Common use of Indemnification by Buyer Clause in Contracts

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant agrees to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse indemnify and hold harmless the Company, and each of its directors and officers who signed a Seller Indemnified Party Registration Statement, and each Person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, solely with respect to information provided by Buyer referred to in the proviso to this Section 4.2, against any loss, liability, claim, damage, action, cost, judgment and expense whatsoever resulting from and against any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or Prospectus pursuant to which the entirety Registrable Securities of Buyer were registered (or any Losses suffered by amendment thereof or supplement thereto) or any omission or alleged omission of a Seller Indemnified Party material fact required to be stated therein or necessary to make the statements therein (in connection with such breachthe case of a Prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that (i) Buyer the indemnity provided pursuant to this Section 4.2 shall only have apply with respect to any obligation to indemnifyloss, defendliability, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations claim, damage, action, cost judgment or warranties expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in good faith reliance upon and in conformity with written information furnished to the Seller Indemnified Party has suffered Losses Company by reason Buyer expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto), to the extent incorporated therein. Notwithstanding the provisions of such breach this Section 4.2, Buyer and any permitted assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any amount in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses the total net proceeds (including the Threshold Amountafter deducting underwriting fees, commissions or discounts and other offering expenses) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made actually received by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to or such permitted assignee, as the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties case may be, from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application sales of the Threshold Amount Registrable Securities of Buyer under the Registration Statement or Cap AmountProspectus, as applicable, that is the subject of the indemnification claim.

Indemnification by Buyer. In (a) Buyer hereby agrees (subject to the event that Buyer breaches any terms of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant this Article XI) to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse defend and hold harmless a Seller and its Affiliates, equityholders, officers, directors, managers, members, employees and Representatives (collectively, the “Seller Indemnified Party from Persons” and against the entirety of any Losses suffered by a Seller together with Buyer Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii)Persons, the full amount of such Losses (including the Threshold Amount“Indemnified Persons”) shall be indemnifiable)for, and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due imposed upon or incurred by Seller Indemnified Persons, or any of them, to the extent arising out of or resulting from any and all of the following (whether or not arising out of any Third Party Claims): (i) any inaccuracy as of the Assumed LiabilitiesClosing Date in, or any breach of, any representation or warranty contained in Article V of this Agreement; (ii) breaches of covenants or agreements (other than representations and warranties)any breach by Buyer of, or any failure by Buyer to perform or comply with, any covenant or agreement contained in this Agreement; and (iii) matters constituting fraud or intentional misrepresentation, all without (A) any application of the Threshold Amount Assumed Liabilities (including as a result of a failure for them to be satisfied when due) and (B) any Liabilities under the Site Development and Incentive Agreement as a result of the failure to obtain a consent to transfer. For the avoidance of doubt, the Parties acknowledge and agree that (x) the assumption by Buyer of the Assumed Liabilities and any Liabilities under the Site Development and Incentive Agreement as a result of the failure to obtain a consent to transfer shall not negate or Cap Amountdiminish Buyer’s (or, if applicable, a Buyer Indemnified Person’s) indemnification rights set forth in Section 11.2 of this Agreement and (y) Section 11.3(a)(iii)(B) does not modify Section 2.3(b).

Indemnification by Buyer. In (a) From and after the event that Buyer breaches any of its representationsClosing ------------------------ Date, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless Seller, its Affiliates, each of their respective directors, officers, employees and agents, and each of the Seller heirs, executors, successors and assigns of any of the foregoing (collectively, the "Raytheon Indemnified Parties Parties") from and against any and all Losses due to Covered Liabilities incurred by or asserted against any of the Raytheon Indemnified Parties in connection with or arising from any Assumed Liability or arising out of or in connection with (i) any of the Assumed LiabilitiesAcquired Assets after the Closing Date, including any liability based on negligence, gross negligence, strict liability or any other theory of liability, whether in law (whether common or statutory) or equity or (ii) breaches any breach of covenants any representation, warranty, covenant or agreements agreement of Buyer contained herein; provided. however, that Buyer shall not be required to indemnify the. Raytheon Indemnified Parties with respect to any claim made for indemnification under clause (other than representations ii) of this Section 10.3 unless and warranties)until the aggregate amount of all claims against Buyer under clause (ii) of this Section 10.3 exceeds Two Hundred Thousand Dollars ($200,000) and then only to the extent such aggregate amount exceeds such amount, and provided further, that in no event shall Seller be required to pay or otherwise be liable for an amount in excess of One Million Dollars ($1,000,000) with respect to claims made under clause (ii) of this Section 10.2; and provided further, however, that the deductible contained in the preceding provision shall not apply to (x) the obligations of Buyer to pay to Seller the Purchase Price pursuant to Section 2.3 or (iiiy) matters constituting fraud any fees or intentional misrepresentation, all without any application expenses incurred by Seller in connection with the enforcement of the Threshold Amount or Cap Amountobligations of Buyer to pay the Purchase Price to Seller.

Indemnification by Buyer. In the event that (a) Effective as of Closing, Buyer breaches any hereby defends, releases, indemnifies and holds harmless each Seller and all of its representationsAffiliates, warrantiesand all of their respective members, covenants shareholders, partners, officers, directors, employees, agents, representatives, subsidiaries, successors and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that assigns (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii)collectively, the full amount of such Losses (including the Threshold Amount“Seller Indemnitees”) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due Liabilities (whether or not relating to Third Party claims or incurred in the investigation or defense of any of the same or in asserting, presenting or enforcing any of their respective rights hereunder) caused by, arising from, attributable to or alleged to be caused by, arising from or attributable to (i) the Assumed LiabilitiesObligations, (ii) breaches the breach by Buyer of any of its representations or warranties contained in Section 6.02 of this Agreement or in any certificate furnished by or on behalf of Buyer in connection with this Agreement, (iii) the breach by Buyer of its covenants or agreements contained in this Agreement, provided that Buyer has no obligation to indemnify any Seller Indemnitee for any Liability for which Sellers are obligated to indemnify the Buyer Indemnitees pursuant to Section 12.03 and (other than representations and warranties), or (iiiiv) matters constituting fraud or intentional misrepresentation, all without any application incorporation of the Threshold Amount Financial Statements (and the information reflected therein) into the SEC Documents (except to the extent of any material misstatement therein or Cap Amountmaterial omission therefrom attributable to any Seller or Controlled Affiliate of a Seller). Notwithstanding anything to the contrary above, no Specified Affiliate of any Seller shall be entitled to indemnification for the matters described in item (i) above, and no agent or representative of any Seller (including any auditor) will be entitled to indemnification for the matters described in item (iv) above.

Indemnification by Buyer. In Buyer agrees that from and after the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer Closing Date it shall indemnify, defend, reimburse defend and hold harmless a Seller, each of Seller’s Subsidiaries, and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the “Seller Indemnified Party from Parties”) from, against and against the entirety in respect of any Losses claims, damages, losses, charges, Liabilities, actions, suits, proceedings, judgments, settlements, assessments, interest, penalties, and reasonable costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) actually incurred or suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to arising out of or resulting from, (i) any breach of any representation or warranty made by Buyer in Article V of this Agreement (including as if such representations and warranties were made as of the Effective Time (except for such representations and warranties that are made as of a specific date)) for the period such representation or warranty survives, (ii) except to the extent that the Buyer Indemnified Parties are entitled to be indemnified in respect thereof (without giving effect to the limitations contained in Section 8.1 or 8.3(b)), any of the Assumed Liabilities, (iiiii) breaches any breach of covenants a covenant or agreements agreement of Buyer or any of its Affiliates contained in this Agreement and (other than representations and warrantiesiv) except to the extent that the Buyer Indemnified Parties are entitled to be indemnified in respect thereof (without giving effect to the limitations contained in Section 8.1 or 8.3(b)), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap AmountLiabilities that Buyer has expressly agreed to assume pursuant to this Agreement.

Indemnification by Buyer. In Upon the event that Buyer breaches any of its representations, warranties, covenants terms and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii)conditions hereof, Buyer agrees, from and after the full amount of such Losses (including the Threshold Amount) shall be indemnifiable)Closing, and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties Seller, its officers, directors, stockholders and their respective lenders, employees, agents, Affiliates, lessees, successors and permitted assigns from and against any and all Losses due to incurred by any of them after the Closing Date in connection with or arising from: (i) the Assumed Liabilities, any breach by Buyer of any of its covenants or obligations in this Agreement or in any Buyer Ancillary Agreement; (ii) breaches any breach of covenants any warranty or agreements the inaccuracy of any representation of Buyer contained in this Agreement or in any Buyer Ancillary Agreement; (iii) any Assumed Liability; or (iv) any assertion against Seller of any liability of Buyer or any Party to which Buyer transfers or assigns any of the Assets (a “Buyer Transferee”) accruing after the Closing Date or arising out of the operation of the Assets or the business of Buyer or a Buyer Transferee after the Closing Date (other than representations to the extent relating to the Excluded Liabilities, and warrantiesexcept to the extent the Buyer may have a claim against Seller under this Agreement). Except with respect to claims based on fraud, from and after the Closing the indemnification provided in this Section 11.2 shall be the sole and exclusive remedy for any inaccuracy or (iii) matters constituting fraud breach of any representation or intentional misrepresentation, all without warranty made by Buyer in this Agreement or in any application Buyer Ancillary Agreement. Seller and its Affiliates shall not be entitled to recover any Losses to the extent of insurance proceeds received by Seller or its Affiliates in connection with the Threshold Amount or Cap Amountfacts giving rise to such indemnification claim.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller and its Affiliates, and its and their respective officers and employees (collectively, “Seller Indemnified Parties Parties”), from and against any and all Losses due to losses, liabilities, damages, costs (including, without limitation, court costs) and expenses (including, without limitation, reasonable attorneys’ fees and reasonable fees of expert consultants and witnesses) (individually, a “Loss” and collectively, the “Losses”) that such Seller Indemnified Party incurs as a result of (i) any misrepresentation or breach of warranty by Buyer under this Agreement, (ii) any breach by Buyer of, or any failure by Buyer to perform, any covenant or agreement of, or required to be performed by Buyer under this Agreement, unless waived by Seller at Closing, (iii) any of the Assumed Liabilities, (iiiv) breaches any claim made by a third party with respect to the operation of covenants the Hospital Facilities on or agreements (other than representations following the Closing Date including without limitation, any claim that Buyer or its Affiliates violated applicable laws or billed for services improperly, and warranties)any claim associated with Buyer’s use of the Hospital Forms, or (iiiv) matters constituting any claim by a government authority under the Medicare or Medicaid laws governing the operation of the Hospital Facilities by Buyer or any Affiliate of Buyer made against any Seller Indemnified Party resulting from our arising out of the transfer to Buyer of, or Buyer’s use of, Seller’s Medicare or Medicaid provider numbers and any related authorizations, if such assets are included in the Purchased Assets pursuant to Section 1.1. No representation or warranty by Buyer herein contained shall survive Closing except through and pursuant to operation of this Section 11.1 and, except with respect to any Loss to the extent, but only to the extent, resulting from Buyer’s fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap AmountSeller’s remedies for monetary damages in respect thereof after Closing shall be limited to indemnification provided by Buyer pursuant to this Article 11.

Indemnification by Buyer. In Buyer agrees to indemnify and hold harmless each Seller Indemnified Person from and against any damages, losses, liabilities and expenses ("DAMAGES") actually suffered by such Seller Indemnified Person in connection with any action, suit or proceeding asserted against such Seller Indemnified Person by a third party, and shall reimburse each Seller Indemnified Person for all reasonable expenses as they are incurred in investigating, preparing, pursuing, or defending any such action, suit or proceeding, in each case arising out of or in connection with Services rendered or to be rendered by any Seller Indemnified Person pursuant to this Agreement (including, for the event that Buyer breaches avoidance of doubt, any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer action or inaction taken pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then 4.07); PROVIDED that Buyer shall indemnify, defend, reimburse and hold harmless a not be responsible for any Damages of any Seller Indemnified Party Person to the extent resulting from and against the entirety such Seller Indemnified Person's gross negligence, bad faith, willful misconduct, violation of applicable Law (other than any Losses suffered such violation of Law arising from any action or inaction taken by a Seller Indemnified Party Person pursuant to Section 4.07 or in accordance with the established policies, procedures and interpretations thereof in effect as of the Closing Date) or material breach of its obligations under this Agreement (other than for breaches of any obligation contained in Article 2), in each case in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject Services, actions or inactions referred to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amountabove.

Indemnification by Buyer. In Buyer agrees that from and after the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer Closing Date it shall indemnify, defend, reimburse defend and hold harmless a Seller, each of its Subsidiaries, and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the “Seller Indemnified Party from Parties”) from, against and against the entirety in respect of any Losses claims, damages, losses, charges, Liabilities, actions, suits, proceedings, judgments, settlements, assessments, Taxes, interest, penalties, and reasonable costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) actually incurred or suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to arising out of or resulting from, (i) any breach of any representation or warranty made by Buyer in Article V of this Agreement (including as if such representations and warranties were made as of the Closing (except for such representations and warranties that are made as of a specific date)) for the period such representation or warranty survives, (ii) except to the extent that the Buyer Indemnified Parties are entitled to be indemnified in respect thereof (without giving effect to the limitations contained in Section 8.1 or 8.3(b)), any of the Assumed Liabilities, (iiiii) breaches any breach of covenants a covenant or agreements agreement of Buyer or any of its Affiliates contained in this Agreement and (other than representations and warrantiesiv) except to the extent that the Buyer Indemnified Parties are entitled to be indemnified in respect thereof (without giving effect to the limitations contained in Section 8.1 or 8.3(b)), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap AmountLiabilities that Buyer has expressly agreed to assume pursuant to this Agreement.

Indemnification by Buyer. In From and after the event that Buyer breaches any of its representationsClosing, warrantiessubject to the other terms and limitations in this Agreement, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse reimburse, and hold harmless Seller, its Affiliates, and its and their directors, officers, partners, employees, consultants, agents, representatives, advisors, successors, and assigns (individually a "Seller Indemnified Party from and against Party" or collectively, the entirety of any Losses suffered by a "Seller Indemnified Party in connection with such breach; provided, however, that (iParties") Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to asserted against or incurred by any of the Seller Indemnified Parties (i) the Assumed Liabilitiesfor any breach of Buyer's representations or warranties made in this Agreement, (ii) breaches for any breach of the covenants or agreements (other than representations obligations of Buyer and warranties)its Affiliates under this Agreement, or (iii) matters constituting fraud that relate to or intentional misrepresentation, all without any application arise out of the Threshold Amount businesses of SWP or Cap Amountany Subsidiary or the development, construction, ownership, operation, or maintenance of the Development Project or that otherwise relate to or arise out of SWP or any Subsidiary (whether relating to periods of time prior to or after the Closing Date) or to the extent such Losses are not properly asserted by Buyer (or any Buyer Indemnified Party) under the provisions of Section 6.6 or Section 11.1 (subject to the limitations in this Agreement) by the date specified in Section 11.5. Buyer acknowledges that the Losses described in clause (iii) of the preceding sentence shall be retained by and transferred with SWP or any Subsidiary and shall continue to be the responsibility of SWP or any Subsidiary and Buyer. In the event and to the extent that any such Losses incurred by the Seller Indemnified Parties are adjudicated to be attributable to contributory negligence, concurrent liability or fault of the Seller Indemnified Parties', Buyer shall remain liable to indemnify the Seller Indemnified Parties for all such Losses that are not so attributable.

Indemnification by Buyer. In addition to the event that Buyer breaches any indemnification set forth in Sections 2.02(g)(ii), 6.03(e), 7.01(b), 8.01(d) and 8.01(k), effective as of its representationsthe Principal Closing, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse indemnify and hold harmless a Seller Indemnified Party and its Affiliates and its and their respective directors, officers, employees, agents and representatives (collectively, the “Seller Indemnitees”) against and from any and against all Damages which any Seller Indemnitee may incur or suffer to the entirety extent such Damages arise out of or result from (a) the breach of any Losses suffered representation or warranty made by a Seller Indemnified Party Buyer in connection with such breach; providedthis Agreement (provided that, howeverfor the sole purpose of determining Damages under this Article X (and not, that (i) Buyer shall only have for the avoidance of doubt, for the purpose of determining whether or not any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach breaches of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (iihave occurred), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under in this Section 8.3 to any and all Seller Indemnified Parties Agreement shall not exceed an amount equal be deemed to be qualified as to materiality), (b) the Cap Amount. breach of any covenant or agreement made by Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against in this Agreement or (c) any and all Losses due to (i) of the Assumed Liabilities. Notwithstanding that a claim for Damages may fall into multiple categories of this Section 10.03, (ii) breaches a Seller Indemnitee may recover such Damages one time only. Seller shall take, and shall cause the other Seller Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of covenants or agreements (other than representations and warranties)any event that would reasonably be expected to, or (iii) matters constituting fraud or intentional misrepresentationdoes, all without any application of the Threshold Amount or Cap Amountgive rise thereto.

Indemnification by Buyer. In From and after the event that Buyer breaches any of its representationsEffective Time, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse defend and hold harmless a Seller Indemnified Party from Seller, its Affiliates and against the entirety each of any Losses suffered by a Seller Indemnified Party in connection with such breach; providedtheir respective officers, howeverdirectors, that (i) Buyer shall only have any obligation to indemnifyemployees, defendshareholders, reimburse agents and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties Representatives from and against any and all Losses due suffered or incurred by any such indemnified party, net of any Tax benefits actually realized in the year of the related indemnity payment or earlier, calculated on a with and without basis, attributable to the incurrence or payment of the incurred Losses, to the extent incurred in connection with, arising out of, resulting from or incident to (ia) any breach or inaccuracy of any representation or warranty of Buyer made in or pursuant to this Agreement, (b) any breach of any covenant or agreement of Buyer made in or pursuant to this Agreement, (c) the Assumed Included Liabilities, (iid) breaches of covenants or agreements all Liabilities with respect to Taxes relating to the Business, the Included Assets and the Included Liabilities (other than representations and warranties)Excluded Taxes) for Post-Closing Tax Periods, or (iiie) matters constituting fraud any fees, expenses or intentional misrepresentationother payments incurred or owed by Buyer or its Affiliates to any agent, broker, investment banker or other firm or Person retained or employed by it in connection with the transactions contemplated by this Agreement; provided, however, that Buyer shall not have any Liability under clause (a) above unless the aggregate of all without any application Losses relating thereto for which Buyer would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to the Higher Basket, and then only to the extent that the aggregate of all such Losses relating thereto exceeds the Threshold Amount or Cap AmountHigher Basket; provided further, that Buyer’s aggregate liability under clause (a) above shall in no event exceed the Cap.

Indemnification by Buyer. In Subject to the event that terms of this Article VIII, from and after the Closing, Buyer breaches shall indemnify Seller and its Affiliates and their respective officers, directors, employees, stockholders, Affiliates, agents and representatives, and each of the heirs, executors, successors and assigns of any of its representationsthe foregoing (collectively, warranties, covenants the “Seller Indemnified Parties”) and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse defend and hold them harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due incurred or suffered by a Seller Indemnified Party resulting from, arising out of or related to (ia) any breach or inaccuracy of any representation or warranty made by Buyer in this Agreement (it being agreed that for purposes of determining any such breach or inaccuracy such representations and warranties are deemed made as of the date of this Agreement and as of the Closing Date (except for such representations and warranties that are made as of a specific date which shall speak only as of such date)), to the extent that a Seller Indemnified Party provides written notice of such breach or inaccuracy (which notice shall describe the applicable breach or inaccuracy in reasonable detail and indicate the estimated amount, if known or quantifiable, of Losses that have been or may be sustained by the applicable Seller Indemnified Party in connection therewith) to Buyer prior to the applicable Survival Date (or at any time permitted by law, in the case of the Fundamental Representations), (b) any breach of any covenant or agreement of Buyer contained in this Agreement to which it is a party or (c) any Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount.

Indemnification by Buyer. In Buyer shall indemnify Stockholder and HRSI and its agents, partners, representatives, successors and assigns (collectively, the event that “HRSI Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such Parties as and when incurred for any Losses which any such HRSI Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach by the Buyer breaches of any representation or warranty made by the Buyer in this Agreement or any of its representationsthe Schedules attached hereto, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against or in any of the certificates or other instruments or documents furnished by the Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breachthis Agreement; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to Agreement or any and all Seller Indemnified Parties of the Schedules attached hereto; provided that other than the Buyer Fundamental Representations, Buyer shall not exceed have any liability under clause (i) above for a breach of any of its representations described in Section 7.1(b) or unless the aggregate of all Losses relating thereto for which Buyer would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to the Cap Amount. Threshold and then Buyer will indemnify shall be liable for all of the Losses including the amount of the Threshold; and hold harmless the Seller Indemnified Parties from and against any and all Losses due to provided, further that Buyer’s aggregate liability under clause (i) above shall in no event exceed the Assumed Liabilities, (ii) breaches of covenants or agreements (Cap other than representations and warrantiesthese described in Sections 7.1(b). Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement (including this Section 7.2(b)) shall limit or (iii) matters constituting restrict any of the Stockholder Parties’ right to maintain or recover any amounts in connection with any action or claim based upon a breach of any Buyer Fundamental Representations, fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount.

Indemnification by Buyer. In From and after the event that Closing Date, Buyer breaches shall indemnify and hold harmless Seller, its Affiliates and each of their respective employees, directors, agents and representatives (collectively, the “Seller Indemnified Parties”), on an after-tax basis, from and against any and all Loss and Litigation Expense which they, or any of them, may suffer or incur as a result of or arising from any of the following: (a) any misrepresentation or breach of warranty, (b) the failure of Buyer to perform any of its representations, warranties, covenants and or agreements contained herein andin this Agreement, provided that Seller makes a written claim for indemnification against (c) the failure by Buyer pursuant to Section 11.7 regarding a factsatisfy any liability or obligation which is an Assumed Liability, event or circumstance occurring within (d) the applicable survival period specified in Section 8.1, then failure of Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against or its Affiliates to pay any other costs or expenses which are the entirety responsibility of any Losses suffered by a Seller Indemnified Party in connection with such breachBuyer; provided, however, that (i) Buyer shall only have any obligation not be required to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties pursuant to Section 9.3(a) with respect to any Loss and Litigation Expense incurred by the Seller Indemnified Parties until the amount of Loss and Litigation Expense suffered by the Seller Indemnified Parties related to each individual Claim exceeds the Minimum Claim Amount; provided, further, however, that the aggregate amount that Buyer shall be required to indemnify and hold harmless the Seller Indemnified Parties pursuant to Section 9.3(a) with respect to all Loss and Litigation Expense incurred by all Seller Indemnified Parties shall not exceed the Cap; provided further, however, that the Cap shall not apply with respect to any Loss and Litigation Expense resulting from and against a breach of any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants Buyer Fundamental Representation or agreements (other than representations and warranties), or (iii) matters constituting from fraud or intentional misrepresentation, all without misrepresentation of Buyer and the Minimum Claim Amount shall not apply with respect to any application Loss and Litigation Expense resulting from fraud or intentional misrepresentation of the Threshold Amount or Cap AmountBuyer.

Indemnification by Buyer. In After the event that Closing, Buyer breaches any of its representationsshall assume, warrantiesbe responsible for, covenants shall pay on a current basis, and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defendsave, reimburse hold harmless, discharge and hold harmless a release Seller, all of its Affiliates, its and their successors and permitted assigns, and all of their respective stockholders, trustees, directors, officers, employees, agents and representatives (collectively, “Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (iParties”) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due Damages incurred arising from, based upon, related to or associated with (ia) the Acquired Assets (for Damages accruing at or after the Closing Date) and the Assumed Liabilities; (b) the breach of, or failure to perform or satisfy any of the representations, warranties and covenants of Buyer set forth in this Agreement including the Ancillary Documents to which Buyer is a party, (iic) breaches Buyer’s use of covenants or agreements the Marks; and (other than representations and warranties), or (iiid) matters constituting any fraud or intentional misrepresentationwillful misconduct of Buyer in connection with this Agreement, all without including the Ancillary Documents to which Buyer is a party. Notwithstanding anything to the contrary in the foregoing, the right of any application Seller Indemnified Party to assert or otherwise claim indemnification under this Section 9.3 shall irrevocably expire and terminate for each respective Contract on the first day of the Threshold Amount sixth (6th) month after such Contract is fully performed or Cap Amountproperly terminated in accordance with its terms; provided that the foregoing termination of Buyer's indemnity obligations shall not affect any claims asserted by any Seller Indemnified Party before such date.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants hereby agrees to indemnify and agreements contained herein and, provided that defend Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller and each of Seller’s members, managers, affiliates, directors, officers, shareholders, employees and agents and successors and assigns (collectively, the “Seller Indemnified Party Persons”) against any and all (a) claims, actions or suits which may be made or instituted against Seller, or losses, liabilities, damages or expenses (including reasonable legal fees and expenses) suffered or incurred by Seller, to the extent arising from and against the entirety any breach of any Losses representation, warranty or covenant of Buyer contained in this Agreement; and (b) losses, liabilities, claims, damages or expenses (including reasonable legal fees and expenses) suffered or incurred by a Seller Indemnified Party in connection with such breachto the extent arising from Buyer’s conduct of the Business or use of the Assets after the Closing; provided, however, that (i) Buyer shall only have any obligation not be liable hereunder to indemnify, defend, reimburse and hold harmless any the extent that such liability is the result of a material breach by Seller of Seller’s obligations under this Agreement or a Seller Indemnified Party Person’s gross negligence, fraud or willful misconduct. In addition, Buyer hereby agrees to indemnify Seller and the Seller Indemnified Persons from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii)all liability for reasonable legal, the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), accounting and (ii) the maximum amount of all indemnification payments with respect to representations other fees and warranties made by Buyer under this Section 8.3 expenses directly attributable to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amountsuch indemnification.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (ia) Buyer shall only have any obligation and its successors and permitted assigns hereby agree to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the each Seller Indemnified Parties from and against any and in respect of all Losses due to Breach Damages that arise out of or relate to, whether directly or indirectly: (iA) the Assumed Liabilities, (ii) breaches breach of any representation or warranty made by Buyer contained in this Agreement or any breach or non-performance by Buyer of any of its covenants or agreements contained in this Agreement (other than representations excluding the duty to pay the Contingent Consideration if it becomes due and warrantiespayable); (B) any Assumed Liability; (C) any third party claim relating to, or (iii) matters constituting fraud or intentional misrepresentationarising out of, all without any application the operation of the Threshold Amount Acquired Business or Cap Amountthe Purchased Assets after the Closing; and (D) all claims or damages resulting from [*]. Notwithstanding the foregoing, Buyer shall not be obligated to indemnify any Seller under subsection (A) unless and until the aggregate of all Breach Damages under subsection (A) above exceeds $50,000 (and in no event shall such indemnification exceed $2,000,000 in the aggregate, when aggregated with any Breach Damages under (A) through (D) above). The parties acknowledge that the indemnification by Buyer of Sellers pursuant to this Section 10.03 shall not be the sole and exclusive remedy for nonpayment of the Contingent Consideration if it becomes due and payable, and Sellers shall have all remedies available to them at law and at equity with respect to any such nonpayment.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse indemnify and hold harmless a Seller and its officers, directors, agents, attorneys and employees, and each Person, if any, who controls or may control Seller within the meaning of the Securities Act (hereinafter “Seller Indemnified Party Persons”) from and against the entirety and in respect of any Losses suffered Damages incurred sustained thereby as a result of (i) any inaccuracy or breach of, or any claim by a third party alleging facts that, if true, would mean that Buyer has breached, any representation or warranty of Buyer contained herein or under any other agreement executed and delivered by the parties in furtherance of the transactions described herein, (ii) a breach by Buyer of its obligation to pay the Purchase Price to Seller Indemnified Party in connection accordance with such breachSection 2.2 and the terms and conditions of the Junior Subordinated Note; or (iii) a breach by Buyer of any other covenant or other agreement contained herein or under any other agreement executed and delivered by the parties in furtherance of the transactions described herein; provided, however, that (i) the aggregate indemnification obligation for Damages resulting from breaches of representations and warranties of Buyer shall only have any obligation to indemnifynot exceed the total Purchase Price, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach except in the case of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii) of this Section 8.1(c), in which case the full amount of such Losses (including Damages may exceed the Threshold Amount) shall be indemnifiable), and (ii) total Purchase Price by the maximum amount of all indemnification payments with respect to representations any reasonable and warranties made documented expenses incurred by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from in enforcing this Agreement (including without limitation legal fees and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warrantiesexpenses), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount.

Indemnification by Buyer. In Subject to the event limits set forth in this Section 8.1, Buyer agrees to indemnify, defend and hold Seller, its affiliates and its and their agents and representatives (the "Seller Indemnified Persons") harmless from and in respect of any and all Losses that they may incur arising (A) out of or due to any inaccuracy of any representation or the breach of any warranty, covenant, undertaking or other agreement of Buyer breaches or Hanover contained in this Agreement; (B) as a result of the conduct of the Compression Services Business or of any Transferred Subsidiary after the Closing Date; (C) under any guarantees, standby letters of credit or other forms of credit support provided by Seller or any of its representationsaffiliates to third parties in respect of obligations of the Compression Services Business or of any Transferred Subsidiary and (D) out of or due to the Assumed Liabilities. Anything to the contrary contained herein notwithstanding, (X) none of Seller Indemnified Persons shall be entitled to recover from Buyer or any of its affiliates for any claims for indemnity or damages with respect to any inaccuracy or breach of any representations or warranties, covenants unless and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer until the total of all such claims in respect of Losses pursuant to this Section 11.7 regarding a fact, event or circumstance occurring within 8.1(b) exceeds $1,000,000 (the applicable survival period specified in Section 8.1, "Seller Deductible") and then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against only for the entirety of any Losses suffered amount by a Seller Indemnified Party in connection with which such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of claims exceed such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable)amount, and (iiY) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed be entitled to recover more than an amount equal to fifty percent (50%) of the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against Purchase Price for any and all Losses due to (i) the Assumed Liabilities, (ii) inaccuracies or breaches of covenants representations or agreements (other than representations and warranties)warranties hereof, or (iii) matters constituting fraud or intentional misrepresentation, all without any application it being understood that no such limit shall apply in the case of the Threshold Amount or Cap Amountfraud.

Indemnification by Buyer. In After the event that Buyer breaches any of its representations, warranties, covenants Closing and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant subject to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified limitations set forth in Section 8.19.4, then Buyer shall indemnify, defend, reimburse defend and save and hold harmless a Seller and each of its Representatives (collectively, the “Seller Indemnified Party Parties” and, together with Buyer Indemnified Parties, the “Indemnified Parties”) harmless from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless which any Seller Indemnified Party from and against Losses arising from a breach of representations may sustain or warranties to the extent the which any Seller Indemnified Party has suffered Losses by reason may be subjected arising out of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due or relating to (i) the Assumed Liabilitiesany inaccuracy, misrepresentation or breach of any representation or warranty made by Buyer in this Agreement, any Ancillary Document or any certificate delivered hereunder, (ii) breaches any failure by Buyer to duly perform or observe any term, provision, covenant, agreement or condition in this Agreement to be performed at or prior to the Closing, (iii) any failure by Buyer or the Company to duly perform or observe any term, provision, covenant, agreement or condition in this Agreement on the part of covenants Buyer or agreements (other than representations and warranties)the Company to be performed after the Closing, or (iiiiv) matters constituting fraud the current, former or intentional misrepresentationfuture business, all without any application assets, Liabilities, operations or other activities of the Threshold Amount Company or Cap Amountany of its Subsidiaries, whether arising prior to, at or after the Closing, including any Liability reflected on the Financial Statements (except to the extent related to the Repayment Indebtedness), except for Losses for which Seller has agreed to indemnify Buyer pursuant to this Agreement or the Ancillary Documents, including Section 9.2.

Indemnification by Buyer. In Buyer hereby agrees that from and after the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer Closing it shall indemnify, defend, reimburse defend and hold harmless a Seller, its Affiliates, and their respective directors, officers, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the "SELLER INDEMNIFIED PARTIES" and, collectively with the Buyer Indemnified Parties, the "INDEMNIFIED PARTIES") from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of Seller Indemnified Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to, arising out of or resulting from, (i) any breach of any representation or warranty made by Buyer contained in this Agreement for the period such representation or warranty survives, PROVIDED that for purposes of this Section 7.4 any qualifications as to materiality or Buyer Material Adverse Effect included in such representation or warranty shall be disregarded for purposes of determining whether such representation or warranty was breached; PROVIDED, HOWEVER, that no Seller Indemnified Party from and against shall be entitled to indemnification hereunder if, on the entirety date of this Agreement, Seller had Knowledge of the claimed breach of any Losses suffered by a representation or warranty with respect to which such Seller Indemnified Party in connection with such breachis seeking indemnification hereunder; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount any breach of all indemnification payments with respect to representations and warranties made by a covenant or agreement of Buyer under contained in this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), Agreement; or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap AmountAssumed Liabilities and any Liabilities of the Transferred Subsidiaries that are not Retained Liabilities.

Indemnification by Buyer. In (a) Subject to the event that limitations of Section 11.03(b) hereof, each Buyer breaches agrees, jointly and severally, to indemnify Seller and the Seller Entities, and their respective officers, directors, employees, agents and stockholders (collectively, the “Seller Indemnified Parties”) and hold them harmless against any Losses which any of its representationsthe Seller Indemnified Parties may suffer, warrantiessustain or become subject to as a result of (i) any misrepresentation (whether or not intentional) in any of the representations and warranties of Buyer contained in this Agreement or any exhibits, covenants and agreements contained herein andschedules, provided that Seller makes a written claim for indemnification against certificates or other documents delivered or to be delivered by or on behalf of Buyer pursuant to Section 11.7 regarding a factthe terms of this Agreement or otherwise referenced or incorporated in this Agreement, event other than the Ancillary Agreements (collectively, the “Buyer Related Documents”), (ii) any breach of, or circumstance occurring within failure to perform, any agreement of Buyer contained in this Agreement or the applicable survival period specified Buyer Related Documents, or (iii) except as otherwise expressly provided herein or in Section 8.1the Ancillary Agreements, then Buyer shall indemnifyany and all obligations, defendliabilities, reimburse actions, suits, claims and hold harmless a Seller Indemnified Party from and against other proceedings which arise directly or indirectly out of the entirety operation of any Losses suffered by a Seller Indemnified Party the Business or use of the Assets after the Closing, including, without limitation, discharging in connection with such breachfull the Assumed Liabilities; provided, however, that Buyer shall not have any liability under clauses (i) Buyer shall only have or (ii) above for any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations a representation, warranty or warranties to agreement in this Agreement or the extent the Buyer Related Documents if Seller Indemnified Party has suffered Losses by reason had Knowledge of such breach in excess at the time of the Threshold Amount (it being understood that subject to the following clause (ii)Closing, the full amount of such and no Seller Losses (including the Threshold Amount) related thereto shall be indemnifiable), and (ii) aggregated for purposes of determining whether the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to Deductible Amount has been exceeded or the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (iAmount has been met under Section 11.03(b) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amounthereof.

Indemnification by Buyer. In Upon the event that terms and subject to the conditions set forth in this Section and Section 4.4, Buyer breaches agrees to indemnify, defend and hold Seller and its employees, agents, directors and officers harmless against, and will reimburse Seller on demand for any Damages made or incurred by or asserted against Seller or its employees, agents, directors and officers at any time after the Closing Date in respect of its representations(i) any omission, warrantiesmisrepresentation, covenants and agreements breach of warranty, or nonfulfillment of any term, provision, covenant or agreement on the part of Buyer contained herein andin this Agreement, provided that or from any misrepresentation in, or omission from, any certificate or other instrument furnished or to be furnished to Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a factthis Agreement, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that Seller shall not have any claim for any Damages or deficiency related to the nonfulfillment of any term, provision, covenant or agreement on the part of Buyer until and unless, (iA) Seller shall first give Buyer written notice setting forth in detail the nonfulfillment of Buyer, and (B) Buyer shall only have fails to cure such nonfulfillment within ten (10) calendar days of receipt of such notice from Seller; (ii) any and all claims which are asserted or made against Seller arising from Buyer's operation of the Business and use of the Assets after the Closing Date; (iii) any and all claims which are asserted or made against Seller arising out of or related to Buyer's use of Seller's name and logo as contemplated by Section 4.6.5 herein; and (iv) any and all claims which are asserted or made against Seller arising from any obligation assumed by Buyer. Notwithstanding anything above to indemnifythe contrary, defend, reimburse Buyer shall not be liable under Section 4.3(i) unless the aggregate amount of Damages exceeds $250,000 and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties then only to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess up to a maximum of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount$500,000.

Indemnification by Buyer. In Subject to the event terms and conditions of this Article 8, Buyer and the Surviving Company, jointly and severally, shall indemnify, defend and hold harmless the Shareholders and each of their respective successors, assigns, heirs, executors and personal representatives (collectively, the "Shareholder Indemnified Parties") from and against, and reimburse any Shareholder Indemnified Party for, any and all Losses that any Shareholder Indemnified Party may at any time suffer or incur or become subject to resulting from or arising out of (a) any inaccuracy in any representation or warranty made by Buyer breaches in this Agreement, (b) any failure by Buyer to perform any of its representations, warranties, covenants and or agreements contained herein andin this Agreement, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified (c) except as set forth in Section 8.1, then any Third Person Claim related to the operation of the Surviving Company, or (d) any direct or indirect Tax liability, obligation or Loss incurred by the Shareholders relating solely to a change by any Taxing Authority to the allocation of any asset type set forth on Schedule 1.4. Any amounts payable to the Shareholder's under this Section 8.2(d) shall be "grossed up" to reflect the amount of any additional federal income tax, liability, obligation or loss incurred by the Shareholders. For purposes of Section 8.2(a), in determining whether there has been a breach of a representation or warranty made by Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against in this Agreement or in determining the entirety amount of any Losses suffered by a Seller Indemnified Party in connection with such breach; providedtherewith, however, that (i) each representation and warranty of Buyer shall only be deemed to have been made without any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses "materiality" qualification (including the Threshold Amount"material," "in all material respects," "Material Adverse Effect" or other formulations) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants contained in such representation or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amountwarranty.

Indemnification by Buyer. In (a) Subject to the event that Buyer breaches any other terms and conditions of its representationsthis Article VIII, warrantiesfrom and after the Closing, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse defend and hold harmless a Seller, its Affiliates and their respective successors and assigns and the respective Representatives of each of the foregoing (the “Seller Indemnified Party Persons”) from and against any and all Losses of every kind, nature or description asserted against, or sustained, incurred, suffered or accrued directly or indirectly by, such Seller Indemnified Person that arise out of, relate to or result from or as a consequence of any of the entirety following: (i) the breach or inaccuracy of any representation or warranty of Buyer contained in this Agreement, any Related Agreement or any exhibit or certificate delivered hereunder, provided, that for purposes of determining the amount of any Loss resulting therefrom, such representations and warranties shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material”, “Business Material Adverse Effect” or any similar limitations or qualifications); (ii) the breach or non-fulfillment of, or non-compliance with, any agreement, obligation or covenant of Buyer or any of their respective Affiliates contained in this Agreement or in any Related Agreement; (iii) any Assumed Liability; or (iv) operation of the Business after the Closing. 8.4 Limitations on Indemnification by Seller and Seller Parent. Subject to the provisions of Section 8.9: (a) no indemnification shall be payable to a Buyer Indemnified Person as a result of any Losses suffered arising under Section 8.2(a)(i) until the aggregate amount of all Losses incurred by a Seller all Buyer Indemnified Party in connection with such breachPersons exceeds $47,500, whereupon Buyer Indemnified Persons shall be entitled to receive the full amount of all Losses (from the first dollar); provided, however, that (i) Buyer the foregoing shall only have not apply to any obligation to indemnify, defend, reimburse and hold harmless Losses resulting from or arising out of any breach or inaccuracy of any Fundamental Representation of Seller Indemnified Party from and against Losses arising from a breach of representations and/or Seller Parent or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), any claims based upon Fraud; and (iib) the maximum amount aggregate liability of Seller and Seller Parent for all indemnification payments with respect to representations and warranties made by Buyer Losses arising under this Section 8.3 to any and all Seller Indemnified Parties 8.2(a)(i) shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to sum of (i) the Assumed Liabilities, $950,000 plus (ii) breaches an amount equal to 20% of covenants all Earnout Payments paid or agreements payable to Seller (other than representations and warrantiesthe “Cap”); provided, however, that the foregoing shall not apply to any Losses resulting from or (iii) matters constituting fraud arising out of any breach or intentional misrepresentation, all without inaccuracy of any application Fundamental Representation of the Threshold Amount Seller or Cap Amount.any claims based upon Fraud. 8.5

Indemnification by Buyer. In (a) Subject to the event that limitations set forth in this Article XI, Buyer breaches shall indemnify and hold Seller, any Affiliate of Seller or their respective current or future Representatives, controlling persons, successors and permitted assigns (collectively, “Seller Indemnitees”) harmless from and against and in respect of any and all actual losses, liabilities, damages, claims, suits, proceedings, judgments, settlements and expenses, including Excluded Consequential Damages (to the extent proven) and reasonable attorneys’ fees, incurred by any such Seller Indemnitee (hereinafter the “Seller Losses” and, together with Buyer Losses, “Losses”) to the extent arising out of or resulting from (i) any breach by Buyer of any of the representations and warranties contained in this Agreement or any Ancillary Agreement, (ii) any breach by Buyer of any of its representationscovenants or agreements in this Agreement, warranties, covenants (iii) the Assumed Liabilities and agreements contained herein and, provided that any assertion against Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety by any third party of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (iiiv) breaches of covenants or agreements any draw under a Guarantee (other than representations and warrantiesto the extent with respect to an Excluded Liability or Losses resulting from a breach of Section 5.9(c) hereof with respect to an Assumed Customer Contract), and (v) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer or any Affiliate thereof (iiior any Person acting on their behalf) matters constituting fraud or intentional misrepresentation, all without in connection with any application of the Threshold Amount or Cap Amounttransactions contemplated by this Agreement.

Indemnification by Buyer. In From and after the event that Buyer breaches any of its representationsClosing Date, warrantiesto the extent provided in this Article IX, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defendand shall cause the Acquired Companies to indemnify, reimburse jointly and severally, Sellers and their respective Affiliates, officers, directors, employees and agents (“Seller Indemnitees”) against and hold them harmless a Seller Indemnified Party from and against the entirety of any Losses suffered or incurred by a such Seller Indemnified Party in connection with such breach; provided, however, that Indemnitees to the extent arising from (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations any representation or warranties to the extent the Seller Indemnified Party has suffered Losses by reason warranty of such breach Buyer contained in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed LiabilitiesAgreement, (ii) breaches any breach of covenants any covenant or agreements undertaking of Buyer contained in this Agreement, (other than representations iii) all Post-Closing Taxes, (iv) except with respect to any matter for which Buyer is indemnified under Section 9.2, the operation of the Acquired Companies and warrantiesits Business from and after the Closing Date, (v) subject to Section 3.18, the WARN Act (or any similar foreign, state or local Law), to the extent any mass layoff or termination, as defined by the WARN Act, is commenced or otherwise initiated after the Closing and authorized by Buyer; provided said indemnification obligation does not inure directly to the benefit of any individual or group of employees, officers, or agents of the Acquired Companies, or (iiivi) matters constituting fraud subject to Section 3.18, any claims for severance or intentional misrepresentationother termination benefits asserted against Sellers or their Affiliates by any employee of any Acquired Company who is terminated from and after the Closing, all without except for such terminations that were commenced or otherwise initiated prior to the Closing by written notice of termination given to the employee (whether subject to the expiration of a notice period or otherwise); provided, that, for avoidance of doubt, any application claims for severance by any such employees shall, as between the Acquired Companies, Buyer and their Affiliates, on the one hand, and such employees, on the other hand, be governed by the applicable severance agreements or policies of Buyer in effect at the time of termination. Notwithstanding the foregoing, the Seller Indemnitees shall not be entitled to indemnification for (A) those portions of any Losses that represent lost profits, diminution in value, restitution, mental or emotional distress, exemplary, consequential, incidental, special or punitive damages except to the extent that any of the Threshold Amount same are paid by a Seller Indemnitee to a third party in connection with a claim asserted by such third party; or Cap Amount(B) those portions of any Losses (i) that are reimbursed from insurance proceeds actually received and retained, or (ii) that have arisen as a result of any act or omission by any Seller or any of its Affiliates on or after the Closing Date.

Indemnification by Buyer. In Subject to the event that terms and conditions of this Article 7, the Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation hereby agrees to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify defend and hold harmless the Seller Shareholder and each of its Subsidiaries and each of their respective directors, officers, agents and Affiliates (collectively, the “Shareholder Indemnified Parties Persons”) from and against any Damages suffered, incurred or paid by any Shareholder Indemnified Person which would not have been suffered, incurred or paid if (a) all the representations and warranties of the Buyer contained in this Agreement or in any certificate delivered by the Buyer pursuant to this Agreement had been true, complete and correct, and (b) all the covenants and agreements of the Buyer contained in this Agreement had been fully performed and fulfilled (collectively, “Shareholder Claims”). With respect to any Shareholder Indemnified Person other than the Shareholder, the Buyer acknowledges and agrees that the Shareholder is contracting on its own behalf and for such Shareholder Indemnified Person and the Shareholder shall obtain and hold the rights and benefits provided for in this Section 7.5 in trust for and on behalf of such Shareholder Indemnified Person. For purposes of indemnification under this Section 7.5, any breach of any representation or warranty by the Buyer contained in this Agreement (or in any certificate delivered pursuant to the terms of this Agreement) shall be deemed to constitute a breach of such representation or warranty notwithstanding any limitation or qualification as to materiality, including but not limited to, anything related to a Buyer Material Adverse Effect, set forth in such representation or warranty, it being the intention of the parties hereto that the limitations contained in Section 7.6.2 substitute for any such limitation or qualification as to materiality and that the Shareholder Indemnified Persons shall be indemnified and held harmless from and against any and all Losses due Damages arising out of or based upon or with respect to (i) the Assumed Liabilitiesfailure of any such representation or warranty to be true, (ii) breaches of covenants or agreements (other than representations correct and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without complete in any application of respect subject to the Threshold Amount or Cap Amountlimitations imposed in Section 7.6.2.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse indemnify and hold harmless a Seller, the Subsidiary Lessees, and their respective officers, directors, employees, contractors, agents, subsidiaries, Affiliates, and their respective successors and assigns (collectively, the "SELLER INDEMNITEES"), against any and all charges, expenses, liabilities, losses, damages and costs (including reasonable attorney's fees) (being referred to herein collectively as "LOSSES") incurred by any of the Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party Indemnitees in connection with such breach; provided, however, that with: (i) any breach by Buyer shall only have of any obligation to indemnify, defend, reimburse and hold harmless representation or warranty of Buyer contained in this Agreement or in any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and other agreements contemplated hereby; (ii) the maximum amount breach or nonperformance, partial or total, of any covenant or agreement of Buyer contained in this Agreement or in any of the other agreements contemplated hereby, in either case to the extent not expressly waived in writing by Seller and any applicable Subsidiary Lessees; and (iii) any Third Party Claims (to the extent such Third Party Claim involves a matter for which Buyer would otherwise be required to indemnify Seller Indemnitees under this Agreement). In addition to the foregoing, the Buyer shall indemnify the Seller Indemnitees for failure to satisfy or discharge all indemnification payments Assumed Liabilities and shall indemnify the Seller Indemnitees with respect to representations and warranties made any Losses arising with respect to all acts, omissions, claims or conditions arising with respect to the operation by Buyer under this Section 8.3 of the Facilities on and after the Effective Time, including but not limited to, Losses arising pursuant to any reports of Buyer submitted for reimbursement to any federal, state or local governmental agency in connection with the provision of goods and all Seller Indemnified Parties shall not exceed an amount equal services by Buyer at the Facilities and Losses arising in connection with any alleged or actual violation by Buyer of any federal, state or local law rule or regulation to which Buyer and/or the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap AmountFacilities is subject.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall release, indemnify, defendreimburse, reimburse defend and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties Indemnitees on demand, from and against any and all Losses due claims, damages (whether direct, indirect, incidental, special or consequential), losses, charges, fees, liabilities, obligations, demands, suits, judgments, actions and other legal proceedings (whether civil or criminal), penalties, fines, sanctions, and any reasonable costs, expenses and attorneys' fees (collectively, "Expenses") imposed on the Seller Indemnitees or asserted against, or suffered or incurred by Seller Indemnitees, which in any way may result from, arise out of, or are in any manner related to a breach of any agreement, representation or warranty by Buyer under this Agreement, and for any injury to or death of any Person, and for any loss of, damage to, or destruction of any property whatsoever, in any manner, arising out of the possession, delivery, non-delivery, ownership, condition, maintenance, lease, disposition, operation or use of an Aircraft following, and including the Delivery Date relating to such Aircraft. It being expressly understood and agreed that the indemnity provided for in this Section 9.1 will not extend to (ia) Expenses which have resulted from the Assumed Liabilities, (ii) breaches willful misconduct of covenants or agreements (other than representations and warranties), such Seller Indemnitee; or (iiib) matters constituting fraud Expenses which are attributable to acts or intentional misrepresentationevents which occur prior to the Delivery Date relating to each Aircraft, all without any application but in such case only to the extent not attributable to acts or omissions of Buyer. The parties agree that indemnification for taxes and impositions is covered in Article 3 and the Threshold Amount or Cap Amountdefinition of "Taxes".

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse defend and hold harmless a Seller Indemnified Party from and against the entirety any of any Losses suffered by a Seller Indemnified Party in connection with such breach; providedits officers, howeverdirectors, that (i) Buyer shall only have any obligation to indemnifyemployees and agents, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due which are asserted against, imposed upon, or incurred or suffered directly or indirectly by any such indemnified party as a result of, arising from or relating to any inaccuracy in, or breach or nonperformance of, any of the representations, warranties, covenants or agreements made by Buyer in this Agreement, including any claim, demand, suit or action brought by a third party asserting matters which, if true, would result in such a breach or nonperformance, except that such indemnity shall not apply to the extent that such matter results directly from a breach of any obligation of Seller to Buyer. Buyer shall not have any obligation to indemnify Seller from and against any Losses caused by the breach by Buyer of any representation or warranty in this Agreement to the extent the Losses Seller has suffered by reason of such breaches exceeds a $2,500,000 ceiling (after which point Buyer will have no obligation to indemnify Seller from and against any further such Losses). The foregoing indemnification ceiling shall not apply to, and Buyer shall be liable for the entirety of any Losses with respect to, (i) any breach by Buyer of the Assumed Liabilitiesaforementioned representations and warranties if Buyer had knowledge of such breach at any time prior to the date on which the representation or warranty is made, (ii) breaches any breach of covenants any covenant or agreements (other than representations and warranties), agreement of Buyer or (iiiii) matters constituting fraud or intentional misrepresentation, all without in relation to any application of the Threshold Amount or Cap AmountAssumed Liability.

Indemnification by Buyer. In (f) From and after the event that Buyer breaches any Closing and subject to the provisions of its representationsthis Section 6.3, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse defend and hold harmless a Sellers, their respective Affiliates and the respective officers, directors, employees, agents, partners, shareholders, members, attorneys, accountants, representatives, successors and permitted assigns of each of the foregoing, each in their capacity as such (collectively, the “Seller Indemnified Party from Parties” and each, a “Seller Indemnified Party”, and each of the Buyer Indemnified Parties and the Seller Indemnified Parties, an “Indemnified Party”) from, against the entirety and in respect of any and all Losses imposed on, sustained, incurred or suffered by a by, or asserted against, any of the Seller Indemnified Party Parties, whether in connection respect of third party claims, claims between the Parties, or otherwise, directly or indirectly relating to, arising out of, resulting from, based upon, with such breach; provided, however, that respect to or by reason of: (i) the breach or inaccuracy of any representation or warranty made by Buyer shall only have in this Agreement or any obligation document delivered pursuant to indemnifythis Agreement, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject for purposes of this Section 6.3(a)(i) any qualifications relating to the following clause (ii), the full amount of materiality contained in such Losses (including the Threshold Amount) representation or warranty shall be indemnifiable), disregarded for purposes of determining whether such representation or warranty was breached or was inaccurate; and (ii) the maximum amount breach of all indemnification payments with respect to representations and warranties any covenant or agreement made by Buyer under in this Agreement or any document delivered pursuant to this Agreement. (g) Notwithstanding anything to the contrary contained in this Agreement: (viii) the maximum aggregate amount of indemnifiable Losses arising out of or resulting from all of the causes enumerated in Section 8.3 to any and all Seller Indemnified Parties 6.3(a) that may be recovered from Buyer shall not exceed an amount equal to $35,000,000 minus the Cap Amount. aggregate amount of any earn-out payments made by Buyer will indemnify pursuant to Section 1.4 and hold harmless Exhibit C; and (ix) no indemnification payment by Buyer with respect to any indemnifiable Losses otherwise payable under Section 6.3(a)(i) shall be payable until such time as all such indemnifiable Losses as would otherwise be payable under Section 6.3(a)(i) shall aggregate to more than the Seller Indemnified Parties from and against any and all Losses due amount of the Deductible, after which time Buyer shall, subject to clause (i) above, be liable for all indemnifiable Losses above the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount.Deductible. 6.4

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then (a) Buyer shall indemnify, defend, reimburse indemnify Seller against and hold it harmless a from any and all Indemnifiable Damages which Seller Indemnified Party from and against the entirety may suffer or incur by reason of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a Buyer's breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason any of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to Buyer's representations and warranties made by Buyer under contained in this Section 8.3 to Agreement or any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilitiesdocument, certificate or agreement delivered pursuant hereto, (ii) breaches Buyer's breach of any of Buyer's covenants or agreements (other than representations and warranties)contained in this Agreement or any document, certificate or agreement delivered pursuant hereto, or (iii) matters constituting fraud any liabilities for obligations, whether accrued, absolute, contingent or intentional misrepresentationotherwise, all without and whether due or to become due, assumed by Buyer pursuant to this Agreement or any application document, certificate or agreement delivered pursuant hereto or arising out of any acts occurring (or the operation of the Threshold Amount Business) after the Closing. Without limiting the generality of the foregoing, with respect to the measurement of Indemnifiable Damages, Seller shall have the right to be put in the same financial position as it would have been in had Buyer not breached the respective representation, warranty, covenant or Cap Amountagreement. However, notwithstanding anything contained in this Agreement to the contrary, if Seller makes any claim for damages, Seller will use reasonable efforts to mitigate the amount and nature thereof in accordance with customary industry procedures and all reasonable costs and expenses that Seller incurs in mitigating those damages shall be considered Indemnifiable Damages.

Indemnification by Buyer. In From and after the event that Closing Date, Buyer breaches shall indemnify and hold harmless Seller, its Affiliates, each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any of the Seller Indemnified Parties by reason of, or arising out of (i) Buyer’s ownership or operation of any of the Acquired Assets or the Assumed Liabilities after the Closing Date, including any liability based on negligence, gross negligence or any other theory of liability, whether in law or equity, (ii) Buyer or any of its representationsAffiliates coming into possession of, warrantiesreceiving, covenants and agreements or becoming entitled to any Retained Asset after the Closing Date or (iii) any breach of any representation, warranty, covenant or agreement of Buyer contained herein andor in any certificate, provided that Seller makes a written claim for indemnification against Buyer schedule, exhibit or Transaction Document delivered pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breachthis Agreement; provided, however, that (i) Buyer shall only have any obligation not be required to indemnify, defend, reimburse and hold harmless any indemnify the Seller Indemnified Party from Parties with respect to any claim for indemnification under this Section 10.3 unless and until the aggregate amount of all claims against Losses arising from a breach of representations or warranties Buyer under this Section 10.3 exceeds the Indemnity Deductible and then only to the extent the Seller Indemnified Party has suffered Losses by reason of such breach aggregate amount exceeds such amount; provided, further, that in no event shall Buyer be required to pay or otherwise be liable for an amount in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments Indemnity Cap with respect to representations and warranties claims made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount10.3.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties Subject to the extent the Seller Indemnified Party has suffered Losses by reason of such breach limitations set forth in excess of the Threshold Amount this section, Buyer (it being understood that subject also an “Indemnifying Party”) agrees to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the stockholders of Seller and their respective successors and assigns (the “Seller Indemnified Parties from Person” and, collectively the “Seller Indemnified Persons”) against and against in respect of any and all Losses due to Damages based upon, arising out of, or otherwise in respect of, or which may be incurred by virtue of or result from: (i) the Assumed Liabilities, inaccuracy in or breach of any representation or warranty made by Buyer or Merger Sub in this Agreement (including all schedules and exhibits hereto) or in any certificate delivered by Buyer or Merger Sub hereunder; (ii) breaches any non-fulfillment or breach of covenants any covenant or agreements agreement made by Buyer or Merger Sub in this Agreement (other than representations including all schedules and warrantiesexhibits hereto), or ; (iii) matters constituting fraud any claim with respect to Taxes imposed on the Seller, Buyer or intentional misrepresentationMerger Sub for periods starting the day after the Closing Date (or for the portion of any period following the Closing Date to the extent a period does not close on such date), all without any application except to the extent such Taxes are attributable to a breach of the Threshold Amount representation set forth in Section 3.20; or Cap Amount(d) enforcing the indemnification provided for hereunder. In connection with any exercise by any Seller Indemnified Person of its rights hereunder, it shall make any claim for indemnification only through, and Buyer shall be entitled to deal exclusively with, the Stockholders’ Agent, and any claim for indemnification made directly by a Seller Indemnified Person to Buyer shall be deemed to be invalid for all purposes of this section.

Indemnification by Buyer. In Subject to the event that additional provisions set forth in this Article VII, Buyer breaches shall indemnify Seller and its respective Affiliates including, without limitation, Seller India and Seller’s stockholders, officers, directors, employees and representatives (each a “Seller Indemnitee”) against, and hold each Seller Indemnitee harmless from, any and all Losses, incurred, suffered, sustained or required to be paid, directly or indirectly, by, or imposed upon, such Seller Indemnitee resulting from, related to or arising out of (i) any breach or inaccuracy of any representation or warranty of either of Buyers contained in this Agreement or in any document delivered to Seller pursuant to the provisions of this Agreement; (ii) any failure of any of its representations, warranties, Buyers to perform any of the covenants and agreements contained herein and, provided that in this Agreement or in any document delivered to Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a provisions of this Agreement; (iii) the Assumed Liabilities; (iv) any claim by any third party brought against any Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party Indemnitee in connection with the Purchased Assets arising from the operation of the Business (unless such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising claim arises from a breach of representations a representation or warranties to warranty by Seller following the extent the Seller Indemnified Party has suffered Losses by reason of such Closing Date; (v) any breach in excess or inaccuracy as of the Threshold Amount (it being understood that subject date hereof or the Closing Date of any representation or warranty of Buyer India contained in the India Purchase Agreement or in any document delivered to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), Seller India pursuant thereto; and (iivi) the maximum amount of all indemnification payments with respect to representations and warranties made any breach by Buyer under this Section 8.3 India or any failure of Buyer India to perform any and all Seller Indemnified Parties shall not exceed an amount equal to of the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of obligations contained in the Threshold Amount or Cap AmountIndia Purchase Agreement.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all Raccoon APA DOCSNY1:1172777.5 12115-16 RM9/RM9 indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount.

Indemnification by Buyer. In Subject to the event that provisions of this Article 11, Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant agrees to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse indemnify and hold Stockholders and its officers, directors, employees and agents, harmless a Seller Indemnified Party from and against the entirety against, any Loss which may be sustained or suffered by Stockholders or its officers, directors, employees or agents, caused by a breach of any Losses suffered representation or warranty made by Buyer in Sections 4.1 through 4.6 hereof, inclusive, or a Seller Indemnified Party failure to perform any covenant made by Buyer anywhere else in connection with such breach; this Agreement provided, however, that that: (iA) no indemnification shall be payable by Buyer shall only have with respect to any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a claim for breach of representations any representation or warranties warranty made by Buyer in Sections 4.1 through 4.6 hereof, inclusive, asserted by Stockholders after the expiration or termination date, if any, prescribed for such representation or warranty in Section 10.1 hereof; (B) no indemnification shall be payable by Buyer with respect to any De Minimis Loss and such De Minimis Loss shall be disregarded for all purposes of this Agreement, including, but not limited to, the extent limitations set forth below; (C) no indemnification shall be payable by Buyer with respect to any claim for breach of any representation or warranty made by Buyer in Sections 4.1 through 4.6 hereof, inclusive, until the Seller Indemnified Party has suffered Losses by reason total of such breach recoverable claims for indemnification shall exceed the Deductible, in which event Stockholders shall then be entitled to recover the amount of such claims in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), Deductible; and (iiD) the maximum amount aggregate liability of all Buyer for indemnification payments payable hereunder with respect to the breach of the representations and warranties made by of Buyer under this Section 8.3 to any and all Seller Indemnified Parties 4.1 through 4.6, inclusive, shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap AmountIndemnity Cap.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer C&A shall jointly and severally indemnify, defend, reimburse defend and hold harmless a Seller Indemnified Party from Seller, Bretlin and Parent and their officers, directors and affiliates from, against the entirety and with respect to any Loss arising out of any Losses suffered by a Seller Indemnified Party or in connection with such breachany of the following: any breach of any of the representations and warranties of Buyer or C&A contained in or made pursuant to this Agreement; providedany failure by Buyer or C&A to perform or observe, howeverin full, that any covenant, agreement or condition to be performed or observed by it pursuant to this Agreement; all obligations under the Assumed Contracts assumed by Buyer arising on or after the Effective Time, as provided under Section 1.4; or Buyer's or C&A's ownership and operation of the Business and the Purchased Assets on and after the Effective Time. Notice of Claim. Any party seeking to be indemnified hereunder (ithe "Indemnified Party") Buyer shall only have shall, within 60 days following discovery of the matters giving rise to a Loss, notify the party from whom indemnity is sought (the "Indemnity Obligor") in writing of any obligation claim for recovery, specifying in reasonable detail the nature of the Loss and the amount of the liability estimated to indemnify, defend, reimburse and hold harmless any Seller arise therefrom. The failure of the Indemnified Party from and against Losses arising from to notify the Indemnity Obligor on a breach timely basis will not relieve the Indemnity Obligor of representations or warranties any liability that it may have to the Indemnified Party, subject to the survival provisions of Section 8.1 hereof to the extent applicable, except to the Seller extent that the Indemnified Party has suffered Losses by reason demonstrates that the defense of such breach in excess of action is materially prejudiced by the Threshold Amount (it being understood that subject Indemnity Obligor's failure to the following clause (ii), the full amount of give such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amountnotice.

Indemnification by Buyer. In From and after the event that Buyer breaches any of its representationsClosing, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse defend and hold harmless a each Seller, its Affiliates, and their respective directors, officers, equityholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacities as such (the “Seller Indemnified Party from Parties” and, collectively with Buyer Indemnified Parties, the “Indemnified Parties”), from, against and against the entirety of with respect to any Losses suffered sustained or incurred by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party arising out of, resulting from or otherwise in respect of (a) the failure of any representation or warranty of Buyer contained in Article IV or referenced in the certificate delivered pursuant to Section 8.3(c) (in each case, determined without giving effect to any “material”, “materiality”, or “Material Adverse Effect” qualification on such representations and warranties) to be true and correct as of the Closing Date (except in the case of any representation or warranty that is made as of a specified date, the failure of such representation or warranty to be true and correct as of such date), (b) any breach of any Additional Obligations or any breach of any covenant or agreement of Buyer contained in this Agreement or any Ancillary Agreement to which it is a party that is required to be performed by Buyer after the Closing or (c) any action taken (or omitted to be taken) by Buyer or any of the Purchased Companies from and against Losses arising from a breach of representations or warranties to after the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments Closing with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants Senior Notes or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap AmountSenior Notes Indenture.

Indemnification by Buyer. In From and after the event that Buyer breaches any of its representationsEffective Time, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify defend and hold harmless the Seller Indemnified Parties Indemnitees from and against any and all Losses due suffered or incurred by any such indemnified party to the extent suffered or incurred in connection with, arising out of, resulting from or incident to (ia) any breach or inaccuracy of any representation or warranty of Buyer made in or pursuant to this Agreement, (b) any breach of any covenant or agreement of Buyer made in or pursuant to this Agreement, (c) the Assumed Liabilities, or (iid) breaches any fees, expenses or other payments incurred or owed by Buyer or its Affiliates to any agent, broker, investment banker or other firm or Person retained or employed by it in connection with the transactions contemplated by this Agreement; provided, however, that Buyer shall not have any Liability under clause (a) above unless the aggregate of covenants all Losses relating thereto for which Buyer would, but for this proviso, be liable exceeds on a cumulative basis the Deductible, in which case Buyer shall be liable only for the amount of Losses in excess of the Deductible; provided, further, that Buyer’s aggregate liability under clause (a) above shall in no event exceed the Cap. Notwithstanding anything to the contrary set forth herein, the limitations on liability set forth in the two preceding sentences shall not apply with respect to (x) Losses suffered or agreements incurred by any such indemnified party incurred in connection with, arising out of, resulting from or incident to a breach of a Fundamental Representation; or (other than representations and warranties)y) claims based upon, for, or (iii) matters constituting in connection with, fraud or intentional misrepresentation; provided, all without however, that Buyer shall not be liable to the Seller Indemnitees for Losses arising under clause (a) above with respect to any application breach of, or inaccuracy in, any Fundamental Representation in excess of the Threshold Amount or Cap Maximum Amount.

Indemnification by Buyer. In the event that Buyer breaches (including its successors and assigns) agrees to indemnify promptly Sellers, their successors and assigns, and any affiliate of any of its representations, warranties, covenants and agreements contained herein and, provided that Sellers (collectively the "Seller makes a written claim for indemnification Parties") against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold the Seller Parties harmless a Seller Indemnified Party from and against the entirety in respect of any and all Losses suffered which may be incurred by a any of the Seller Indemnified Party in connection with such breach; provided, however, that Parties directly or indirectly by virtue of or resulting from the breach of (i) any covenant or agreement made by Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations in this Agreement or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) any of the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer in this Agreement, in each case without regard to any "materiality" or "Material Adverse Effect" or similar limitations, thresholds or exceptions contained in such representations and warranties and without regard to whether any such Loss is incurred prior to or after the Closing Date, provided, that Buyer shall not be required to indemnify any of the Seller Parties for claims under this Section 8.3 9.2(ii) unless and until (but only to any and all Seller Indemnified Parties the extent that) the aggregate amount of Losses exceeds $500,000; provided, further, that Buyer shall not exceed an amount equal be required to indemnify any of the Seller Parties for claims under this Section 9.2(ii) to the Cap Amount. Buyer will indemnify extent that the aggregate amount exceeds $34 million; provided, further, that the provisions of this Article IX shall not apply to the covenants and hold harmless agreements contained in Section 7.6 hereof, which shall be controlled by the Seller Indemnified Parties from and against terms therein; provided, further, that any and all Losses due to (i) the Assumed Liabilities, claims for indemnification under clause (ii) breaches of covenants this Section 9.2 shall be decreased or agreements (other than representations and warranties)refunded to Buyer, as the case may be, dollar for dollar to the extent of any actual insurance recoveries or (iii) actual recoveries from unaffiliated third partes with respect to matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amountfor which claims for indemnification were made under such clause.

Indemnification by Buyer. In From and after the event Closing Date, Buyer shall indemnify Sellers, their Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless from any Loss suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Buyer contained in this Agreement or in any certificate delivered pursuant to Sections 8.1 and 8.3; (ii) any non-fulfillment of or failure to comply with any covenant or agreement of Buyer contained in this Agreement or any Collateral Agreement; (iii) the Assumed Liabilities; (iv) any Taxes of Windmill (other than Excluded Taxes); and (v) without limiting the generality of the foregoing, any liability, obligation or commitment resulting from the ownership, operation or condition of the Business, the Assets, Conversion Date Inventory, or Windmill following the Closing, or of the Xxxxx Xxxx Business, the Xxxxx Xxxx Transfer Date Inventory or the Xxxxx Xxxx Assets following the Xxxxx Xxxx Transfer Date, in each case other than Excluded Liabilities or other obligations which Sellers have expressly agreed to pay pursuant to this Agreement or the Collateral Agreements; PROVIDED, HOWEVER, that Buyer breaches with respect to any such liability, obligation or commitment that would not have resulted but for a breach of its either Seller's representations, warranties, covenants and or agreements contained herein andthat is covered by Sellers' indemnification obligations under Section 9.2, provided that Seller makes a written claim Buyer's indemnification obligations under this clause (v) shall not apply to the extent of (but only to the extent of) the indemnification obligations of Sellers for indemnification against Buyer such breach pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount9.2.

Indemnification by Buyer. In Buyer and its successors in interest shall, and shall cause the event that Buyer breaches any of Company and its representationssuccessors in interest to, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse indemnify and hold Sellers and their respective successors and assigns, at all times on and after the Signing Date, harmless a Seller Indemnified Party from and against the entirety and in respect of any and all Losses suffered by a arising out of, related to, resulting from or based upon either of the following: (i) any breach or non-fulfillment of any of the covenants or agreements of Buyer or, for any period after the Effective Time, the Company, contained in or made pursuant to this Agreement and (ii) any inaccuracy or breach of any of the representations or warranties of Buyer that are contained in this Agreement or in any certificate or other instrument furnished to Sellers hereunder (all Losses arising under this Section 10.2 are collectively referred to herein as "Seller Indemnified Party in connection with such breachLosses"); provided, however, that (i) Buyer shall only have any obligation not be required to indemnify, defend, reimburse and hold harmless indemnify Sellers under this Article 10 in respect of any Seller Indemnified Party from and against Losses arising from based on a breach of representations a representation or warranties warranty until the aggregate amount of all such Seller Losses exceeds $250,000, whereupon Buyer shall be required to indemnify Sellers in respect of such Seller Losses to the extent (but only to the Seller Indemnified Party has suffered extent) Losses by reason in respect of such breach in excess Buyer Claims exceed $250,000; provided, that this threshold limitation shall not apply to Seller Losses resulting from any nonfulfillment of the Threshold Amount (it being understood that subject Buyer's obligations under Section 2.7. Any provision in this Agreement to the following clause (ii)contrary notwithstanding, the full Buyer's liability for Seller Losses under this Article 10 shall be limited to an aggregate amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount$5,000,000.

Indemnification by Buyer. In (a) Notwithstanding the event that Closing, but subject to the limitations set forth in this Agreement, Buyer breaches agrees to indemnify, defend and hold Seller and the Members (collectively, “Seller Indemnified Parties”) harmless from and against any damages, liabilities, losses, costs or deficiencies, including, but not limited to, reasonable attorneys’ fees and other costs and expenses incident to proceedings or investigations, or the defense or settlement of any claim (collectively, “Seller’s Damages”) arising out of, resulting from or relating to any of its representationsthe following: (a) any inaccuracy in or breach of the representations or warranties of Buyer set forth in this Agreement; (b) any failure to duly perform or observe any term, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against provision or covenant to be performed or observed by Buyer pursuant to Section 11.7 regarding a factthis Agreement or any agreement to be executed by Buyer pursuant to the terms of this Agreement; (c) the Assumed Liabilities; and (d) except for liabilities for which Buyer is expressly entitled to indemnification hereunder or that is related to any representation and warranty of Seller or the Buyer hereunder, event any and all liabilities relating to the operation of the Business or circumstance occurring within Buyer’s use of the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against Purchased Assets after the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breachClosing Date; provided, however, that (i) Buyer Buyer’s indemnification obligations under this Section 14.03 hereunder shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to not exceed the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses Purchase Price (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments any amounts paid by Buyer with respect to representations and warranties made by the Purchase Price at Closing or otherwise). The Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify have any liability under any provision of this Agreement for, and hold harmless the Seller Indemnified Parties from and against Seller’s Damages shall not include, any and all Losses due to consequential (i) the Assumed Liabilitiesincluding diminution in value or lost profits), (ii) breaches of covenants exemplary or agreements punitive damages (other than representations and warrantiessuch damages recoverable from or assessed against Seller with respect to or in connection with a Third Party Claim), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount.