations offollowing limitations: (a) No indemnification shall be required to be made by Buyer or Seller as the Indemnifier, as the case may be, under Section 10.2 or 10.3 until the aggregate amount of Damages of Buyer or Seller as Claimant exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the "THRESHOLD AMOUNT"); provided, however, -------- ------- that when the losses of a Claimant exceed the Threshold Amount, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party Indemnifier shall be liable for the Claimant's aggregate losses of the Threshold Amount and any settlement losses in excess of the Threshold Amount, and provided further that if the losses of one Claimant exceeds the Threshold Amount, the Threshold Amount limitation shall no longer apply to any Proceedings effected without its claim with respect to the losses of the other party hereto as Claimant. In the event of a partial Closing under Section 8.2 hereof, the foregoing limitation shall not apply to any claim by either Buyer or Seller as Claimant for indemnity for Damages sustained by Claimant relating to the wrongful failure by the Indemnifier to consummate the transaction contemplated to occur at the Subsequent Closing. (b) The Claimant shall be entitled to indemnification only for those Damages arising with respect to any Claim as to which Claimant has given the Indemnifier written consent if notice within the appropriate time period set forth in Section 10.1 hereof for such Claim. (c) All of Buyer's or Seller's Damages sought to be recovered under Section 10.2 or 10.3 hereof shall be net of (i) any insurance proceeds received by Buyer or Seller as Claimants, as the case may be, or which such settlement is entered into more than 60 days after receipt by party shall be entitled to receive, with respect to the Indemnifying Party of events giving rise to such request for reimbursement Damages, and (ii) the Indemnifying Party shall not have reimbursed any tax benefits received by or accruing to such Indemnified Person Claimant in accordance connection with such request events. Buyer and Seller each agrees that subsequent to Closing, such party shall look first to recover under its applicable insurance policies, if any, prior to seeking indemnity as Claimant from the date of such settlement. The Indemnifying Party other party hereto as Indemnifier. (d) In no event shall not, without the prior written consent of an Indemnified Person Claimant's right to indemnity exceed Twelve Million Dollars (which consent shall be granted or withheld in the Indemnified Party’s sole discretion$12,000,000), effect other than with respect to a Claimant's right to indemnity for any settlement claims of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability fraud on the claims that are part of the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts Indemnifier in connection with this Agreement or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.transactions contemplated hereby..

Limitations. The Indemnifying Party Notwithstanding anything to the ----------- contrary herein, Seller and Buyer covenant to each other that Part Six shall be subject to the following limitations: (i) Buyer shall pay the Transaction Deductible and the Individual Deductible and shall provide Seller with the information outlined in the Environmental Processing and Reimbursement Protocol, set forth in Schedule 6.7, to evidence Buyer's satisfaction of the Transaction Deductible and the Individual Deductible. (ii) Seller shall be responsible only for Environmental Losses incurred for a period of Eleven (11) Years following the Closing Date and about which Seller has received notice as set forth in Section 6.4(i), except that Seller shall be responsible for Environmental Losses, regardless of when incurred, related solely to (x) the DCA Plume or (y) the disposal, prior to the Closing Date, of soil and other materials removed from the earthen crude oil storage tanks, located on the Property, during closure of the tanks, in landfills adjacent to the Property ("Tank Waste Disposal"). Seller's responsibility for Tank Waste Disposal shall include any Environmental Losses resulting from (z) the leaching of contaminants from the adjacent landfills to the Property or (aa) any portion, if any, of the landfills that overlaps onto the Property. Environmental Losses related to Tank Waste Disposal shall not be liable for subject to the $40 Million Cap. (iii) Seller's responsibility under this Part Six shall be limited to Environmental Law as it exists, is in effect, and is enforceable as of the Closing Date. (iv) If Environmental Losses relating to Environmental Conditions that were caused prior to the Closing Date are increased due to any settlement of any Proceedings effected without its written consent (which consent act or omission by a Person other than Seller or Seller's agents after the Closing Date, Seller shall not be unreasonably withheldresponsible for any such increase in Environmental Losses incurred. (v) Seller shall not be responsible after the Closing Date for any capital improvements, repairs, or modifications to the structures or equipment of the PO/MTBE Assets to correct any noncompliance or potential noncompliance with Environmental Law which is a Huntsman's Knowledge Matter. (vi) Seller shall not be responsible for any capital improvements and repairs and modifications to capital improvements associated with the Property or the PO/MTBE Assets as a consequence of any Remediation, except to the extent provided in this Section 6.2(b)(vi). If as a direct consequence of a Remediation for which Seller is responsible pursuant to Section 6.2 structure or equipment of the PO/MTBE Assets must be repaired, replaced, or rebuilt, Buyer and Seller shall agree upon the value of such items in their condition prior to the commencement of Remediation, but without considering any settlement diminution in value relating solely to such Remediation. In the event that Buyer and Seller cannot agree, a mutually acceptable independent appraiser shall determine such value and the fees and expenses of such appraiser shall be shared equally by Buyer and Seller. In either case, Seller's responsibility to Buyer for Environmental Losses associated with such items shall be limited to the value of any Proceeding such item as so determined in an amount which is consummated proportional to Seller's contribution to such Environmental Losses. This Section 6.2(b)(vi) shall not be construed to make Seller responsible for capital improvements, repairs, or modifications addressed in Section 6.2(b)(v). (vii) If Seller is undertaking the performance of its obligations pursuant to Sections 6.5 or 7.3 of this Agreement, Seller shall not be responsible under this Part Six for costs associated with Buyer's oversight of Seller's performance, including the written consent cost of Buyer's legal counsel, consultants, or employees. (viii) Seller shall not be responsible under this Part Six for any Environmental Losses related to land, soil, surface, subsurface strata, or groundwater contamination caused by or relating to releases at the Indemnifying Party Property after April 1, 1994 of propylene oxide or if methyl tertiary butyl ether or any chemical substances or catalysts used by the Company, Buyer, or any subsequent owner or operator in the manufacture of propylene oxide or methyl tertiary butyl ether at the Port Neches, Texas plant, or degradation products of propylene oxide or methyl tertiary butyl ether or any chemical substances or catalysts released at the Property after April 1, 1994 by the Company, Buyer, or any subsequent owner or operator in the manufacture of propylene oxide or methyl tertiary butyl ether at the Port Neches, Texas plant. If there is a Final Order for the plaintiff dispute as to whether a release occurred before or after April 1, 1994, it shall be Seller's burden to prove that releases of crude oil or its degradation products occurred after April 1, 1994, and it will be Buyer's burden to prove that releases of all other substances described in Section 6.2(b)(viii) occurred prior to April 1, 1994. (ix) Buyer shall cooperate and not in any such Proceedingsway interfere with efforts to comply with the Corrective Action Directive, issued by the Indemnifying Party agrees Texas Natural Resources and Conservation Commission on November 13, 1995 ("CAD"), or any Remediation Plan or remedy entered into by Seller or any other Person regarding the DCA Plume. To the extent that obligations under the CAD or any Remediation Plan or remedy entered into by Seller or any other Person regarding the DCA Plume are performed, Seller shall be deemed to indemnify and hold harmless each Indemnified Person from and against have fulfilled its obligations to Buyer under this Part Six with respect to Environmental Claims or Environmental Conditions related to the DCA Plume. If Environmental Losses relating to the (x) CAD, (y) any Remediation Plan or remedy related to the DCA Plume or (z) any order entered by a court or other Governmental Body are increased as a result of any act or omission of Buyer occurring after the Closing Date, Buyer shall reimburse Seller any and all Losses amounts up to the amount of the increase for costs Seller has actually incurred. Buyer agrees to use its reasonable best efforts to ensure that the DCA Plume shall continue to be treated in the joint waste water treatment plant at Port Neches, unless otherwise prohibited by reason of such settlement Environmental Law or judgment in accordance withthe Governmental Body issuing the permit, and subject that such treatment of the DCA Plume shall not be considered an Environmental Loss. Future modifications or amendments to the limitations ofjoint waste water treatment plant permit shall allow for the treatment of the DCA Plume unless otherwise prohibited by Environmental Law or the Governmental Body issuing the permit. (x) Seller shall not be responsible under this Part Six for Environmental Losses related to Supporting Assets, except that Seller shall be responsible under this Part Six for Environmental Losses relating to discharges from the provisions of this Section 8. Notwithstanding anything in this Section 8 PO/MTBE Business to the contrary, if at any time an Indemnified Person shall have requested joint waste water treatment plant into the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request Star Lake Outfall Canal prior to the date of such settlement. The Indemnifying Party shall notClosing Date. (xi) Notwithstanding anything contrary herein, without in the event that the air quality permit for the PO/MTBE Unit, submitted to the Texas Natural Resources and Conservation Commission on March 13, 1997 (permit number 20160), is not approved by the Commission prior written consent of an Indemnified Person (which consent to the Closing Date, Buyer shall be granted solely responsible for any Environmental Losses or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory costs relating to such Indemnified Person from permit application incurred after the Closing Date, including all liability costs relating to the preparation and resubmission of a permit application; provided that, after the Closing Date, Seller shall reasonably cooperate with Buyer in attempting to obtain the permit based on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of faultMarch 13, culpability or a failure to act by or on behalf of any Indemnified Person1997 application.

Limitations. The Indemnifying Party (a) Purchaser will have the right to affiliate with any other investment management firm (a “New Firm”) for the purpose of continuing to offer RPM to existing RPM clients of Seller and other prospective clients; provided that an affiliation with any New Firm during the one year period following Closing Date (the “Restricted Period”) shall be require the Seller’s prior written consent, not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not to be unreasonably withheld). If . (b) Purchaser will not solicit any settlement of any Proceeding is consummated with the written consent client of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable Seller (“Seller’s Clients”) for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more product other than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, RPM without the Seller’s prior written consent during the Restricted Period. Purchaser and Seller shall agree in writing upon a list of an Indemnified Person (which consent Seller’s Clients prior to Closing. During the Restricted Period, any New Firm shall be granted prohibited from soliciting the Seller’s Clients for investments in high yield bonds and bank loans, residential mortgage backed securities and asset backed securities and structured products secured by any of the preceding classes of assets unless the New Firm had a pre-existing relationship with such Seller’s Client. (c) Purchaser will not sell, convey, transfer, assign or withheld in deliver or cause to be sold, conveyed, transferred, assigned or delivered any of Purchaser’s right, title or interest in, to and under the Indemnified PartyAcquired Assets, or any of the economics related thereto, to another Person without securing such Person’s sole discretion)written agreement, effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory reasonably acceptable to the Seller, to abide by the terms and provisions of the Transaction Documents, including, without limitation, the obligations under this Article V and Section 6.4 of this Agreement. (d) Seller will not acquire, build or offer an investment product with a strategy substantially similar to that of RPM (i.e., duration management in the U.S. Treasury bond market or similar markets for government debt issued by G-7 countries) nor solicit existing RPM clients for such Indemnified a product during the Restricted Period; provided, however, that Seller shall be permitted to solicit existing RPM clients for investments in other investment products offered by Seller as of the Closing Date . After the Restricted Period, nothing in any Transaction Document shall be construed to prohibit or otherwise limit or restrict the ability of Seller or its Affiliates to engage or participate in (including as an owner, partner, member, shareholder, investor, financing source, manager, adviser, agent or otherwise), or render services for, any Person from all liability on or entity engaged in any asset management of related business. (e) During the claims three months following the Closing Date, Purchaser shall use reasonable efforts to cooperate in Seller’s efforts to introduce other investment products managed or to be managed by Seller to existing RPM clients, including by making introductions of senior personnel of the Seller, provided that are the subject matter of such Proceedings without the payment investment products do not compete with products managed by any Indemnified Person of New Firm. (f) During the twenty-four months following the Closing Date, Seller shall use reasonable efforts to promptly refer any amounts or inquiries regarding the imposition of any non-monetary penalty or obligation and (b) does not include any statement as RPM product to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personthe Purchaser.

Limitations. The Indemnifying Party AOL may sell Ad Products to any individual or ----------- entity other than an entity listed on Exhibit B, which list shall not be liable modified by RS from time to time during the Term to add, subject to AOL's approval, an individual or entity or to remove from the list any individual or entity that ceases to pose a significant problem for RS in obtaining RS Listings Content from others as soon as such individual or entity no longer poses such a problem, provided, however, that, in addition to any settlement other limitations on the sale of such Ad Products set forth elsewhere in this Agreement: (a) AOL shall notify RS in writing of any Proceedings effected without its contract for Ad Products on the RS Properties pursuant to which AOL will receive more than * * in Gross AOL Sales ---------------- Revenue attributable to the Ad Products, and such contract shall be subject to RS' prior written consent (approval, which consent approval shall not be unreasonably withheld). If any settlement RS shall have five (5) days from the receipt of written notice of the contract to grant or deny such approval in writing. Any such contract which RS has not denied in writing within such five (5) day period shall be deemed approved; (b) AOL shall notify RS in writing of any Proceeding is consummated contract for Closing Services Advertisements pursuant to which AOL will receive more than * * per month in ---------------- Gross AOL Sales Revenue attributable to the Closing Services-Advertisements and such contract shall be subject to RS' prior written approval, which approval shall not be unreasonably withheld. RS shall have five (5) days from the receipt of written notice of the contract to grant or deny such approval in writing. Any such contract which RS has not denied in writing within such five (5) day period shall be deemed approved; (c) AOL shall notify RS in writing of any contract for Mortgage Services Advertisements pursuant to which AOL will receive more than * * in Gross AOL ---------------- Sales Revenue attributable to the Mortgage Services Advertisements, or more than * * ---------------- attributable to the Mortgage Services Advertisements in any local geographic area on an AOL Exclusive Site, and such contract shall be subject to RS' prior written approval, which approval shall not be unreasonably withheld. RS shall 2 --------------------- * Confidential treatment has been requested with respect to certain portions of this exhibit. Confidential portions have been omitted from the public filing and have been separately filed with the Securities and Exchange Commission. have five (5) days from the receipt of written consent notice of the Indemnifying Party contract to grant or if there is a Final Order deny such approval in writing. Any such contract which RS has not denied in writing within such five (5) day period shall be deemed approved; (d) AOL may not sell more than twenty-five percent (25%) of the available slots for Advertisements located at any local geographic area on an AOL Exclusive Site to any one advertiser of Mortgage Services; (e) AOL shall not enter into any contract for the plaintiff sale of Ad Products that expires more than * * after ---------------- the expiration of the Exclusive Sales Period (including any contract which would extend beyond such period as the result of a de facto automatic renewal period (e.g., renewal at the advertiser's sole discretion)) without RS' prior written approval. RS shall have ten (10) days from the receipt of written notice of the contract to grant or deny such approval in any writing. Any such Proceedingscontract which RS has not denied in writing within such ten (10) day period shall be deemed approved. In the event that RS approves such Ad Product contract, then AOL shall be paid its commission on such Ad Product contract at the Indemnifying Party agrees same percentages and on the same terms as AOL receives such Ad Product revenues during the second year of the Exclusive Sales Period, provided, however, that RS shall have the right, in its sole discretion, to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of cancel such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if Ad Sales contract at any time an Indemnified Person shall after the third anniversary of the expiration of the Exclusive Sales Period upon 30 days prior written notice, and pay to AOL any sums, and at such times, that AOL would have requested the Indemnifying Party been entitled to reimburse receive such Indemnified Person sums, as if no cancellation, had occurred. AOL agrees to cause any contract for legal or other expenses in connection with investigating, responding Ad Products to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person cancelable in accordance with this Section 1.1.3(e); (f) AOL shall notify RS in writing of any contract for Advertisements, Transactional Inventory or Home Finance Products that would require a change in any portion of the AOL Exclusive Sites other than the Advertisement slots and, if such request contract would require a material change as reasonably determined by RS, such contract shall be subject to RS' prior written approval, which approval shall not be unreasonably withheld. RS shall have ten days from the receipt of written notice of the contract to grant or deny any such approval in writing. Any such contract which RS has not denied in writing within such ten day period shall be deemed approved; and (g) Notwithstanding any other provision of this Agreement, RS shall receive an aggregate total of the first * * Net RS Sales Revenues received ---------------- pursuant to the date contracts in existence as of March 15, 1999 between RS and the entities set forth on Exhibit C. Any additional Net RS Sales Revenues received pursuant to contracts with such entities shall be shared equally between the Parties and shall count toward the Quarterly Commitments set forth in Section 1.6.1. AOL shall have the exclusive right to negotiate any amendments to or renewals of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personcontracts.

Limitations. Subject to the terms and conditions of this Article 10, following the Closing: (a) Purdue shall have an indemnity obligation under this Article 10 only to the extent of (i) breaches of covenants by any of the Purdue Parties prior to the Closing; (ii) breaches of representations and warranties about it (and NewU if it owns NewU); and (iii) its failure (and the failure of NewU if it owns NewU) to execute and deliver any Transaction Document or execute, deliver and perform any Closing Instrument. Subject to the foregoing, the obligations of NewU and its parent under this Article 10 are joint and several except that once the Closing has occurred, only NewU shall have any indemnity obligation with respect to matters described in Sections 10.3(a)(iv) and (v). The Indemnifying Party foregoing shall not in any way limit the indemnity obligations of NewU under this Article 10. (b) The amount of any Loss for which indemnification is provided under this Article 10 shall be liable net of any amounts actually recovered by the Indemnified Person under insurance policies in effect and applicable to such Loss. (c) The indemnities herein are intended solely for the benefit of the Persons expressly identified in this Article 10 (and their permitted successors and assigns) and are in no way intended to, nor shall they, constitute an agreement for the benefit of, or be enforceable by, any other Person. (d) In no case shall Losses include any incidental, consequential, indirect or special losses or damages (including lost profits, lost revenues, and loss of business), whether foreseeable or not, whether occasioned by any failure to perform or the breach of any representation, warranty, covenant, or other obligation under this Agreement for any settlement cause whatsoever. (e) Neither the Contributor Indemnitees nor the Purdue Indemnitees may recover Losses more than once for any specific facts, omissions or circumstances notwithstanding the fact that such facts, omissions or circumstances may constitute the breach of more than one representation or warranty. (f) If Contributor pays any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses amount in connection with investigatinga Third-Party Claim pursuant to Section 10.2(a) (Indemnification by Contributor), responding to including any costs or expenses in defending any Proceedings as contemplated by this Section 8such Third-Party Claim, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if and either: (i) it is subsequently determined that Contributor has no indemnification obligation for such settlement is entered into more than 60 days after receipt by the Indemnifying Third-Party of such request for reimbursement and Claim, or (ii) Contributor was not responsible for any such amount because of application of the Indemnifying Basket, or because such Third-Party shall not have reimbursed Claim constitutes a De Minimis Claim, then the Purdue Parties shall, promptly following Contributor’s written request therefore, reimburse Contributor: (y) in the case of Section 10.4(f)(i), for all such Indemnified Person amounts paid by Contributor in accordance connection with such request prior Third-Party Claim, including any costs or expenses in defending such Third-Party Claim, or (z) in the case of Section 10.4(f)(ii), up to the date amount of the Basket or such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of De Minimis Claim for any amounts paid by Contributor in connection with such Third-Party Claim, including costs or expenses, for which Contributor is not responsible because of the imposition application of any nonthe Basket or because such Third-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or Party Claim is a failure to act by or on behalf of any Indemnified PersonDe Minimis Claim.

Limitations. (a) The Indemnifying Party parties hereto agree that materiality qualifications contained in the representations and warranties in this Agreement ("Qualified Representations") shall only be considered for purposes of determining whether any such representation or warranty has been breached and in the event that a Qualified Representation has been breached, the fact that such representation or warranty was so qualified will not affect the calculation of an Indemnified Party's Damages. (b) Except with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties under this Article IV shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, but subject to the other limitations on liability and procedures contained in this Article IV, the Buyer shall have no right to indemnity from the Company Stockholder under this Article IV unless and until the amount of Buyer's Damages exceed in the aggregate the sum of $125,000, in which event the Company Stockholder shall be liable for all such Buyer Damages, including the first $125,000 of such damages; provided, further, that, except with respect to any settlement Buyer's Damages as a result of a breach of Section 2.2, the Company Stockholder shall be liable for a maximum of $4,500,000 of Buyer's Damages; and, provided further, that the Company Stockholder shall satisfy Buyer's Damages for any Claim made within one year of the Closing Date, first, by forfeiture of the Acquisition Escrow Shares, second by delivering shares of Buyer Common Stock (the "Indemnification Shares") and third by delivery of cash or such other consideration that the Buyer and the Company Stockholder may mutually agree upon. The number of shares of Buyer Common Stock which shall constitute Indemnification Shares shall equal 59,618 and for the purposes of this Article IV, the parties agree that notwithstanding the fair market value of such shares, such shares shall be deemed to have a value of $26.8375 per share. (d) All indemnification by the Company Stockholder hereunder (to the extent not satisfied in the manner specified in the preceding sentence) shall be effected by payment of cash or delivery of a cashier's or certified check in the amount of the indemnification liability. (e) The Company Stockholder shall not have any right of contribution against the Company with respect to any breach by the Company of any Proceedings effected without of its written consent representations, warranties, covenants or agreements. (which consent f) The parties agree that any indemnification payments made pursuant to this Agreement shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order treated for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject tax purposes as an adjustment to the limitations ofAggregate Consideration, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an unless otherwise required by applicable law. (g) Each Indemnified Person Party shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses be obligated in connection with investigatingany claim for indemnification under this Article IV to use all reasonable efforts to mitigate Damages upon and after becoming aware of any event which could reasonably be expected to give rise to such Damages; provided that the amount of any Damages for which indemnification is provided under this Article IV shall be computed net of any insurance proceeds actually received by the Buyer in connection with such Damages. (h) Notwithstanding anything to the contrary contained herein, responding to neither the Company Stockholder nor any Affiliate of Company Stockholder or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party Buyer shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior consequential, punitive or special damages pursuant to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to this Agreement or any admission of faultthe agreements contemplated hereby, culpability except with respect to intentional, willful or a failure to act by or on behalf of any Indemnified Personbad faith breaches hereof.

Limitations. The Indemnifying Party Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Company shall not, without the unanimous consent of the Management Committee, do any of the following: (i) engage in any business or activity other than those set forth in Section 3 or cause or allow the Property Owner LLC or Lansbrook Holdings to engage in any business or activity other than as set forth in its respective Limited Liability Company Agreement; (ii) incur any indebtedness or assume or guaranty any indebtedness of any other entity, other than the first lien mortgage indebtedness incurred by Property Owner in connection with the acquisition of the Property (the "Mortgage" and, together with the other loan documents evidencing and securing such indebtedness, the "Loan Documents"), indebtedness permitted thereunder and normal trade accounts payable in the ordinary course of business and, solely to the extent permitted under, and in accordance with the terms of, the Loan Documents, any existing financing secured by any of the additional units acquired by Lansbrook Acquisitions that Lansbrook Acquisitions takes subject to (but which will expressly not be liable for any settlement assumed) in connection with its acquisition of any Proceedings effected without its written consent additional condominium unit (which consent shall not be unreasonably withheldthe "Existing Unit Debt"). If ; (iii) cause the Property Owner LLC, Lansbrook Holdings or Lansbrook Acquisitions to incur any settlement indebtedness or to assume or guaranty any indebtedness of any Proceeding is consummated other entity, other than, in the case of Property Owner LLC, the Mortgage, in the case of Lansbrook Acquisitions, the Existing Unit Debt as and to the extent permitted under the Loan Documents, other indebtedness permitted under the Loan Documents, and normal trade accounts payable in the ordinary course of business; (iv) dissolve or liquidate, in whole or in part; (v) cause or consent to the dissolution or liquidation, in whole or in part, of Property Owner LLC, Lansbrook Holdings or Lansbrook Acquisitions; provided, however, Lansbrook Holdings and Lansbrook Acquisitions may be dissolved and liquidated once the acquisition and disposition of additional condominium units has been completed; (vi) consolidate or merge with or into any other entity or convey or transfer or lease its property and assets substantially as an entirety to any entity; (vii) cause the Property Owner LLC, Lansbrook Holdings, or Lansbrook Acquisitions to consolidate or merge with or into any other entity or to convey or transfer or lease its property and assets substantially as an entirety to any entity (other than the transfer by Lansbrook Acquisitions of any additional units to Property Owner LLC); (viii) with respect to the Company, the Property Owner LLC, Lansbrook Holdings or Lansbrook Acquisitions, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution or bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company, the Property Owner LLC, Lansbrook Holdings or Lansbrook Acquisitions or a substantial part of property of the Company, the Property Owner LLC, Lansbrook Holdings or Lansbrook Acquisitions, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take company action in furtherance of any such action; amend Sections 3, 9.10 and 9.11 of this Agreement or approve an amendment to Sections 1.01, 1.02, 1.03, 1.04 and 4.01 of the Limited Liability Company Agreement governing the Property Owner LLC, Lansbrook Holdings or Lansbrook Acquisitions; or (ix) withdraw as a member of the Property Owner LLC or Lansbrook Holdings. (x) In addition to the foregoing, so long as any obligation secured by the Mortgage remains outstanding and not discharged in full, the Company shall not, without the written consent of the Indemnifying Party or if there is a Final Order for holder of the plaintiff Mortgage, take any action set forth in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if items (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement through (vii) and items (ix) and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior x). 3. The following new Section 9.11 is added to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.LLC Agreement:

Limitations. The Indemnifying Party (a) Seller shall not be liable for have any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees obligation to indemnify and hold harmless each Indemnified Person the Buyer Indemnitees from and against any and all Losses under Section 11.1(a), other than Losses resulting by reason of any fraud or intentional misrepresentation, until the Buyer Indemnitees have suffered Losses by reason of all such settlement or judgment breaches in accordance withexcess of two percent (2%) of the Purchase Price (after which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses in excess of the first two percent (2%) of the Purchase Price); provided, however, that the foregoing thresholds shall not apply to any indemnification provided by Seller arising out of the representations and subject to the limitations of, the provisions of this Section 8warranties in Sections 5.1 (Good Standing and Authority) and 5.8 (Taxes). Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party Buyer shall not have reimbursed such Indemnified Person in accordance with such request prior any obligation to indemnify the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretionSeller Indemnitees from and against Losses under Section 11.2(a), effect any settlement other than Losses resulting by reason of any pending fraud or threatened Proceedings intentional misrepresentation, until the Seller Indemnitees have suffered Losses by reason of all such breaches in respect excess of two percent (2%) of the Purchase Price (after which indemnity has been sought hereunder point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses in excess of the first two percent (2%) of the Purchase Price); provided, however, that the foregoing thresholds shall not apply to any indemnification provided by such Indemnified Person unless Buyer arising out of the representations and warranties in Sections 6.1 (aGood Standing and Authority) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and 6.3 (Capitalization). (b) does not include From and after the last Closing, the rights of the Indemnified Parties under Sections 11.1-11.3 shall be the exclusive remedy of the Seller Indemnitees and Buyer Indemnitees with respect to any statement as to and all matters arising out of, relating to, or connected with this Agreement, Seller and its assets and liabilities, including, without limitation, the Purchased Assets and the Assumed Liabilities; provided, however, that notwithstanding any admission other provision of faultthis Agreement, culpability or a failure to act by or on behalf nothing herein shall limit any claim of any Indemnified PersonParty for remedies at law or in equity for fraud or intentional misrepresentations.

Limitations. The Indemnifying (a) Subject to Section 10.5(e), if the Closing occurs, Sellers will have liability under this Agreement (other than with respect to any claim based on fraud, or any claim arising from or in connection with or relating to any of the Excluded Liabilities or any breach of any of the Specified Representations, it being agreed that any such claim may be brought at any time prior to the expiration of the applicable statute of limitations), only if on or before the one year anniversary of the Closing Date, a Purchaser Indemnified Person notifies the Seller Representative of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Purchaser Indemnified Person. (b) Subject to Section 10.5(e), if the Closing occurs, Purchaser will have liability under this Agreement (other than with respect to any claim based on fraud, or any claim arising from or in connection with any of the Assumed Liabilities, it being agreed that any such claim may be brought at any time prior to the expiration of the applicable statute of limitations), only if on or before the one year anniversary of the Closing Date, the Seller Representative notifies Purchaser of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by any Seller. (c) All indemnification payments pursuant to this Article 10 shall be paid by the indemnifying party net of any net Tax benefits or insurance benefits that are actually received by the Party indemnified hereunder with respect to the claim in question (taking into account any tax or other consequences arising from the payment of the claim, the receipt of the indemnification payment, or the receipt of any insurance benefits). (d) Notwithstanding anything to the contrary contained in this Article 10, Sellers shall have no obligation to make any payments to any Purchaser Indemnified Person pursuant to Section 10.2 (other than from the escrow account established pursuant to the Closing Date Escrow Agreement) unless and until the escrow account established pursuant to the Closing Date Escrow Agreement shall be exhausted by (i) distributions or payments made under the Closing Date Escrow Agreement, (ii) the amount of claims made by Purchaser under the Closing Date Escrow Agreement pending resolution thereunder, or (iii) any combination of the matters referred to in the preceding clause (i) or (ii). (e) Except for (i) post-closing covenants contained in Section 4.4, Article 9, Article 11 or Article 12 hereof, (ii) obligations pursuant to the Closing Date Escrow Agreement, the Noncompetition Agreements, or the Right of First Refusal Agreements, and (iii) claims based on fraud, in each case as to which the limitations in Sections 10.5(a), 10.5(b), and 10.5(d) shall not be liable apply and as to which the Parties shall have all remedies available to them at law or in equity, if the Closing occurs, the sole and exclusive remedy of the parties hereto for any settlement breach or nonperformance of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions provision of this Section 8. Agreement shall be the indemnification provided by this Article 10. (f) Notwithstanding anything in this Section 8 any other provision contained herein to the contrary, no Purchaser Indemnified Person or Seller shall be entitled to indemnification under Section 10.2(a) or Section 10.3(a) for Damages arising from or in connection with a breach of a representation or warranty if such Indemnified Person had actual knowledge of such breach at any time an Indemnified Person shall have requested on or before the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified PersonClosing.

Limitations. The Indemnifying Party No indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not be liable for apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any settlement breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party representation or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Personwarranty.

Limitations. The Indemnifying Party (a) Seller shall not be liable required to indemnify any Buyer Indemnified Party under Section 8.1 for any settlement breaches of any Proceedings effected without its written consent representations and warranties until the Damages, individually or in the aggregate, incurred by the Buyer Indemnified Parties under Section 8.1 exceed $250,000 (which consent the “Seller De Minimis”); it being agreed and understood that all Damages for breaches of representations and warranties incurred by Buyer shall accumulate until such time or times that such accumulated Damages incurred by the Buyer Indemnified Parties exceed the Seller De Minimis, whereupon the Buyer Indemnified Parties shall be entitled to indemnification from Seller as provided in Section 8.1 for all such Damages incurred by the Buyer Indemnified Parties in excess of the Seller De Minimis. Notwithstanding the foregoing, Seller shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees required to indemnify and hold harmless each the Buyer Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable Parties for any settlement amount of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party Damages in excess of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and $3,800,000. (b) does Buyer shall not include be required to indemnify any statement Seller Indemnified Party under Section 8.2 for breaches of its representations and warranties until the Damages, individually or in the aggregate, incurred by Seller Indemnified Parties under Section 8.2 exceed $250,000 (the “Buyer De Minimis”); it being agreed and understood that all Damages for breaches of representations and warranties incurred by Seller Indemnified Parties shall accumulate until such time or times that such accumulated Damages incurred by Seller Indemnified Parties exceed the Buyer De Minimis, whereupon the Seller Indemnified Parties shall be entitled to indemnification from Buyer as provided in Section 8.2 for all such Damages incurred by the Seller Indemnified Parties in excess of the Buyer De Minimis. Notwithstanding the foregoing, Buyer shall not be required to or indemnify Seller Indemnified Parties for any admission amount of fault, culpability or a failure to act by or on behalf Damages of any Indemnified Personkind in excess of an aggregate amount equal to $3,800,000.

Limitations. The Indemnifying Party Tenant shall not make, or suffer to be liable for made, any settlement of alterations, improvements or additions in, on, about or to the Premises or any Proceedings effected part thereof, without its the prior written consent of Landlord (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is ) and without a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt valid building permit issued by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party appropriate governmental authority; provided, however, Landlord's consent shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (be required for interior nonstructural alterations which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation cost less than Twenty Thousand Dollars ($20,000.00) per work alteration, and (b) cost less than Fifty Thousand Dollars ($50,000.00) for all alterations made in any twelve (12) month period. As a condition to, and concurrently with, the giving of such consent Landlord may require that Tenant agree to remove any such alterations, improvements or additions at the termination of this Lease, and to restore the Premises to their prior condition. Unless Landlord requires that Tenant remove any such alteration, improvement or addition at the time that Landlord provides its consent thereto, any alteration, addition or improvement to the Premises, except movable furniture and trade fixtures not affixed to the Premises, shall become the property of Landlord upon termination of the Lease and shall remain upon and be surrendered with the Premises at the termination of this Lease. Without limiting the generality of the foregoing, all heating, lighting, electrical (including all wiring, conduit, outlets, drops, buss ▇▇▇ts, main and subpanels), air conditioning, partitioning, window coverings, and carpet installations made by Tenant regardless of how affixed to the Premises, together with all other additions, alterations and improvements that have become an integral part of any of the Building, shall be and become the property of the Landlord upon termination of the Lease, and shall not be deemed trade fixtures, and shall remain upon and be surrendered with the Premises at the termination of this Lease. Notwithstanding anything to the contrary in this Section 11.1 or any other provision of this Lease, if Tenant does not include request Landlord's consent to any statement as alteration, addition or improvement to the Premises, Landlord may require Tenant at the expiration of the Lease Term to remove such alteration, addition or improvement from the Premises and repair any admission of fault, culpability or a failure to act damage caused by or on behalf of any Indemnified Personsuch removal.

Limitations. (a) The Indemnifying Party Purchaser shall not be liable entitled to recover under this Article XII for any settlement Losses suffered by it under Section 12.2(a)(i) until the aggregate amount that the Purchaser Indemnitees are entitled to recover in respect of any Proceedings effected without its written consent all such claims exceeds $150,000 (which consent the “Company Threshold”); provided, that upon such time as such Losses exceed the Company Threshold, the Purchaser Indemnitees shall be entitled to recover in respect of all Losses and; provided, further, that the Company Threshold shall not be unreasonably withheldapply with respect to Losses incurred by the Purchaser Indemnitees arising in respect of claims for misrepresentations and breach of warranties relating to Sections 4.1, 4.2, 4.4, 4.18, 4.23, 5.1, 5.2, 5.3 and the first sentence of Section 4.11 ;provided, however, that. (b) The Company and the Stockholders may satisfy any payment obligation arising under this Article XII by transferring to the appropriate Purchaser Indemnitee shares of the Purchaser’s Common Stock received hereunder on the date that such payment becomes due (such date, the “Payment Date”). When payment is made by transferring the Purchaser’s Common Stock, the shares shall be valued at their fair market value on the Payment Date. If the shares are traded on any settlement national exchange or quoted on any Nasdaq market, the shares shall be valued at their closing price on the Payment Date; or if no closing price is reported the average of any Proceeding the closing offering and bid prices on the Payment Date. If the shares are not traded on a national exchange or quoted on a Nasdaq market, the Purchaser and the Company and/or the Stockholders, as the case may be, shall attempt to agree upon a fair market value as of the Determination Date for the shares within 20 days after the payment is consummated due. If such parties are not able to agree upon a value within such 20-day period, each such party (for purposes hereof, with the written consent Company and the Stockholders, to the extent applicable, being one party) shall, within five days after the expiration of the Indemnifying Party 20-day period referred to above, engage an accounting firm or if there is appraiser experienced in valuing shares of private companies (an “Appraiser”), and those two Appraisers shall engage a Final Order for the plaintiff in any such Proceedingsthird Appraiser. The Purchaser, the Indemnifying Party agrees to indemnify Company and hold harmless each Indemnified Person from and against Stockholders shall promptly provide all three Appraisers with any and all Losses by reason of such settlement or judgment in accordance withinformation that they request, and subject the three Appraisers shall attempt to agree in good faith upon a valuation within 60 days after the limitations ofthird Appraiser shall be selected. If the three Appraisers cannot agree upon a valuation, the provisions value shall be the average of this Section 8the individual valuations of the Appraisers. The fees and expenses of each Appraiser appointed by a party hereto shall be borne by the appointing party and the fees and expenses of the third Appraiser appointed shall be shared equally by the parties (for purposes hereof, the Company and the Stockholders shall be one party). Notwithstanding anything to the contrary herein, the liability of the Company pursuant to this Article XII shall not exceed the 24,219 shares of Purchaser’s Common Stock and the liability of the Stockholders pursuant to this Article XII shall not exceed 900,000 shares plus any shares or amounts actually received pursuant to Section 2.1(a)(iv) through 2.1(a)(vii) hereof, so that once the Company or the Stockholders, as the case may be, have transferred such shares and, in the case of the Stockholders, any such amounts, such party will have no further liability hereunder; provided, however, that with respect to claims for misrepresentations and breach of warranties relating to Sections 4.1, 4.2, 4.4, 4.18, 4.23, 5.1, 5.2, 5.3 and the first sentence of Section 4.11, the maximum liability of the Company shall be increased so as to include an amount equal to the Cash Portion. (c) No limitation or condition of liability provided in this Section 8 Article XII shall apply to any misrepresentation or breach of warranty contained herein if such misrepresentation or breach of warranty was made willfully or with intent to deceive. For purposes of calculating the contrary, if at amount of any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses Losses incurred in connection with investigatingany misrepresentation, responding breach of warranty or nonfulfillment of any covenant or agreement, any disclosures made pursuant to or defending any Proceedings as contemplated by this Section 8Sections 7.2, the Indemnifying Party 7.6 and 8.2 shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Persondisregarded.