Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) exceeds an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee shall only be liable for the portion in excess of the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) no Party shall be liable for any consequential damages (including loss of revenue, income or profits, loss in value of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating to the breach of this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. (a) Other than All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to circumstances in which such claim (less the Assigning Parties or the Buying Parties (present value of any premium increases occurring as applicable) is finally adjudicated by a court result of competent jurisdiction to have committed fraud, such claim). Except for any claims for breach of the representations, warranties and covenants of Allied Parent and the Shareholders under Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.17 or 6.5(c) hereof (the indemnification made by any Assignee Indemnified Party pursuant for which shall expire on the expiration of the applicable statute of limitations and if so made, such claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), the right to Section 6.2(amake claims for indemnification provided under this Article VIII shall expire two (2) years following the Closing Date (related to Assigning Parties representations and warranties, generally) or except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The Shareholders and Allied Parent shall not be obligated to pay any amounts for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that under this Article VIII until the aggregate amount of indemnifiable Losses indemnification obligation sought by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) Investors hereunder exceeds an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee 250,000, whereupon Shareholders and Allied Parent shall only be liable for the portion all amounts in excess of $250,000 for which indemnification may be sought; provided, however, that Shareholders and Allied Parent shall not be obligated to pay any amounts for indemnification under Section 8.1(E) until the Deductible up to a maximum aggregate amount indemnification obligation sought by Investors thereunder exceeds $100,000, whereupon Shareholders and Allied Parent shall be liable for all amounts in excess of $500,000 (100,000 for which indemnification may be sought. For purposes of making claims for indemnification under Section 8.1(A), any requirement in any representation or warranty that an event or fact be Material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the “Cap”). The Deductible does foregoing, in no event shall the aggregate liability of Shareholders and Allied Parent to Investors for breach of representations and warranties exceed the sum of $6,500,000; provided, however, that such $6,500,000 limitation shall not apply to the Note or include and shall not limit any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: claims for (i) the Accounts Receivable Adjustment and the Net Worth Adjustment and (ii) breach of the representations and warranties of the Shareholders and Allied Parent under Sections 3.1, 3.2, 3.3, 3.4, 3.6, and 3.17 hereof; provided, further, that in no Assignee Indemnified Party event shall the aggregate liability of Shareholders and no Assignor Indemnified Party shall be entitled Allied Parent to indemnification, to ▇▇▇ for damages Investors or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates Company with respect to any Loss, cause claims described in clauses (i) and (ii) above exceed the sum of action the Purchase Price and the Redemption Price. However nothing in this Article VIII shall limit Investors or other claim to the extent it (A) is primarily a possible Shareholders in exercising or potential Loss, cause of action securing any remedies provided by applicable statutory or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim common law with respect to which such Party the conduct of Shareholders, Allied Parent or any Investors in connection with this Agreement or in the amount of its Affiliates has taken action (damages that it can recover from the other in the event that Investors successfully prove intentional fraud or caused action intentional fraudulent conduct in connection with this Agreement. All Indemnified Costs paid by Shareholders shall be deemed to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation reduction of the Purchase Price; and (iii) no Party shall be liable for any consequential damages (including loss of revenue, income or profits, loss in value of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating Price paid to the breach of this AgreementAllied Parent by Investors hereunder. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made All Indemnifiable Costs sought by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or party hereunder shall be net of any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses insurance proceeds received by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) exceeds an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee shall only be liable for the portion in excess of the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) Person with respect to such matter has been taken into account in claim (less the determination present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the Adjusted Net Working Capital or included in the calculation representations, warranties and covenants of the Purchase Price; and Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) no Party any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any consequential damages requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (including loss i) in no event shall the aggregate liability of revenue, income the Company and Mill▇▇ ▇▇ Buyer or profits, loss in value of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made All Indemnifiable Costs sought by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or party hereunder shall be net of any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses insurance proceeds received by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) exceeds an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee shall only be liable for the portion in excess of the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) Person with respect to such matter has been taken into account in the determination claim. Except for any claims for breach of the Adjusted Net Working Capital representations and warranties of Seller and Shareholder under Sections 3.3 or included in 3.14 hereof (the calculation indemnification for which shall expire on the expiration of the Purchase Price; and applicable statute of limitations except for claims made prior to such date which claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall expire on the second anniversary of the Closing Date (iii) no Party except for claims made prior to such date which shall continue after such date until finally resolved). Seller and Shareholder shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation to which Buyer is entitled hereunder exceeds $150,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. For purposes of Sections 8.1 or 8.5, any consequential damages (including loss requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of revenuesuch representation or warranty shall be ignored. Notwithstanding the foregoing, income in no event shall the aggregate liability of Seller and Shareholder to Buyer exceed the Purchase Price. However nothing in this Article VIII shall limit Buyer or profits, loss Seller and Shareholder in value of assets exercising or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating securing any remedies provided by applicable common law with respect to the breach conduct of Seller and Shareholder or Buyer in connection with this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any Agreement or in the amount of its Losses (including incurring costs to damages that it can recover from the extent necessary to remedy other in the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, that Buyer successfully proves intentional fraud or does, give rise thereto.intentional fraudulent conduct

Limits on Indemnification. (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made All Indemnifiable Costs sought by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or party ------------------------- hereunder shall be net of any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses insurance proceeds received by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) exceeds an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee shall only be liable for the portion in excess of the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) Person with respect to such matter has been taken into account claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations, warranties and covenants of the Company and the Majority Shareholders under Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.14, 3.17 or Article VI -------- --- --- --- --- --- ---- ---- ---------- hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitations or, in the determination case of covenants in Article VI ---------- which have a specific expiration date, as of such date, and if so made, such claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII (other than claims for Excluded Liabilities or ------------ for claims for breaches of covenants) shall expire on the second anniversary of the Adjusted Net Working Capital Closing Date (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The Majority Shareholders shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification ------------ obligation sought by Iconixx or included Buyer hereunder exceeds $60,000, whereupon the Majority Shareholders shall be liable for all amounts for which indemnification may be sought. The Company and the Majority Shareholders shall be jointly and severally liable for all indemnification claims of Iconixx or Buyer, provided, however, that in the calculation absence of fraud by a Majority Shareholder, such Majority Shareholder's aggregate indemnification of Iconixx or Buyer shall be limited to his, her or its proportionate share of the Purchase Price; and (iii) no Party . Neither Iconixx nor the Buyer shall be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation sought by the ------------ Majority Shareholders and the Company hereunder exceeds $60,000, whereupon Iconixx and the Buyer shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of (A) Iconixx or Buyer to the Majority Shareholders and the Company for breach of representations and warranties under Article IV exceed $3,000,000; ---------- and (B) the Majority Shareholders and the Company to Iconixx or Buyer for breach of representations and warranties exceed $13,000,000; provided, however, that such amount under this clause (B) shall be reduced to $6,500,000 for all claims made on or after 60 days after the final completion of the audit of the Buyer's financial statements for the fiscal year ending December 31, 2000. Notwithstanding the foregoing, the indemnity limitations contained in the preceding sentence shall not include and shall not limit any consequential damages claims for the breaching of the representations and warranties of the Company and Majority Shareholders under Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.12 (including loss of revenue, income or profits, loss in value of assets or securitiesto the extent ------------ --- --- --- --- --- ---- such claims relate to OSHA violations), punitive3.14 and 3.17 or any breach of Sections ---- ---- -------- 8.1(B) or (E), speculativeall of which claims together shall not exceed the Purchase Price. ------ --- However nothing in this Article VIII shall limit Iconixx, trebleBuyer, remote, special, incidental the Company or indirect damages, diminution of value, multiples of revenue, profits ------------ the Majority Shareholders in exercising or earnings securing any remedies provided by applicable statutory or loss of business reputation or opportunity relating common law with respect to the breach fraudulent conduct of the Company, Majority Shareholders, Buyer or Iconixx in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Iconixx or the Majority Shareholders successfully prove intentional fraud or intentional fraudulent conduct in connection with this Agreement. Other than as set forth in the preceding sentence, the indemnification provided for in this Section VIII is intended to be the exclusive monetary remedy of Iconixx, ------------ Buyer, the Company or the Majority Shareholders with regard to the Acquisition contemplated by this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. (a) Other than All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, such claim. Except for any claims for breach of the representations, warranties and covenants of the Sellers under Sections 3.1, 3.2, 3.3, 3.6, 3.17 or 6.5(d) hereof (for which indemnification claims must be made by any Assignee Indemnified Party pursuant prior to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) the expiration of the applicable statute of limitations or any extension thereof consented to by the Indemnifying Party and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall expire on the second anniversary of the Closing Date (except for claims made by prior to such date which shall continue after such date until finally resolved). The Sellers shall not be obligated to pay any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that amounts for indemnification until the aggregate amount of indemnifiable Losses indemnification obligation sought by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) Buyer hereunder exceeds an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee 160,000, whereupon Sellers shall only be liable for the portion all amounts for which indemnification may be sought in excess of such amount. Notwithstanding the Deductible up foregoing, in no event shall the aggregate liability of either Seller for indemnification exceed the respective portion of the Purchase Price received by such Seller. However nothing in this Article VIII shall limit Buyer or Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to a maximum aggregate the conduct of Sellers or Buyer in connection with this Agreement or in the amount of $500,000 (damages that it can recover from the “Cap”). The Deductible does not apply to other in the Note event that Buyer successfully proves intentional fraud or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated under intentional fraudulent conduct in connection with this Agreement payable by the Buying Parties to the Assigning PartiesAgreement. (b) Notwithstanding anything the foregoing or any provision contained in this Agreement to the contrary contrary, each Seller shall have sole liability in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnificationrespect of breaches of his respective representations, to ▇▇▇ for damages warranties or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, covenants in respect of such LossSellers and his Shares, cause which liability shall in all respects be several and not joint, and the other Seller shall not have any liability for the breaches of action any representation, warranty or covenant in respect of claimthe other Seller or such other Seller's Shares. (c) For purposes of Sections 8.1 or 8.5, from any third party (including requirement in any representation or warranty that an insurance provider)event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or (D) failed fact to give timely notice constitute a misrepresentation or breach of such Loss, cause of action representation or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a));warranty shall be ignored. (iid) no Indemnified Party All Indemnifiable Costs paid by the Sellers shall be entitled deemed to recover any Loss to the extent that the Loss comprising be a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation reduction of the Purchase Price; and (iii) no Party shall be liable for any consequential damages (including loss of revenue, income or profits, loss in value of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating to the breach of Price paid by Buyer under this Agreement. (ce) Each Party shall takeNotwithstanding anything to the contrary contained in this Article VIII, any party may undertake the defense of any third party claim pursuant to alleged indemnification obligations hereunder with full reservation of rights, and if it shall cause its Affiliates ultimately be determined that the party seeking indemnification is not entitled thereto with respect to takesuch claim, then the party seeking indemnification shall reimburse to the party or parties undertaking such defense, all commercially indemnification payments in respect of such claim made as well as the reasonable steps to mitigate any fees and costs of its Losses (such defense, including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected toreasonable attorneys fees. No indemnification of, or doesreimbursement for, give rise theretothe fees or costs of litigation shall be payable under this Article VIII by any party in connection with a bona fide dispute between such party and any other party regarding any matter arising under this Agreement, the costs and expenses of which shall be borne by the parties hereto in accordance with the terms of Section 10.4.

Limits on Indemnification. (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made All Indemnifiable Costs sought by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) party hereunder shall be net of any insurance proceeds or any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses tax benefits received by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) exceeds an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee shall only be liable for the portion in excess of the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) Person with respect to such matter has been taken into account in claim (less the determination present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the Adjusted Net Working Capital or included in the calculation representations, warranties and covenants of the Purchase Price; and Sellers under Sections 3.1, 3.2, 3.3, 3.6, 3.14, 3.17 or Article VI hereof (iii) no Party for which indemnification claims must be made prior to the expiration of the applicable statute of limitations or the expiration date set forth in such Sections and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall expire on the second anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $50,000, whereupon the Sellers shall be liable for all amounts for which indemnification may be sought in excess of such $50,000 deductible; provided, however, that any consequential damages (including loss Indemnifiable Costs resulting from a breach by the Sellers of revenueany of her obligations under Section 5.6 hereof, income or profits, loss in value of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating shall not be subject to the breach limitations set forth in this sentence, but shall be reimbursable by the Sellers to the Indemnified Parties on a dollar-for-dollar basis. Buyer shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation sought by the Sellers hereunder exceeds $50,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of the Sellers to Buyer or Buyer to the Sellers exceed the Purchase Price except for claims with respect to ownership or rights to ownership of the Company's capital stock. However nothing in this Article VIII shall limit Buyer or the Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Sellers or Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Sellers shall be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made All Indemnifiable Costs sought by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or party hereunder shall be net of any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses insurance proceeds received by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) exceeds an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee shall only be liable for the portion in excess of the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) Person with respect to such matter has been taken into account in claim (less the determination present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the Adjusted Net Working Capital or included in the calculation representations, warranties and covenants of the Purchase Price; and Sellers under Sections 3.1, 3.2, 3.3, 3.6, 3.14, 3.17 or 6.5(d) hereof (iiifor which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII (other than indemnification required pursuant to Section 8.1(E) no Party above) until the aggregate indemnification obligation sought by Buyer hereunder exceeds $25,000, whereupon the Sellers shall be liable for all amounts for which indemnification may be sought; provided, however, that any consequential damages (including loss Indemnifiable Costs resulting from a breach by the Sellers of revenueany of his obligations under Section 5.6 or Section 6.5 hereof, income or profits, loss in value of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating shall not be subject to the limitations set forth in this sentence, but shall be reimbursable by the Sellers to the Indemnified Parties on a dollar-for-dollar basis. Buyer shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation sought by the Sellers hereunder exceeds $25,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of Section 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of the Sellers to Buyer or Buyer to the Sellers exceed the Purchase Price. However nothing in this Article VIII shall limit Buyer or the Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Sellers or Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Sellers shall be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. (a) Other than with respect All representations and warranties in this Agreement shall survive Closing for a period of two years following the Closing Date; provided, however, that the Seller's representations and warranties set forth in Section 2.4 as to circumstances Seller's "good and marketable title to the Acquired Assets" shall survive in which the Assigning Parties perpetuity. No claim or the Buying Parties (as applicable) is finally adjudicated by a court action for breach of competent jurisdiction to have committed fraud, any claims for indemnification made representation or warranty shall be asserted or maintained by any Assignee Indemnified Party party hereto after the expiration thereof pursuant to Section 6.2(a) the preceding sentence except for claims made in writing prior to such expiration or actions (related to Assigning Parties representations and warrantieswhether instituted before or after such expiration). If such written notice is given, generally) or any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) exceeds an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee shall only be liable survival period for the portion in excess of applicable representation or warranty shall continue until the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Partiesclaim is fully resolved. (b) Notwithstanding anything to Each party agrees that the contrary remedies set forth in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party Section 8, together with the remedies set forth in the Ancillary Agreements, shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) the sole and exclusive remedies which such party shall have from and after the Closing Date against the Assignor other party or any of its Affiliates with respect directors, officers, employees, Affiliates, agent or stockholders; provided, however, that no party hereto shall be deemed to have waived any Lossrights, cause claims, causes of action or other claim remedies if and to the extent it (A) is primarily a possible or potential Losssuch rights, cause claims causes of action or claim that such Party believes remedies may not be asserted rather than an actual Loss, cause waived under applicable law or fraud is proven on the part of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred a party by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third another party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) no Party shall be liable for any consequential damages (including loss of revenue, income or profits, loss in value of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating to the breach of this Agreementhereto. (c) Each Party No party shall take, and shall cause its Affiliates be entitled to take, all commercially reasonable steps to mitigate indemnification under this Agreement or any of its Losses the Ancillary Agreements for consequential or incidental damages. (including incurring costs d) The obligation of the Seller to indemnify the extent necessary Purchaser pursuant to this Section 8 shall not exceed the Purchase Price. (e) The right to indemnification or other remedy based on the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably representations, warranties, covenants and agreements herein will not be expected affected by an investigation conducted with respect to, or doesany knowledge acquired (or capable of being acquired) at any time, give rise theretowhether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, will not affect the right to indemnification or other remedy based on such representations, warranties, covenants and agreements.

Limits on Indemnification. (a) Other than All Adverse Consequences for which ------------------------- indemnification is sought by any Party hereunder shall be net of any insurance proceeds received by such Party with respect to circumstances in which such claim (less the Assigning Parties or the Buying Parties (present value of any premium increases occurring as applicable) is finally adjudicated by a court result of competent jurisdiction to have committed fraud, such claim). Except for any claims for breach of the representations, warranties and covenants of the Together Parties other than the Company and N.W.S.T. under Sections 4.8, 4.19, ------------ ---- and 4.21 hereof (for which indemnification claims must be made by any Assignee Indemnified Party prior to the ---- expiration of the applicable statute of limitations plus sixty (60) days and if so made, such claims shall continue after such date until finally resolved and made) and Sections 3.5 and 4.2 hereof (pursuant to Section 6.2(a) (related which the right to Assigning Parties representations and warranties, generally) or any make ------------ --- claims for indemnification under this Article IX shall survive the Closing Date ---------- indefinitely), the right to make claims for indemnification provided under this Article IX shall expire on the first anniversary of the Closing Date (except for ---------- claims made prior to such date which shall continue after such date until finally resolved). The Together Parties other than the Company and N.W.S.T. shall not be obligated to pay any amounts for indemnification under this Article ------- IX until the aggregate Adverse Consequences for which indemnification sought by any Assignor -- the Acquirer Indemnified Party pursuant to Section 6.3(a) (Party/Parties related to Buying Parties representations the Acquirer hereunder exceeds $50,000, whereupon SWIFT and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) exceeds an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall only be liable for the portion all amounts for which indemnification may be sought in excess of the Deductible $50,000 of such Adverse Consequences up to a maximum aggregate amount of indemnification equal to the Transfer Consideration; provided, however, that notwithstanding the foregoing, such $500,000 (the “Cap”). The Deductible does 50,000 indemnity obligation threshold shall not apply to the Note or any Make-Whole Paymentspenalties, vendor revenue sharing paymentsdamages, ticket sales royalties, festival performance payments fines or other payments by costs associated with the Buying Parties Company's and N.W.S.T.'s failure to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party file their 1996 and no Assignor Indemnified Party 1997 federal and state tax returns on time and Acquirer shall be entitled to indemnificationa full indemnity for such penalties, damages, fines or other costs. The Acquirer shall not be obligated to ▇▇▇ pay any amounts for damages or to assert any other right or remedy indemnification under this Agreement (whether under this ARTICLE VI or otherwise) against Article IX until the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred aggregate ---------- indemnification obligation sought by such Party or one of its Affiliatesother Together Parties hereunder exceeds $50,000, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate whereupon the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) no Party Acquirer shall be liable for all amounts for which indemnification may be sought in excess of $50,000 of such Adverse Consequences. For purposes of Section 9.1 or Section 9.5, any consequential damages (including loss requirement in any ----------- ----------- representation or warranty that an event or fact be Material or have a Material adverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of revenuesuch representation or warranty shall be ignored. Notwithstanding the foregoing, income or profits, loss in value no event shall the aggregate liability of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating any individual Together Party to the breach Acquirer or the Acquirer to any of the Together Parties exceed the Transfer Consideration received by such Together Party; provided, however, that the aggregate liability of ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be equivalent to the Transfer Consideration received by SWIFT However, nothing in this Article IX shall limit the Acquirer or such other Together Parties in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the other in connection with this Agreement or in the amount of damages that it can recover from the other in the event that a Party successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. The amount of all Adverse Consequences for which indemnification is received from the Foundation and/or SWIFT shall be deemed to be a reduction of the Transfer Consideration paid by Acquirer under this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. (a) Other than All Adverse Consequence sought by any ------------------------- Party hereunder shall be net of any insurance proceeds received by such Party with respect to circumstances in which such claim (less the Assigning Parties or the Buying Parties (present value of any premium increases occurring as applicable) is finally adjudicated by a court result of competent jurisdiction to have committed fraud, such claim). Except for any claims for breach of the representations, warranties and covenants of the Transferors under Sections 4.8, ------------ 4.19, and 4.21 hereof (for which indemnification claims must be made by any Assignee Indemnified Party prior to ---- ---- the expiration of the applicable statute of limitations plus sixty (60) days and if so made, such claims shall continue after such date until finally resolved and made) and Sections 3.5 and 4.2 hereof (pursuant to Section 6.2(a) (related which the right to Assigning Parties representations and warranties, generally) or any make ------------ --- claims for indemnification under this Article IX shall survive the Closing Date ---------- indefinitely), the right to make claims for indemnification provided under this Article IX shall expire on the first anniversary of the Closing Date (except for ---------- claims made by prior to such date which shall continue after such date until finally resolved). The Transferor shall not be obligated to pay any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that amounts for indemnification under this Article IX until the aggregate amount of indemnifiable Losses indemnification ---------- obligation sought by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) the Acquirer hereunder exceeds an amount equal to $25,000 with 75,000, whereupon the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee Transferors shall only be liable for the portion all amounts for which indemnification may be sought in excess of the Deductible $75,000 up to a maximum aggregate amount of $500,000 (indemnification by Transferors equal to the “Cap”)Transfer Consideration. The Deductible does Acquirer shall not apply be obligated to pay any amounts for indemnification under this Article IX until the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments aggregate ---------- indemnification obligation sought by the Buying Parties to Transferors hereunder exceeds $75,000, whereupon the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) no Party Acquirer shall be liable for any consequential damages (including loss all amounts for which indemnification may be sought in excess of revenue, income or profits, loss in value of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating $75,000 up to a maximum indemnification by Acquirer equal to the Stock Portion of the Transfer Consideration. For purposes of Section 9.1 or 9.5, any requirement in any representation or warranty that an ----------- --- event or fact be Material or have a Material adverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of any individual Transferor to the Acquirer or the Acquirer to the Transferors exceed the Transfer Consideration received by such Transferor. However nothing in this Article IX shall limit the Acquirer or the Transferors in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Transferors or the Acquirer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that the Acquirer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. The amount of all Adverse Consequences paid by the Transferors shall be deemed to be a reduction of the Transfer Consideration paid by Acquirer under this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made All Indemnifiable Costs sought by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or party ------------------------- hereunder shall be net of any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses insurance proceeds received by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) exceeds an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee shall only be liable for the portion in excess of the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) Person with respect to such matter has been taken into account in claim (less the determination present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the Adjusted Net Working Capital or included in the calculation representations, warranties and covenants of the Purchase Price; and Sellers under Sections 3.1,3.2, ---------------- 3.3, 3.1 4, 3.17 or 6.5 hereof (iii) no Party for which indemnification claims must be made ---------------- --- prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall expire on ------------ the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder ------------ exceeds $25,000, whereupon the Sellers shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of the Sellers to Global and Buyer hereunder exceed the Purchase Price. Global and Buyer shall not be obligated to pay any consequential damages (including loss of revenueamounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $25,000, income whereupon Global and Buyer shall be liable for all amounts for which indemnification may be sought. However nothing in this Article VIII shall limit Global and Buyer or profits, loss the Sellers in value of assets exercising or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating ------------ securing any remedies provided by applicable common law with respect to the breach conduct of the Sellers or Global and Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global and Buyer or the Sellers successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. (a) Other than All Indemnifiable Costs sought by ------------------------- any party hereunder shall be net of any insurance proceeds received by such Person with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, such claim. Except for any claims for indemnification made by any Assignee Indemnified Party pursuant breach of the representations, warranties and covenants of the Company, Invisions Group and the Stockholders under Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.12 (with respect to Section 6.2(a) (related to Assigning Parties representations ------------ --- --- --- --- ---- Environmental and warrantiesOSHA Obligations only), generally3.17, Article VI, 8.1(B) or 8.1(C) ---- ---------- ------ ------ hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitations or, in the case of covenants in Article VI ---------- which have a specific expiration date, as of such date, and if so made, such claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), the right of any party to make claims for indemnification provided under this Article VIII shall expire on June 30, 2001 ------------ (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). Empyrean Holdings shall not be obligated to pay any amounts for indemnification made under this Article ------- VIII until the aggregate indemnification obligation sought by any Assignor Indemnified Party pursuant Stockholders ---- hereunder exceeds $100,000, whereupon Empyrean Holdings shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Empyrean Holdings to Section 6.3(a) (related to Buying Parties Stockholders for breach of representations and warrantieswarranties exceed $3,650,000. The Stockholders shall not be obligated to pay any amounts for indemnification under this Article ------- VIII until the aggregate indemnification obligation sought by Empyrean Holdings ---- hereunder exceeds $100,000, generallywhereupon Stockholders shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Stockholders to Empyrean Holdings for breach of representations and warranties exceed $3,650,000; provided, however, that the aggregate liability of Stockholders to Empyrean Holdings or Empyrean Holdings to Stockholders for claims for (A) will be paid only the breaching of the representations and warranties of the Stockholders under Sections 3.1, 3.2, 3.3, ------------ --- --- 3.4, 3.12 (to the extent such claims are for Environmental and OSHA Obligations) --- ---- and 3.17, or (B) any breach of Sections 8.1(B) or (C), or (C) any claim with ---- --------------- --- respect to the fraudulent conduct of Stockholders or Empyrean Holdings with respect to this Agreement in the event that Empyrean Holdings or Stockholders successfully prove intentional fraud or intentional fraudulent conduct in connection with this Agreement, shall not exceed the aggregate amount of indemnifiable Losses by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) exceeds Purchase Price. In no event shall any non-Majority Stockholder's liability for any individual indemnification claim exceed an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee shall only be liable for the portion in excess product of the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect amount of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); indemnification claim and (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation Stockholder's pro rata share of the Purchase Price; and (iii) no Party shall be liable for any consequential damages (including loss of revenue, income or profits, loss in value of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating Price paid to the breach Stockholders. The indemnification provided for in this Article VIII is intended to be the exclusive monetary remedy of Empyrean ------------ Holdings or Stockholders with regard to the Acquisition contemplated by this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. (a) Other than All Indemnifiable Costs sought by any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to circumstances in which such claim (less the Assigning Parties or the Buying Parties (present value of any premium increases occurring as applicable) is finally adjudicated by a court result of competent jurisdiction to have committed fraud, such claim). Except for any claims for breach of the representations, warranties and covenants of the Sellers under Sections 3.1, ------------- 3.2, 3.3, 3.14, 3.17 or 6.5 hereof (for which indemnification claims must be -------------------- --- made by prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall ------------ expire 18 months after the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Sellers shall not be obligated to pay any Assignee Indemnified Party pursuant amounts for indemnification under this Article ------- VIII until the aggregate indemnification obligation hereunder exceeds $75,000, ---- whereupon the Sellers shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of the Sellers to Section 6.2(a) Global hereunder exceed $12,000,000 (related to Assigning Parties representations and warranties, generally) or except for any claims for breach of the representations, warranties and covenants of the Sellers under Sections 3.1, 3.2 or 3.3 which shall be limited to the Purchase Price). Global shall not be obligated to pay any amounts for indemnification made by any Assignor Indemnified Party pursuant under this Article VIII until the aggregate indemnification obligation hereunder ------------ exceeds $75,000, whereupon Global shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of the Global to Section 6.3(a) (related to Buying Parties representations Sellers for joint and warrantiesseveral claims hereunder exceed $12,000,000, generally) will be paid only except to the extent that the Earned Payout Amount is validly earned hereunder and is not otherwise paid by Global to the Sellers, in which case the sum of the Earned Payout Amount plus $12,000,000 shall be the maximum aggregate amount liability of indemnifiable Losses by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) exceeds an amount equal Global to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties Sellers. However nothing in this Article VIII shall limit Global or the Buying Parties Sellers in exercising or Assignee shall only be liable for the portion in excess of the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or securing any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments ------------ remedies provided by the Buying Parties to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates applicable common law with respect to any Loss, cause the conduct of action the Sellers or other claim to Global in connection with this Agreement or in the extent amount of damages that it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, can recover from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of event that Global or the Adjusted Net Working Capital Sellers successfully proves gross negligence, intentional fraud or included intentional fraudulent conduct in the calculation of the Purchase Price; and (iii) no Party shall be liable for any consequential damages (including loss of revenue, income or profits, loss in value of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating to the breach of connection with this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. (a) Other than All Indemnifiable Costs sought by ------------------------------ any party hereunder shall be net of any insurance proceeds received by such Person with respect to circumstances in which such claim (less the Assigning Parties or the Buying Parties (present value of any premium increases occurring as applicable) is finally adjudicated by a court result of competent jurisdiction to have committed fraud, such claim). Except for any claims for breach of the representations, warranties and covenants of the Sellers under Sections 3.1, 3.2, 3.3, 3.14, 3.17, 3.26 or 6.5 hereof (for which ---------------------------------------- --- indemnification claims must be made by any Assignee Indemnified Party pursuant prior to Section 6.2(a) (related the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), the right to Assigning Parties representations and warranties, generally) or any make claims for indemnification provided under this Article VIII shall expire on the third anniversary of the ------------ Closing Date (except for claims made by prior to such date which shall continue after such date until finally resolved). The Sellers shall not be obligated to pay any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that amounts for indemnification under this Article VIII until the aggregate amount of indemnifiable Losses by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) ------------ indemnification obligation hereunder exceeds an amount equal to $25,000 with 10,413, whereupon the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee Sellers shall only be liable for the portion all amounts in excess of $10,413 for which indemnification may be sought. Notwithstanding the Deductible up to a maximum aggregate foregoing, such $10,413 amount of $500,000 (in the “Cap”). The Deductible does not apply to the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party preceding sentence shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, reduced to the extent the other Party was actually prejudiced thereby (Working Capital as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to reflected on the extent that Closing Balance Sheet is less than the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account Working Capital in the determination Preliminary Closing Balance Sheet. Notwithstanding the foregoing, in no event shall the aggregate liability of the Adjusted Net Working Capital or included in the calculation of Sellers to Global and Buyer hereunder exceed the Purchase Price; and (iii) no Party . Global and Buyer shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate ------------ indemnification obligation hereunder exceeds $25,000, whereupon Global and Buyer shall be liable for any consequential damages (including loss all amounts in excess of revenue$25,000 for which indemnification may be sought. Notwithstanding the foregoing, income or profits, loss in value no event shall the aggregate liability of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating Global and Buyer to the breach Sellers hereunder exceed the Purchase Price. However nothing in this Article VIII shall limit Global and Buyer or the ------------ Sellers in exercising or securing any remedies provided by applicable common law with respect to the conduct of the Sellers or Global and Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global and Buyer or the Sellers successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. (a) Other than All Adverse Consequence sought by any ------------------------- Party hereunder shall be net of any insurance proceeds received by, or made available to, such Party with respect to circumstances in which such claim (less the Assigning Parties or the Buying Parties (present value of any premium increases occurring as applicable) is finally adjudicated by a court result of competent jurisdiction to have committed fraud, such claim). Except for any claims for indemnification made by any Assignee Indemnified Party breach of the representations, warranties and covenants of the Transferors under Sections 3.5 and 4.2 hereof (pursuant to Section 6.2(a) (related which the right to Assigning Parties representations and warranties, generally) or any ------------ --- make claims for indemnification under this Article IX shall survive the Closing ---------- Date indefinitely), the right to make claims for indemnification provided under this Article IX shall expire on the first anniversary of the Closing Date ---------- (except for claims made by prior to such date which shall continue after such date until finally resolved). The Transferor shall not be obligated to pay any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that amounts for indemnification under this Article IX until the aggregate amount of indemnifiable Losses ---------- indemnification obligation sought by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) the Acquirer hereunder exceeds an amount equal to $25,000 with 150,000, whereupon the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee Transferors shall only be liable for all amounts for which indemnification may be sought back to the portion in excess of the Deductible first dollar up to a maximum aggregate amount of $500,000 (indemnification by Transferors equal to the “Cap”)Escrow Sum. The Deductible does Acquirer shall not apply be obligated to pay any amounts for indemnification under this Article IX until ---------- the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments aggregate indemnification obligation sought by the Buying Parties to Transferors hereunder exceeds $150,000, whereupon the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) no Party Acquirer shall be liable for any consequential damages (including loss of revenue, income or profits, loss in value of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating all amounts for which indemnification may be sought back to the first dollar. For purposes of Section 9.1 or 9.5, any requirement in any representation or ----------- --- warranty that an event or fact be Material or have a Material adverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of the Acquirer to the Transferors exceed the Transfer Consideration received by such Transferor. However nothing in this Article IX shall limit the Acquirer or the Transferors in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Transferors or the Acquirer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that the Acquirer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. The amount of all Adverse Consequences paid by the Transferors shall be deemed to be a reduction of the Transfer Consideration paid by Acquirer under this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made All Indemnifiable Costs sought by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or party ------------------------- hereunder shall be net of any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses insurance proceeds received by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) exceeds an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee shall only be liable for the portion in excess of the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) Person with respect to such matter has been taken into account in claim (less the determination present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the Adjusted Net Working Capital or included in the calculation representations, warranties and covenants of the Purchase Price; and Sellers under Sections 3.1, ------------- 3.2, 3.3, 3.17, 3.26 or 6.5 hereof (iii) no Party for which indemnification claims must be -------------------- --- made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall ------------ expire on April 1, 2001 (except for claims made prior to such date which shall continue after such date until finally resolved). The Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification ------------ obligation hereunder exceeds $25,000, whereupon the Sellers shall be liable for any consequential damages (including loss all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of revenue, income or profits, loss in value of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating the Sellers to the breach Buyer and Global hereunder exceed the $10,000,000. Global shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate ------------ indemnification obligation hereunder exceeds $25,000, whereupon the Buyer and Global shall be liable for all amounts for which indemnification may be sought. However nothing in this Article VIII shall limit the Buyer, Global or the ------------ Sellers in exercising or securing any remedies provided by applicable common law with respect to the conduct of the Sellers, on the one hand, and the Buyer or Global, on the other, in connection with this Agreement or in the amount of damages that either such party can recover from the other party in the event that the Sellers, on the one hand, or the Buyer or Global, on the other, successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. (a) Other than All Adverse Consequences sought by any ------------------------- Party hereunder shall be net of any insurance proceeds received by such Party with respect to circumstances in which such claim (less the Assigning Parties or the Buying Parties (present value of any premium increases occurring as applicable) is finally adjudicated by a court result of competent jurisdiction to have committed fraud, such claim). Except for any claims for breach of the representations, warranties and covenants of the Transferors under Sections 4.8, ------------ 4.19, and 4.21 hereof (for which indemnification claims must be made by any Assignee Indemnified Party prior to ---- ---- the expiration of the applicable statute of limitations plus sixty (60) days and if so made, such claims shall continue after such date until finally resolved and made) and Sections 3.5 and 4.2 hereof (pursuant to Section 6.2(a) (related which the right to Assigning Parties representations and warranties, generally) or any make ------------ --- claims for indemnification under this Article IX shall survive the Closing Date ---------- indefinitely), the right to make claims for indemnification provided under this Article IX shall expire on the first anniversary of the Closing Date (except for ---------- claims made by prior to such date which shall continue after such date until finally resolved). The Transferor shall not be obligated to pay any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that amounts for indemnification under this Article IX until the aggregate amount of indemnifiable Losses indemnification ---------- obligation sought by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) the Acquirer hereunder exceeds an amount equal to $25,000 with 25,000, whereupon the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee Transferors shall only be liable for all amounts for which indemnification may be sought back to the portion in excess of the Deductible first dollar up to a maximum aggregate amount of $500,000 (indemnification by Transferors equal to the “Cap”)Transfer Consideration. The Deductible does Acquirer shall not apply be obligated to pay any amounts for indemnification under this Article IX until the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments aggregate ---------- indemnification obligation sought by the Buying Parties to Transferors hereunder exceeds $25,000, whereupon the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) no Party Acquirer shall be liable for any consequential damages (including loss of revenue, income or profits, loss in value of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating all amounts for which indemnification may be sought back to the first dollar. For purposes of Section 9.1 or 9.5, any requirement in any representation or warranty that an ----------- --- event or fact be Material or have a Material adverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of any individual Transferor to the Acquirer or the Acquirer to the Transferors exceed the Transfer Consideration received by such Transferor. However, nothing in this Article IX shall limit the Acquirer or the Transferors in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Transferors or the Acquirer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that the Acquirer, USI or Transferors successfully prove intentional fraud or intentional fraudulent conduct in connection with this Agreement. The amount of all Adverse Consequences paid by the Transferors shall be deemed to be a reduction of the Transfer Consideration paid by Acquirer under this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. (a) Other than All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to circumstances in which such claim (less the Assigning Parties or the Buying Parties (present value of any premium increases occurring as applicable) is finally adjudicated by a court result of competent jurisdiction to have committed fraud, such claim). Except for any claims for breach of the representations, warranties and covenants of the Seller under Sections 3.1, 3.2, 3.3, 3.14, 3.17 or 6.5 hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved) and except for claims for breach of any covenant of this Agreement that by any Assignee Indemnified Party pursuant its terms expires after the second anniversary hereof, the right to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or any make claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) exceeds an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee shall only be liable for the portion in excess of the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated provided under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages Article VIII or to assert any other right claim arising under or remedy under in connection with this Agreement (whether under this ARTICLE VI including, without limitation, any claim for breach of any warranty, representation, or otherwisecovenant) against shall expire on the Assignor or second anniversary of the Closing Date (except for claims reasonably specified in writing prior to such date which shall continue after such date until finally resolved). Notwithstanding the foregoing, the right of Buyer to make any of its Affiliates claim for damages with respect to outstanding Company Options shall survive indefinitely and shall not expire. The Seller and Shareholders shall not be obligated to pay any Lossamounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds the Indemnification Basket Amount, cause of action or other claim to whereupon the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) no Party Seller and Shareholders shall be liable for any consequential damages (including loss all amounts in excess of revenuethe Indemnification Basket Amount for which indemnification may be sought; provided, income or profitshowever, loss in value of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating to that the breach of this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, Indemnification Basket Amount will be reduced by $50,000 for all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.claims for which