Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to jointly and severally, indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to jointly the provisions of Sections 9.1, 10.3, and severally10.4 hereof, the Sellers shall indemnify and hold harmless Purchaser from Buyer and against Buyer Subsidiary for (a) any Share Purchase Agreement and all claimsmonetary damages, charges, losses, deficiencies, liabilities, damagesobligations, deficienciescosts, costs and expenses, including reasonable attorneys’ fees and reasonable expensesfees, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after without limitation, reasonable fees and disbursements of counsel incident to the First Closingenforcement of rights under Section 10.1 or 10.2 hereof) (collectively, "Damages") resulting from or relating to any breach by the Company) as a result Sellers of any representation, warranty, covenant, or agreement made by the Sellers in this Agreement, (ib)(i) any inaccuracy Taxes of CNL with respect to taxable periods ending on or breach of a representation or warranty of before the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), Closing Date; (ii) any failure by Taxes imposed on or in respect of CNL with respect to taxable periods including but not ending on the Company or any Seller Closing Date which are allocable to perform or comply with any covenant contained herein, the portion of such taxable period ending on the Closing Date; and (iii) any cash paid by Purchaser to holders Taxes imposed on or in respect of Company Shares in excess any corporation (other than any Taxes imposed on CNL or Buyer or any affiliate of what such Shareholder Buyer for any Tax period) with which CNL filed a Tax Return on a combined or consolidated basis for any taxable period that includes the Closing Date, or that ends on, as of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth close of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing Date (including, without limitation, any Taxes for which CNL would have led be liable pursuant to the provisions of Treasury Regulation Section 1.1502-6), and (c) any Direct Economic Loss (as defined below) suffered by Buyer as a reduction in result of the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive rejection by Charter or ILIC of a recommendation of Buyer or limit any other remedies that Buyer Subsidiary, as the case may be available (a "Recommendation"), pursuant to Purchaser.Article II(D) of the Charter Coinsurance Agreement, Article II(D) of the ILIC Coinsurance Agreement or Article II(D)

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to jointly and severallySellers shall defend, indemnify and hold harmless Purchaser from Buyer and against any Share Purchase Agreement and all claimsits affiliates, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates agents, advisors and agents other representatives (collectively, the “Purchaser Buyer Indemnitees”) directly from and against, and pay or indirectly reimburse the Buyer Indemnitees for, any and all damage, loss, liability, expense, action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, injunction, judgment, order, decree, ruling, due, penalty, fine, cost, amount paid in settlement, obligation, Tax, lien, expense and fee, including court costs (includingincluding reasonable expenses of investigation, after enforcement and collection, reasonable attorneys’ accountants’ and other professional fees and expenses incurred in connection with any litigation) whether or not involving a Third Party Claim (collectively, “Losses”), resulting from or arising out of (a) subject to the First Closingtime limitations set forth above, any inaccuracy in or breach of any representation or warranty of Sellers in this Agreement or any certificate delivered by Sellers in connection hereto, (b) any failure of any Seller or any affiliate to perform any covenant or agreement under this Agreement, (c) any Retained Liability, (d) any defect in title on any of the CompanyReal Property which is not a Permitted Lien unless such defect is covered by title insurance and such defect does not appear as a lien, exception or encumbrance or other defect on the title policy or in this Agreement and/or the Disclosure Schedules attached hereto, (e) any suit, action, proceeding, claim or investigation pending or threatened against or affecting the Hawaiian Businesses that arose from any matter or state of facts existing prior to the Closing and is not disclosed on Schedule 3.15; provided, however, only those claims or litigation set forth on Schedule 3.15 that Buyer has specifically assumed will be deemed an Accepted Liability and therefore excluded from Sellers’ indemnification obligations herein, (f) any Losses incurred as a result of the alleged default under the HMPM lease, (ig) any inaccuracy Losses incurred as a result of any default under the lease of Diamondhead Mortuary, or breach (h) any claim, demand, action, proceeding or lawsuit made or filed by any trustee or receiver or other interested party in connection with or as a result of a representation or warranty otherwise following the insolvency, reorganization or bankruptcy of any Seller, whether made or filed as part of formal bankruptcy or reorganization proceedings or otherwise, which claim, demand, action, proceeding or lawsuit in any way challenges, seeks to set aside or deprive Buyer of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder benefits of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into transaction contemplated by this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserAgreement.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees The Sellers agree to severally and jointly and severally, indemnify and hold harmless Purchaser each Buyer Indemnified Party, from and against any Share Purchase Agreement and all claimsLosses to the extent such Losses result from, lossesarise out of or are based upon: (i) any representation made by such Seller in Section 3 hereof that is false, liabilitiesuntrue or inaccurate when made (or when deemed to have been made) by such Seller or the Breach of any warranty made by such Seller in Section 3 hereof (provided, damageshowever, deficienciesthat, costs with respect to the representations (excluding Section 3.9) qualified by materiality, Material Adverse Change or similar qualifications, no Breach thereof shall be deemed to have occurred if the Losses resulting therefrom can be measured adequately or reasonably estimated in monetary terms and expensesdo not exceed, including reasonable attorneys’ fees individually or in the aggregate, US$2,000,000; provided, further, that if the Losses resulting from such Breaches cannot be measured adequately or reasonably estimated in monetary terms, the foregoing proviso shall not apply to such Breaches); (ii) any Breach by such Seller of any of its respective covenants or agreements in this Agreement or pursuant hereto; (iii) any Losses of any Buyer Indemnified Party resulting from, arising out of or based upon the AMC Credit Agreement or any agreement, document or instrument relating thereto; (iv) without duplication of any amounts accounted for under Sections 2.2 and reasonable expenses2.3, any Inbursa Additional Amount if neither the Inbursa Amendment or Waiver nor the Inbursa Payoff Letter are delivered prior to the Closing Date for any reason whatsoever, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”v) any Taxes imposed on, asserted against, incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, paid by the Company) Symphony as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules connection with the actions taken or Exhibits omissions by Sellers and their affiliates in connection with Seller Structuring Transactions (irrespective of whether such Taxes are properly or other ancillary documents delivered pursuant to this Agreement for the period such representation legally imposed or warranty survives pursuant to Section 8.1(aasserted), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.

Indemnification by Sellers. Each Subject to one or more provisions of this Article 9, Buyers and their Affiliates (collectively, the “Seller (each an “Indemnifying PartyIndemnified Parties”) agrees shall be entitled to jointly indemnification from Sellers for all Losses directly or indirectly incurred by or sought to be imposed upon the Seller Indemnified Parties arising out of or relating to any (i) breach of any covenant or agreement made by Sellers in or pursuant to this Agreement, (ii) breach of any representations and severallywarranties made by Sellers in this Agreement, indemnify (iii) of the Retained Liabilities, (iv) Assumed Litigation in excess of $5,000,000 or (v) the contract provision described in item 2(a) of Schedule 4.25, and hold harmless Purchaser (vi) post-Closing liabilities of Buyers to IBM relating to the Sold Business arising from and against any Share Purchase Agreement and Sellers’ actions or inactions prior to Closing that are not reflected on the Audited Balance Sheet (unless Buyers have already been indemnified for such liabilities pursuant to sub-clause (1) below of this Section 9.2). “Losses” or “Loss” as used in this Agreement, means all claimsliabilities, losses, liabilities, damages, deficienciesfines, fees, costs and expenses, including reasonable attorneys’ fees fees. In addition to the foregoing, during the period beginning on the Closing and reasonable expensesending on the one year anniversary thereof, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) the Seller Indemnified Parties shall be entitled to indemnification from Sellers for all Losses directly or indirectly incurred by or sought to be imposed upon the Seller Indemnified Parties resulting from, arising out of or relating to (including1) 100% of liabilities related to trade activities with suppliers of the Sold Business arising from Sellers’ actions or inactions prior to Closing unrecorded on the Audited Balance Sheet (unless Buyers have already been indemnified for such liabilities pursuant to sub-clause (vi) of this Section 9.2) and (2) amounts not collectable from IBM for customer and debit claims, after to the First Closing, by the Company) as a result extent of (iA) any inaccuracy or breach 80% of a representation or warranty such customer and debit claims that are aged less than six (6) months as of the Company or a Seller contained hereinClosing Date, (B) 90% of such customer and debit claims that are aged between six (6) months and twelve (12) months as of the Closing Date and (C) 100% of such customer and debit claims that are aged more than twelve (12) months as of the Closing Date; provided, however, that, in the Disclosure Schedule or in any agreementseach case, Schedules or Exhibits or other ancillary documents delivered pursuant Seller Indemnified Parties use commercially reasonable efforts to this Agreement for the period resolve such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what matters during such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaserperiod.

Indemnification by Sellers. Each (a) Subject to the limitations set forth in this ARTICLE VIII, from and after the Closing, each Seller (each an “Indemnifying Party”) agrees to shall, jointly and severally, defend and indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent Affiliates and each of their respective officers, directors, employees, affiliates stockholders, partners and agents agents, as the case may be (the “Purchaser Indemnitees”) directly ), and save and hold each of them harmless against, any Losses incurred by them to the extent arising out of, in connection with or indirectly (including, after the First Closing, by the Company) as a result of related to: (i) any inaccuracy or breach failure of a any representation or warranty made by Sellers contained in ARTICLE III to be true and correct when made (or, with respect to those representations and warranties as of a specified date, as of such date) (it being agreed that any materiality or Material Adverse Effect qualification in a representation and warranty (other than the Company or a Seller contained herein, representation and warranty at Section 3.12(a)(xvi) hereof) shall be disregarded in the Disclosure Schedule or in determining whether any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or and warranty survives pursuant to Section 8.1(ahas been breached), ; (ii) any failure by the Company or any Seller to perform or comply with breach of any covenant or agreement by Sellers contained hereinin this Agreement (other than covenants contained in ARTICLE VII, and which are addressed by ARTICLE VII exclusively); (iii) any cash paid by Purchaser to holders Liability, whether arising out of Company Shares in excess of what such Shareholder facts or circumstances existing before or after the Closing, of the Company would be entitled Conveyed Entities, Sellers or any of their Affiliates to receive hereunder. The the extent not related to the Business, including any Liability of Sellers acknowledge that Purchaser entered into this Agreement because it believed or their Affiliates or Tyco or its Affiliates, and any Liabilities relating to the truth matters set forth in Schedule 8.2(a)(iii) hereof (any such Liabilities, the “Unassumed Liabilities”); (iv) any Excluded Environmental Liabilities; and (v) any Unpaid Transaction Expense of the Company’s and Conveyed Entities to the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction extent not included in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive calculation of or limit any other remedies that may be available to PurchaserClosing Date Working Capital.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to jointly and severally, Sellers will indemnify and hold harmless Purchaser from (in the same manner and against any Share Purchase Agreement to the same extent as set forth in subsection 5(a), including, without limitation, clauses (y) and all claims(z) of the proviso set forth therein) the Company and its directors, lossesofficers and controlling persons, liabilitieseach other party registering securities under a Registration Statement and each underwriter, damagesdealer manager or similar securities industry professional participating in the distribution of Seller's Registrable Shares and such securities industry professional's respective directors, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directorspartners and controlling persons and any other party offering securities under such Registration Statement, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of (i) with respect to any inaccuracy materially untrue statement or breach alleged untrue statement of material fact, or any omission or alleged omission to state a representation material fact with respect to such Registration Statement or warranty of Prospectus if such statement or alleged statement or omission or alleged omission was made in reliance upon information furnished to the Company by or a Seller contained herein, on behalf of Sellers for use in the Disclosure Schedule such Registration Statement or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)Prospectus, (ii) any failure by results from the fact that Sellers sold Sellers' Registrable Shares to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus if the Company had previously furnished copies thereof to Sellers and such Prospectus, as then amended or any Seller to perform supplemented, corrected such misstatements or comply with any covenant contained hereinomission, and or (iii) results from such Seller breaching one or more of its obligations hereunder. Sellers will reimburse the indemnified parties for any cash paid by Purchaser legal or other costs or expenses incurred in connection with defending any such loss, claim, damage, liability, action or proceeding; provided, however, that in no event shall any Seller's indemnification obligations under this Addendum exceed the aggregate proceeds such Seller has received from the sale of such Seller's Registrable Shares; provided, further, however, that nothing herein shall be deemed or construed to holders of Company Shares in excess of what such Shareholder limit, modify, or otherwise affect the Sellers' indemnification obligations under Article 11 of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserStock Purchase Agreement.

Indemnification by Sellers. Each Seller (Sellers each an “Indemnifying Party”) agrees to jointly and severallyagree that they will each indemnify, indemnify defend, protect and hold harmless Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, legal representatives, successors and assigns, as applicable, from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficienciesactions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expensesexpenses whatsoever (including specifically, including but without limitation, reasonable attorneys’ ' fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”investigation) incurred by Purchaserwhether equitable or legal, its Parent and their respective officersmatured or contingent, directorsknown or unknown to Sellers, employeesforeseen or unforeseen, affiliates and agents (“Purchaser Indemnitees”) directly ordinary or indirectly (includingextraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the First Closingdate of this Agreement, by the Company) as a result of or incident to: (ia) any breach of, misrepresentation, untruth or inaccuracy or breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule representations and warranties by Sellers, set forth in this Agreement or in any agreements, the Schedules or Exhibits or other ancillary documents delivered pursuant attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; (c) the imposition upon, claim against or payment by Purchaser of any liability or obligation of Sellers other than the Assumed Liabilities; (d) violation of the requirements of any governmental authority relating to the reporting and payment of federal, state, or other income tax of Sellers arising or accrued prior to the Closing Date; (e) any claim by a third party that, if true, would mean that a condition for the period such representation or warranty survives pursuant to Section 8.1(aindemnification set forth in subsections (a), (iib), (c) or (d) of this Section 9.1 of this Agreement has occurred; and (f) any failure by the Company claim or action brought against Purchaser or any Seller to perform of its officers or comply with directors as a result of any covenant contained herein, and (iii) action brought on behalf of any cash paid by Purchaser to holders shareholder of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserMSI.;

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) Seller, Sancxxx xxx Huizxxxx, xxverally but not jointly, agrees to jointly indemnify Purchasers and severally, indemnify the Company and hold them harmless Purchaser from and against any Share Purchase Agreement and all claimsloss, losses, liabilities, damages, deficiencies, costs and expenses, damage or expense (including reasonable attorneys’ fees and reasonable expenses' fees) which Purchasers, and expenses the Company or any of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employeesparents or subsidiaries or other affiliates, affiliates and agents actually incur (“Purchaser Indemnitees”) directly to be offset by applicable insurance recovery obtained), suffer or indirectly (including, after the First Closing, by the Company) become liable for as a result of or in connection with (ia) any the inaccuracy or breach of a any agreement, representation or warranty of Sellers, Sancxxx xx Huizxxxx xxxtained in this Agreement, any Exhibit or Schedule to be delivered pursuant hereto occurring or developing during the period of survival of such agreement, representation or warranty including any claims by any third parties alleging facts or circumstances which, if true, would constitute such inaccuracy or breach; (b) failure to pay any sales or use tax liability of the Sellers for periods through the Transfer Time; (c) any assertion against the Company or Purchasers of any claim or liability of Sellers not expressly assumed hereunder by the Company or Purchasers; (d) unless expressly assumed by the Company or the Purchasers hereunder, the assertion against the Company or Purchasers by any person, firm, governmental agency or corporation of any obligation or liability of Sellers accruing on or prior to, or existing at, the Transfer Time and thereafter accrued, including without limitation, tax claims or liabilities; (e) failure of Sellers to obtain necessary consents to assignment of any of the Transferred Assets to the extent required by this Agreement; or (f) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any of the foregoing or in enforcing this indemnity. Purchasers and the Company shall give Sellers, Sancxxx xxx Huizxxxx xxxmpt written notice of any claim, suit or demand which Purchasers or the Company believe will give rise to indemnification by Sellers, Sancxxx xx Huizxxxx xxxer this paragraph; provided, however, that the failure to give such notice shall not affect the liability of Sellers, Sancxxx xx Huizxxxx xxxeunder unless the failure to give such notice adversely and materially affects the ability of Sellers, Sancxxx xx Huizxxxx xx defend themselves against a Seller contained hereinclaim or to cure the breach or inaccuracy giving rise to the claim for indemnification on account thereof. Except as hereinafter provided, Sellers, Sancxxx xxx Huizxxxx xxxll have the right to defend and to direct the defense against any such claim, suit or demand, in their names or in the name of Purchasers or the Company at Sellers', Sancxxx'x xxx Huizxxxx'x xxxion and with counsel of Sellers', Sancxxx'x xxx Huizxxxx'x xxx choosing, which counsel shall be reasonably satisfactory to Purchasers. Purchasers and the Company shall, at Sellers', Sancxxx'x xxx Huizxxxx'x xxxense, cooperate in the defense of any such claim, suit or demand. If Sellers, Sancxxx xxx Huizxxxx xxxhin reasonable time after notice of a claim, fail to defend Purchasers or the Company or if, in the Disclosure Schedule good faith judgment of Purchasers, the facts giving rise to indemnification hereunder shall involve a possible claim by Purchasers or in any agreementsof their affiliates or the Company against a third party, Schedules or Exhibits the facts concern a claim constituting or other ancillary documents delivered challenging any material rights or assets of Sellers acquired by the Company pursuant to this Agreement for or seeking an injunction or other equitable relief against the period such representation Company, the Purchasers or warranty survives pursuant to Section 8.1(a)any of their affiliates, (ii) any failure by Purchasers and the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would shall be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed have separate counsel undertake the truth defense, compromise or settlement of such claim at the expense of and for the account and risk of Sellers, Sancxxx xxx Huizxxxx, xxbject to the right of Sellers, Sancxxx xxx Huizxxxx xx assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve liability for, or the amount of, money damages to be assessed against Purchasers or the Company’s , provided Sellers, Sancxxx xxx Huizxxxx xxxl not, without Purchaser's written consent (not to be unreasonably withheld) settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to Purchasers and the Sellers’ representations and warranties, thus Company a release from all liability in respect of such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at claim. No right or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided remedy conferred in this Section 8.2 will not paragraph is intended to be exclusive of or limit any other remedies right or remedy available, now or hereafter at law or in equity or otherwise, to the parties hereto. Any payments due to Purchasers or the Company under the terms of this paragraph 13.1 shall be made first from the escrow account specified in paragraph 6.3 above until the balance in the escrow account has been exhausted. Except as specified below, any balance in the escrow account (including any interest earned thereon) shall be distributed to Sellers on the first anniversary of the Closing. In the event that may prior to the first anniversary of the Closing, Purchasers have given notice to Sellers of an indemnification claim which remains outstanding on the first anniversary of the Closing, then until such claim is finally resolved, there shall continue to be available held in escrow an amount equal to Purchaserthe amount of the unresolved claim, and any excess escrow balance shall be distributed to the Sellers on the first anniversary of the Closing.

Indemnification by Sellers. Each Seller From and after the Closing (each an “Indemnifying Party”) agrees but subject to jointly the provisions of this ARTICLE 9), Sellers shall, on a joint and severallyseveral basis, indemnify and hold harmless the Purchaser from and against for any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) Losses suffered or incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) to the extent directly or indirectly (including, after the First Closing, by the Company) as a result of arising from (i) any inaccuracy or breach of a any representation or warranty of the Company Sellers or a Seller FPH contained hereinin this Agreement, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents certificate of Sellers delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)any instrument of transfer executed in connection herewith, or (ii) any failure by breach of any covenant of the Company Sellers or FPH contained in this Agreement or any Seller instrument of transfer executed in connection therewith. Notwithstanding the foregoing and notwithstanding anything herein or in any other agreement to perform or comply with any covenant contained hereinthe contrary, (x) no claims by Purchaser shall be so asserted, and the Sellers shall have no obligation to indemnify the Purchaser, unless and until the aggregate amount of all Losses of Purchaser indemnifiable hereunder exceeds on a cumulative basis an amount equal to $16,500,000, and then only to the extent of any such excess and (iiiy) the aggregate liability of the Sellers for Losses in respect of breaches and for indemnification under this Agreement shall in no event exceed $100,000,000 in the aggregate and Purchaser shall not assert any cash paid by Purchaser to holders of Company Shares claims for indemnification for Losses in excess of what such Shareholder of amount; provided that notwithstanding the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed foregoing, the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided limitations set forth in this Section 8.2 will sentence shall not apply to (A) any breach of any representation or warranty made by Sellers in SECTION 4B (Target Companies Equity Interests), SECTION 4C (Subsidiaries), the first sentence of SECTION 4D (Authorization), the last sentence of SECTION 4F(i) (Title to Timberlands Properties), SECTION 4F(iv) (Title to Timberlands Assets other than Timberlands Properties), SECTION 4J (ERISA), SECTION 4L (Taxes), SECTION 4M (Affiliate Transactions) and SECTION 4P (Brokerage) or (B) any breach of any covenant or agreement (I) set forth in SECTION 3B (other than SECTIONS 3B(i) and SECTION 3B(iv), for which the limitations on indemnification set forth in clauses (x) and (y) of this SECTION 9A shall be exclusive of applicable) or limit any other remedies that may be available to PurchaserSECTION 3F hereof or (II) which requires performance by the Sellers after the Closing Date.

Indemnification by Sellers. Each From and after Closing, each Seller (each an “Indemnifying Party”) agrees to jointly hereby severally defends, indemnifies and severally, indemnify and hold holds harmless Purchaser from and against any Share Purchase Agreement Buyer and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expensesof its Affiliates, and expenses all of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective members, shareholders, partners, officers, directors, employees, affiliates agents, representatives, attorneys, subsidiaries, successors and agents assigns (collectively, the “Purchaser Buyer Indemnitees”) directly from and against any and all Liabilities (whether or indirectly (including, after not relating to Third Party claims or incurred in the First Closing, by the Company) as a result investigation or defense of (i) any inaccuracy or breach of a representation or warranty of the Company same or a in asserting, presenting or enforcing any of their respective rights hereunder) caused by, arising from or attributable to or alleged to be caused by, arising from or attributable to (a) the Excluded Assets owned by such Seller (including the ownership, use and operation thereof), (b) the breach by such Seller of any of its representations or warranties contained herein, in the Disclosure Schedule Section 6.01 of this Agreement or in any agreements, Schedules certificate furnished by or Exhibits or other ancillary documents delivered pursuant to on behalf of such Seller in connection with this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)Agreement, (iic) the breach by such Seller of any failure by of its covenants or agreements contained in this Agreement, (d) the Company actions, suits or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Lossesproceedings, if any, would relate described in Schedule 6.01(f), (e) the continuing responsibility of such Seller under Section 2.04, and (f) the Retained Liabilities. In the event one or more Buyer Indemnitees is entitled to unresolved contingencies existing at indemnification from Sellers pursuant to the First Closingterms of this Section 12.03, which if resolved at and in such case the breach or before the First Closing would have led other Liability giving rise to such right to indemnification is not specific to a reduction particular Seller or a particular Seller’s interest in the Total ConsiderationAssets, the Parties acknowledge and agree that any such Liabilities with respect to such breach and/or indemnification shall be based on each Seller party’s proportionate share of the Assets (determined based on the same proportions as the Purchase Price, prior to any adjustment thereto, is distributed among Sellers as certified in writing by the Seller Representative). The remedies provided Notwithstanding anything to the contrary above, no Specified Affiliate of Buyer shall be entitled to indemnification for the matters described in this Section 8.2 will not be exclusive of items (a) or limit any other remedies that may be available to Purchaser(f) above.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to Sections 12.3 and 12.4, Sellers will jointly and severally, severally indemnify and hold Buyer harmless Purchaser from and against any Share Purchase Agreement and all claimsLosses to which Buyer becomes subject or which Buyer suffers or incurs, insofar as such Losses arise out of or result from (a) the Excluded Liabilities, (b) the inaccuracy of any representation or warranty of Sellers contained herein, (c) the breach of any covenant of Sellers contained herein, (d) subject to Sections 2.3.4 and 13.8, any Tax imposed upon either Seller or the Transferred Assets for any event or period through the Closing Date and (e) any failure to comply with any bulk transfer or similar law in connection with the transactions contemplated hereby or, subject to the provisions of Section 8.7, the imposition on Buyer of any liability or obligation of Sellers that are not Assumed Liabilities pursuant to any successor liability law. As used herein, "Losses" means losses, liabilities, claims, damages, deficiencies, costs and expenses, expenses (including reasonable attorneys’ ' fees and reasonable expensescosts of investigation), and expenses of investigation and defense (hereinafter individually whether or not involving a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of third party claim; provided that Losses shall not include (i) any inaccuracy multiple, punitive or breach of a representation or warranty of exemplary damages, except to the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)extent resulting from third party claims, (ii) consequential or special damages, except to the extent proximately resulting from any failure by inability to operate the Company Transferred Assets in a manner consistent with the Business, or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser matter to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered extent taken into this Agreement because it believed account on the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserStatement.

Indemnification by Sellers. Each From and after Initial Closing and, if the Option Closing occurs, the Option Closing, each Seller (each an “Indemnifying Party”) hereby releases and severally agrees to jointly and severallydefend, indemnify and hold harmless Purchaser Buyer, its members, shareholders, officers, directors, managers, employees, agents, representatives, parents, Affiliates, subsidiaries and successors (collectively, the “Buyer Indemnitees”) from and against any Share Purchase Agreement and all claimsLiabilities caused by, lossesarising from or attributable to (a) the Excluded Assets owned by such Seller or any Affiliate of such Seller, liabilities(b) the Initial Assets Retained Liabilities and, damagesif the Option Closing occurs, deficienciesthe Option Assets Retained Liabilities that are the obligation of such Seller, costs and expenses(c) the breach by such Seller of any of its representations, including reasonable attorneys’ fees and reasonable expenseswarranties, and expenses covenants or agreements contained in this Agreement (provided, that for purpose of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of (i) determining whether any inaccuracy or breach of a representation or warranty of Sellers that is qualified by Knowledge has been breached, each of Xxxxxxx and Xxxxxxx shall be deemed to have Knowledge of any matter of which RSP has Knowledge), it being acknowledged that each Seller’s representations and warranties in Article VI are given as of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered date of this Agreement and pursuant to this Agreement for the period such representation or warranty survives certificates delivered at the Initial Closing pursuant to Section 8.1(a8.02(a)(i) and the Option Closing pursuant to Section 8.02(a)(ii), (iid) any failure by the Company actions, suits or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Lossesproceedings, if any, would relate to unresolved contingencies existing at described in Schedule 6.01(f), (e) the First Closingcontinuing responsibility of such Seller under Section 2.04 (Revenues and Expenses), which if resolved at or before (f) the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive payment of or limit failure to pay Working Interests, royalties, overriding royalties or other interest owners revenues or proceeds attributable to sales of Hydrocarbons relating to the Leases and/or Xxxxx prior to the Effective Time, other than with respect to the Suspense Accounts, and (g) with respect to RSP only, all Liabilities and obligations related to or arising out any event, dispute, circumstance or other remedies that may be available matter between RSP and ACTOIL, including the RSP NPI Conveyance, the NPI Purchase Agreement, or any failure by ACTOIL to Purchaserconvey the RSP Net Profits Interest to Buyer.

Indemnification by Sellers. Each Systemax and each Seller (each an “Indemnifying Party”) agrees to shall, jointly and severally, indemnify indemnify, defend and hold harmless Purchaser and its Representatives (collectively, the “Purchaser Indemnified Persons”) from and against any Share Purchase Agreement and all claimsDamages (collectively, losses“Purchaser Damages”) (with respect to subparts (a) through (e) below, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenseswhether or not involving a third party claim, and expenses of investigation with respect to subparts (f) and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaserg), its Parent and their respective officerssolely with respect to third party claims), directorsarising out of, employees, affiliates and agents relating to or resulting from (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of (ia) any breach or inaccuracy or breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule this Agreement or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to Transaction Agreement; (b) any breach of a covenant of a Seller contained in this Agreement for the period such representation or warranty survives pursuant in any other Transaction Agreement; (c) Excluded Assets, Excluded Business or Excluded Liabilities (and Sellers’ failure to Section 8.1(asatisfy any Excluded Liability), ; (iid) any failure noncompliance with applicable bulk sales or fraudulent transfer Legal Requirements in connection with the Transaction (it being understood that the Sellers shall not be responsible for Damages incurred by the Company or any Seller Purchaser by reason of the Purchaser’s failure to satisfy, discharge, perform or comply with any covenant contained herein, and fulfill the Assumed Liabilities); (iiie) any cash Purchaser Damages arising out of Purchaser’s failure to deduct or withhold any Taxes from any amount paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into was required to deduct and withhold under any applicable Legal Requirement; (f) any claim related to wages, Taxes, employment matters, benefits or similar claims that arise out of or connection with Sellers’ offering or payment of compensation or any other acts or omissions of Sellers related to matters described in Section 9.2; and (g) any claim for any violation by Sellers of that certain Assurance for Voluntary Compliance, dated September 2015, by and among Systemax, TigerDirect, Inc. and the State of Florida; provided that for purposes of determining whether any breach or inaccuracy in any representations, warranties or covenants has occurred and for the purposes of calculating Purchaser Damages resulting therefrom (but not for purposes of determining satisfaction of closing conditions pursuant to ARTICLE 3 hereof), the representations and warranties in this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may Transaction Agreement shall be available deemed to Purchaserhave been made without any qualifications as to materiality and, accordingly, all references herein and therein to “material,” “in all material respects,” “Material Adverse Effect” and similar qualifications as to materiality shall be deemed to be deleted therefrom.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”a) agrees Except with respect to jointly Pre-Closing Environmental Liabilities (which are exclusively the subject of Section 8.4) and severally, indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expensesProduct Liability Claims (which are exclusively the subject of Section 8.5), and expenses subject to all applicable terms and conditions of investigation this Article VIII, Sellers hereby agree to indemnify Purchaser and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent affiliates and their respective officers, directors, employees, affiliates stockholders, partners, members, agents, and agents Representatives (collectively, the “Purchaser IndemniteesGroup”) directly against, and agrees to hold them harmless from, any loss, liability, claim, damage or indirectly reasonable expense (includingcollectively, after the First Closing, by the Company“Losses”) as a result incurred to the extent arising from, relating to or otherwise in respect of (i) any inaccuracy or breach of a any representation or warranty of the Company or a Seller Sellers contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement (determined for the period purposes of only this Article VIII without reference to any qualification in such representation or warranty survives pursuant to Section 8.1(aof materiality or Material Adverse Effect), (ii) any failure by the Company or any Seller to perform or comply with breach of any covenant of Sellers contained hereinin this Agreement, and (iii) any cash paid by Excluded Liabilities (other than Pre-Closing Environmental Liabilities and Product Liability Claims, which are exclusively the subject of Sections 8.4 and 8.5, respectively) or (iv) any claim or Suit alleging that a Person other than the Purchaser Group is the owner of the Acquired GP Owned Computer Software or that a Person other than Sellers is the owner of the Included GP Owned Computer Software (or any part or portion thereof) or otherwise challenging or contesting the Purchaser’s Group sole and exclusive ownership of the Acquired GP Owned Computer Software or the right of the Purchaser Group to holders use the Included GP Owned Computer Software (or any part or portion thereof); provided, however, that Sellers shall not have any liability under clause (i) of Company Shares this Section 8.1 unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceed, on a cumulative basis, an amount equal to $7 million (the “Deductible”), in which case Sellers shall only be liable under clause (i) of this Section 8.1 for the amount of such excess over such Deductible, up to a maximum total liability of Sellers under clause (i) of this Section 8.1 of fifteen percent (15%) of the Purchase Price (not including any amounts excluded under the Deductible) (the “Cap”); provided, however, that no claim for Losses may be made, and no Losses shall be applied against the Deductible, for any claim that is not in excess of what such Shareholder $80,000; and provided, further, that the Deductible and the Cap shall not limit the Purchaser Group’s right to indemnification for any breach of any covenant in the Company would Agreement, for any claim or Suit described in clause (iii) of this Section 8.1 or for Excluded Liabilities (including, without limitation, Pre-Closing Environmental Liabilities and Product Liability Claims). Notwithstanding the foregoing, neither Purchaser nor any other Person shall be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into indemnification under this Agreement because it believed Section 8.1 for any Losses to the truth of the Company’s and the Sellers’ representations and warranties, thus extent such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to Losses are reflected as a reduction liability in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive calculation of or limit any other remedies that may be available to PurchaserClosing Working Capital on the Final Working Capital Statement.

Indemnification by Sellers. Each Seller From and after the Effective Time (each an “Indemnifying Party”but subject to Section 8.01(a)), the Parent Indemnitees may seek indemnification to the fullest extent permitted by law solely from the Stock Escrow Fund (as defined in the Escrow Agreement) agrees to jointly and severally, indemnify and hold harmless Purchaser from and against for any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) Damages that are suffered or incurred by Purchaser, its any of the Parent Indemnitees or to which any of the Parent Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly which arise from or indirectly (including, after the First Closing, by the Company) as a result of of: (ia) any inaccuracy in, or breach of a of, any representation or warranty of set forth in Section 3.01 or in the Company or a Seller contained hereinTarget Companies Closing Certificate, in the Disclosure Schedule or in case of any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to qualified by "material adverse effect," or any material inaccuracy in, or breach of, any representation or warranty set forth in Section 8.1(a)3.01 or in the Target Company Closing Certificate, in the case of any representation or warranty not qualified by "material adverse effect"; (iib) any failure by the Company or any Seller to perform or comply with breach of any covenant contained herein, and or obligation of the Target Companies; or (iiic) the exercise by any cash paid by Purchaser to holders holder of Company Shares Target Companies Common Stock of such holder's appraisal rights under Section 262 of the DGCL which results in such Dissenting Stockholder receiving an amount per share in excess of what such Shareholder the Merger Consideration per share of Target Companies Common Stock (in which case the Company would Parent Indemnitees shall be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth difference between (A) the amount paid to such Dissenting Stockholder pursuant to the appraisal proceedings and (B) the product of (1) the Company’s Merger Consideration per share of Target Companies Common Stock and (2) the Sellers’ representations and warranties, thus total number of Dissenting Shares subject to such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaserappraisal proceedings).

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to jointly and severallyseverally covenants and agrees that it will indemnify, indemnify defend and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by the Purchaser, its Parent the Company and their respective managers, officers, directors, members, employees, affiliates agents, representatives and agents Affiliates (collectively, the “Purchaser IndemniteesIndemnified Parties”) from and against all Losses arising directly or indirectly (includingfrom, after the First Closing, by the Company) as a result of or in connection with (i) any inaccuracy or breach of a representation or warranty the representations and warranties of Sellers that by their terms survive the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)Closing, (ii) any failure breach by Sellers of the Surviving Covenants. In respect of the indemnification obligation set forth in the immediately preceding sentence, (x) no Seller shall be liable for any other Seller’s breach of Section 4(d) or the Seller’s Closing Certificate delivered by any other Seller, or for fraud committed by any other Seller, (y) the liability of each Seller for all Losses hereunder shall be limited to the amount labeled “Distribution Amount” on Exhibit A for each Seller (subject to adjustment to the Aggregate Purchase Price pursuant to Section 2(c)) and (z) the liability of each Seller for all Losses hereunder shall be limited to the amount of such Losses multiplied by such Seller’s Sharing Ratio. Any claim for indemnification pursuant to this Section 13(b) based on the breach of a representation, warranty or Surviving Covenant that survives the Closing for a finite period must be asserted by the Company Purchaser or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by a Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at Indemnified Party on or before the First Closing would have led expiration of such finite period for such claim to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaserenforceable.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to jointly the conditions and severallyprovisions of SECTION 12.4, indemnify Sellers agree to indemnify, defend and hold harmless Purchaser Buyer and Buyer's respective directors, officers, managers and employees ("Buyer Indemnified Parties") from and against and in respect of any Share Purchase Agreement and all claimsLosses, lossesasserted against, liabilitiesresulting to, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) imposed upon or incurred by Purchaserthe Buyer Indemnified Parties, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closingindirectly, by the Company) as a result reason of or resulting from (ia) any inaccuracy liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of a representation the warranties of Sellers contained in or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered made pursuant to this Agreement for the period such representation any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or warranty survives undertakings of Sellers contained in or made pursuant to Section 8.1(a), any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (iid) any failure employment related practices, policies, Contracts, decisions, actions or omissions by the Company Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Seller to perform or comply with any covenant contained herein, and Affiliate of Sellers or; (iiie) any cash paid breach by Purchaser Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge SECTION 2.6(B) (III) or (y) any Additional Agreement that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaserconstitutes an Assumed Liability.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”a) agrees Subject to jointly the terms and severallyconditions of this Article XI and except as set forth on Schedule 11.2, indemnify from and after the Effective Time, Sellers shall indemnify, defend and hold harmless Purchaser from harmless, solely out of the Indemnification Escrow Amount, Buyer and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, Buyer’s Affiliates (including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officerswithout limitation the Company Entities after the Closing), directors, officers, employees, affiliates agents, and agents stockholders and successors and assigns (collectively, “Purchaser Buyer Indemnitees”) directly from any and all Losses incurred by such Persons arising out of or indirectly (including, after the First Closing, by the Company) as a result of relating to or resulting from: (i) any inaccuracy or breach of a any representation or warranty of the Company contained in this Agreement or a Seller contained herein, in the Disclosure Schedule any certificate delivered by or in any agreements, Schedules or Exhibits or other ancillary documents delivered on behalf of Company pursuant to Sections 7.1 and 7.2 (A) on and as of the date of this Agreement for with the period same effect as though made on and as of the date of this Agreement (other than any such representation or warranty survives pursuant to Section 8.1(athat speaks as of a specific date or time other than the date of this Agreement), (B) on and as of the Closing Date with the same effect as though made on and as of the Closing Date (other than any such representation or warranty that speaks as of a specific date or time other than the date of this Agreement or the Closing Date), or (C) on and as of the date or time when made, in the case of any representation or warranty that speaks as of a specific date or time other than the date of this Agreement or the Closing Date, (ii) any failure breach by the Company of any covenant or agreement to be performed by it (or any Seller other Company Entity) pursuant to perform or comply with any covenant contained hereinthis Agreement, and other than Post-Closing Obligations, (iii) any cash paid breach by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and and/or the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at Representative after the First Closing, which if resolved at or before the First of any of their respective Post-Closing would have led Obligations, (iv) any and all income Taxes imposed on any Company Entity attributable to any Pre-Closing Tax Period, (v) any and all Taxes imposed on any Company Entity attributable to any position subject to a reduction in Tax Opinion Indemnification, and (vi) the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available matters set forth on Schedule 11.2(a)(vi) (subject to Purchaserthe limitations set forth therein).

Indemnification by Sellers. Each Seller After the Closing, Westway Group shall (a) indemnify Buyer, any Company, any Company Subsidiary or any of their respective Affiliates (each an a “Indemnifying Buyer Indemnified Party”) agrees to jointly against, and severally, indemnify and shall hold each Buyer Indemnified Party harmless Purchaser from and against against, any Share Purchase Agreement and all claimsLosses incurred or sustained by, lossesor imposed upon, liabilitiesany Buyer Indemnified Party based upon, damages, deficiencies, costs arising out of or with respect to (i) the business of Westway Group and expensesits Subsidiaries other than the Companies and the Company Subsidiaries, including reasonable attorneys’ fees any liability relating to or arising from the Seller’s Terminals Business or (ii) the Excluded Canadian Assets and reasonable expensesExcluded Canadian Liabilities, and expenses in each case regardless of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly whether the event giving effect to any such Losses occurred before or indirectly (including, after the First ClosingClosing and (b) pay to Buyer the Seller Additional Taxes, by if any, promptly following determination of the CompanyNotional Tax Amount in the Notional 2012 Tax Returns pursuant to Section 5.4(h) of this Agreement. For the purposes of clarity, Losses subject to indemnification under this Section 8.2 shall include any liability for the Taxes of the Companies and the Company Subsidiaries arising as a result of their having been a member of an affiliated, consolidated, combined or unitary group (or other group under comparable non-U.S. laws) in respect of which any of Westway Group or its Subsidiaries was also a member (but other than any such group comprising only the Companies and the Company Subsidiaries). In the event any Tax Return filed with a Governmental Entity reflects a deduction for In-the-Money Warrants, (i) any inaccuracy or breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period Notional Tax Amount shall be promptly recalculated reflecting such representation or warranty survives pursuant to Section 8.1(a), deductions and (ii) any failure by the Company or any Seller Westway Group shall pay to perform or comply with any covenant contained herein, and Buyer within ten (iii10) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder days of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed filing of such Tax Return the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, amount (if any, would relate to unresolved contingencies existing at ) by which the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserNotional Tax Amount was reduced.

Indemnification by Sellers. Each Seller (Subject to the provisions of this ARTICLE XII, each an “Indemnifying Party”) Seller, individually, and not jointly or severally, agrees to jointly and severallyindemnify, indemnify defend and hold harmless Purchaser from and against any Share Purchase Agreement and all claimsits Affiliates, lossesparents, liabilitiesstockholders, damagessubsidiaries, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates agents, successors and agents assigns (such indemnified Persons are collectively hereinafter referred to as “Purchaser IndemniteesIndemnified Persons”), harmless from and against any and all Losses that any Purchaser Indemnified Person may suffer, sustain, incur or become subject to arising out of or due to: (a) directly the non-fulfillment of any covenant, undertaking, agreement or indirectly other obligation of such Seller under this Agreement, any Schedule hereto or any of the other Transaction Documents; (includingb) any action taken by such Seller prior to the Closing in connection with the Assets and/or the use of such Assets prior to the Closing Date, after or the First operations of such Seller prior to and subsequent to Closing (except in connection with the operation of the Assets post-Closing); (c) relating to the Liabilities of such Seller not expressly assumed hereunder; or (d) the breach of any representation, by warranty or covenant of such Seller in this Agreement or any Transaction Document to which the Company) as Seller is a result party and the Seller Representative shall defend and hold each Purchaser Indemnified Person harmless from and against any Losses that any Purchaser Indemnified Person may suffer, sustain, incur or become subject to arising out of or due to any environmental Claims or Liabilities (i) any inaccuracy associated with the Assets or breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) arising from any act or omission by any Seller or the failure by the Company or of any Seller to perform or comply with any covenant contained herein, Environmental Law in connection with the Assets (collectively (i) and (iii) any cash paid ii), the “Environmental Liabilities”), relating to or dating back to the period or periods that each Seller owned and/or had legal title to the Assets which are subject to the applicable Loss (the “Seller Ownership Period”). “Losses” as used in this ARTICLE XII are not limited to matters asserted by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warrantiesthird parties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at but includes Losses incurred or before the First Closing would have led to a reduction sustained in the Total Considerationabsence of third party Claims. The remedies provided in Payment is not a condition precedent to recovery of indemnification for Losses. Each Seller’s indemnification obligations under this Section 8.2 will not 12.1 shall be exclusive limited to the aggregate amount of consideration (including Cash Consideration, Common Shares and Preferred Shares, as applicable) which such Seller received upon Closing or limit any other remedies that may be available to Purchaserwould receive had the Closing occurred, as applicable (as applicable, the “Seller Cap”).

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Sellers agree to jointly and severally, severally indemnify and hold harmless Purchaser from the Company and each Underwriter, if any, and each of their respective directors and officers (including each officer and director of the Company who signed the Registration Statement), and each other Person, if any, who controls the Company or any Underwriter within the meaning of the Securities Act, against any Share Purchase Agreement and all claimsloss, liability, claim, damage and expense described in the indemnity contained in Section 7(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information regarding Sellers furnished in writing to the Company by Sellers specifically for inclusion in such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that Sellers shall not be obligated to provide such indemnity to the extent that such losses, liabilities, claims, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaserresult, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (includingindirectly, after from the First Closing, by the Company) as a result of (i) any inaccuracy or breach of a representation or warranty failure of the Company to promptly amend or a Seller contained hereintake action to correct or supplement any such Registration Statement, Prospectus, amendment or supplement based on corrected or supplemental information promptly provided in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant writing by Sellers to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company for such purpose and the Company thereafter fails to furnish to Sellers or any Seller the Underwriter, as the case may be, such Prospectus as so amended or supplemented within a reasonable period of time, the number of copies of such amended or supplemented Prospectus requested by Sellers or the Underwriter, as the case may be, prior to perform or comply concurrently with any covenant contained hereinthe sale by Sellers or the Underwriter, as the case may be, of the Eligible Common Stock to the person asserting such loss, liability, claim, damage or expense. This indemnity shall be in addition to, and (iii) not in lieu of any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The liability that Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaserotherwise have.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to Sellers and the Principals jointly and severally, severally hereby agree to indemnify Buyer against and hold it harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, costs, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, claims and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after without limitation, reasonable attorneys fees and expenses incurred by Buyer in any action or proceeding between Buyer and Sellers and/or the First Closing, Principals or between Buyer and any third party or otherwise) ("Damages") which Buyer may sustain at any time by the Company) as a result reason of (i) noncompliance with any inaccuracy applicable bulk sales or breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)transfer law, (ii) any failure by the Company liability or any Seller contract of, or claim against, Sellers, whether contingent or absolute, direct or indirect, known or unknown, matured or unmatured (including but not limited to perform or comply with any covenant contained hereinliabilities for taxes), and except for Assumed Liabilities, (iii) any cash paid by Purchaser liability or claim arising in any way from any service rendered, or action taken by, or relating to holders the operations of, Sellers prior to the Closing Date, except for the Assumed Liabilities, (iv) any liability or claim under any environmental laws relating to any event, action or failure to act which occurred prior to the Closing Date, or (v) the breach or inaccuracy of Company Shares in excess of what such Shareholder or failure to comply with any of the Company would warranties, representations, conditions, covenants or agreements of Sellers or the Principals contained in this Agreement (except as waived pursuant to this Agreement). Buyer shall have the right to set- off and deduct any Damages incurred by it under this Agreement from any payments required to be entitled made by Buyer under any obligation of Buyer to receive hereunderSellers. The Sellers acknowledge and the Principals shall not have any liability to indemnify the Buyer except to the extent that Purchaser entered into this Agreement because it believed the truth aggregate amount of Damages exceeds $50,000 (exclusive of attorneys fees) and in no event shall Sellers or the Principals have any liabilities for any Damages which exceed the amount of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserPurchase Price.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”a) agrees From and after the Closing (but subject to the provisions of this Article 7), Sellers shall, jointly and severally, defend and indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by PurchaserBuyer, its Parent Affiliates and their respective successors and permitted assigns, and the respective members, officers, employees, directors, employeesmanagers, affiliates agents of each of the foregoing and agents each of their heirs and personal representatives (collectively, “Purchaser IndemniteesBuyer Indemnified Parties”) directly against, and hold Buyer Indemnified Parties harmless from and against, and pay to the applicable Buyer Indemnified Parties the amount of, any and all Losses which any Buyer Indemnified Party may suffer, sustain or indirectly (includingbecome subject to, after the First Closing, by the Company) as a result of of, in connection with, or relating to: (i) any inaccuracy or a breach of a any representation or warranty (without giving effect to materiality, Material Adverse Effect or similar phrases in each of such representations and warranties) of Sellers contained in Article 3; (ii) any breach or violation by Sellers or the Principals of any covenant or agreement of Sellers or the Principals contained in this Agreement; (iii) any Excluded Asset; or (iv) any Excluded Liability. All payments made pursuant to this Section 7.03 shall, to the extent permitted by Applicable Law, be deemed to be adjustments for Tax purposes to the aggregate purchase price paid by Buyer for the Purchased Assets pursuant to Article 1 hereof. Except (y) in the case of fraud and (z) actions seeking specific performance or similar equitable relief pursuant to Section 9.14, including with respect to any breach of the Company covenants or a Seller agreements contained hereinin Section 5.01 (Confidentiality) or Section 5.02 (Non-Competition and Non-Solicitation), recovery pursuant to this Section 7.03 constitutes Buyer Indemnified Parties’ sole and exclusive remedy for any and all Losses or other claims relating to or arising from this Agreement or in connection with the transactions contemplated hereby, including in any Section of the Disclosure Schedule or in any agreementscertificate delivered hereunder. For the avoidance of doubt, Schedules or Exhibits or this subsection (and this Agreement) shall not limit any Buyer Indemnified Parties’ remedies under the other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company Transaction Documents or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaseragreement.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to Sellers shall, jointly and severally, indemnify indemnify, defend, protect and hold harmless Purchaser REI, each of subsidiary of REI, and each of their respective successors and assigns and each of their respective directors, officers, employees, agents and affiliates (each an "REI Indemnified Party"), at all times from and after the date of this Agreement against any Share Purchase Agreement and all claims, losses, liabilitiesclaims, damages, deficienciesactions, suits, proceedings, demands, assessments, adjustments, costs and expensesexpenses ("Losses") (including specifically, including but without limitation, reasonable attorneys’ ' fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”"Legal Expenses")) incurred by Purchaserbased upon, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly resulting from or indirectly (including, after the First Closing, by the Company) as a result arising out of (i) any inaccuracy or breach of a any representation or warranty of PacSoft or Sellers contained in or made in connection with this Agreement, and (ii) the Company breach by PacSoft or a Seller contained hereinSellers of, in or the Disclosure Schedule failure by PacSoft or in Sellers to observe, any agreements, Schedules or Exhibits of their respective covenants or other ancillary documents delivered agreements contained in or made in connection with this Agreement. Indemnification by REI. REI shall indemnify, defend, protect and hold harmless Sellers (each a "Seller Indemnified Party"), at all times from and after the date of this Agreement against all Losses based upon, resulting from or arising out of (i) any inaccuracy or breach of any representation or warranty of REI contained in or made in connection with this Agreement, and (ii) the breach by REI of, or the failure by REI to observe, any of its covenants or other agreements contained in or made in connection with this Agreement. Adjustments to Indemnification Payments. Any payment made to any REI Indemnified Party or any Seller Indemnified Party (each, an "indemnified party") pursuant to this Agreement Section 7 in respect of any claim will be net of any insurance proceeds realized by and paid to the indemnified party in respect of any such claim. The indemnified party will use its reasonable efforts to make insurance claims relating to any claim for the period such representation or warranty survives which it is seeking indemnification pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 7; provided, however, that the indemnified party will not be exclusive obligated to make such an insurance claim if the indemnified party in its reasonable judgment believes the cost of pursuing such an insurance claim, together with any corresponding increase in insurance premiums or limit any other remedies that may be available chargebacks to Purchaserthe indemnified party, would exceed the value of the claim for which the indemnified party is seeking indemnification.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to From and after the Closing Date, Sellers shall, jointly and severally, indemnify and indemnify, hold harmless and defend Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates agents, representatives and agents Affiliates (collectively, the “Purchaser Indemnified Parties”) from and against all damages, losses, obligations and liabilities, including reasonable legal fees and expenses (“Purchaser IndemniteesLosses”) ), directly or indirectly (including, after the First Closing, by the Company) as a result arising out of (i) any inaccuracy actions, suits, proceedings or breach of a representation or warranty of investigations commenced prior to the Company or a Seller contained herein, in Closing Date relating to operations at the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)Savings Bank, (ii) any failure actions, suits, proceedings or investigations commenced on or after the Closing Date but which relate to operations at the Savings Bank prior to the Closing Date, to the extent not specifically assumed or subject to an indemnity by Purchaser under the Company terms of this Agreement or any Seller to perform or comply with any covenant contained herein, and (iii) the Excluded Liabilities. Sellers agree further to defend, indemnify, and hold harmless Purchaser against all Losses from any cash paid breach of any covenant or agreement, representation or warranty made by Sellers in this Agreement or in any certificate delivered to Purchaser hereunder. Purchaser will give Sellers written notice of a threatened or pending claim within thirty (30) calendar days (except in the case where Purchaser’s first notice is its receipt of a complaint in which case such time for giving notice shall be fifteen (15) calendar days of its learning about such threatened or pending claim), together with a statement of facts known to holders of Company Shares it regarding such threatened or pending claim; provided, however, that failure to so notify Sellers shall not preclude Purchaser from any indemnification that it may claim in excess of what accordance with this Article IX except to the extent that Sellers are materially prejudiced thereby. Sellers will then have twenty (20) calendar days from the date they received such Shareholder notice to investigate the threatened or pending claim and determine whether they will elect to assume the defense of the Company matter involving such threatened or pending claim. If they so elect, Sellers will be entitled to conduct the defense with counsel of their choice reasonably acceptable to Purchaser, and shall be given Purchaser’s full cooperation and assistance in maintaining said defense. Purchaser may participate, at its own expense, in the defense of such claim; provided, however, that Purchaser shall be entitled to participate in such defense with separate counsel at Sellers’ expense if (A) so requested by Sellers to participate, (B) if Purchaser determines in good faith that there is a reasonable probability that a proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to receive full indemnification under this Agreement, (C) the claim is a criminal proceeding or (D) in the opinion of counsel to Purchaser, a conflict or potential conflict exists between the Sellers and Purchaser that would make such separate representation advisable. Sellers must acknowledge in writing to the Purchaser that they are obligated to indemnify the Purchaser with respect to such claim to the extent provided hereunder, and must maintain the defense actively and diligently in order to preserve their rights to conduct the defense. Sellers shall not be liable for any amounts in settlement of a claim or action as described above if such settlement is effected without Sellers’ written consent, which consent shall not be unreasonably withheld. Sellers must satisfy any indemnification obligations hereunder by payment directly to Purchaser in cash. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth representations, covenants and obligations of the Company’s Sellers, and the Sellers’ representations rights and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available exercised by Purchaser based on such representations, covenants and obligations, will not be limited or affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to, the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. It is understood that the obligations of Sellers under this paragraph shall survive the Closing Date. Sellers shall have no indemnification obligation to PurchaserPurchaser for breaches of the representations and warranties of Sellers set forth in Article II of this Agreement (other than with respect to Fundamental Representations (as defined in Section 10.05), as to which this sentence shall not apply) unless and until the total amount of all Sellers’ indemnification obligations shall exceed Fifty Thousand Dollars ($50,000), and then only to the extent of the amount of such excess. The aggregate indemnification liability of Sellers for breaches of the representations and warranties of Sellers set forth in Article II of this Agreement (other than with respect to Fundamental Representations and acts or omissions constituting fraud or intentional misconduct, as to which this sentence shall not apply) shall not exceed Five Hundred Fifty Thousand Dollars ($550,000). For purposes of determining the failure of any representations or warranties to be true and correct, the breach of any covenants or agreements, and calculating Losses hereunder any materiality qualifications in the representations, warranties, covenants and agreements shall be disregarded.

Indemnification by Sellers. Each Seller (each an “Indemnifying a) Parent shall indemnify Purchaser, and any assignees of Purchaser contemplated by Section 13.8, their officers, directors, employees and agents, and their respective successors and assigns (individually, a "Purchaser Party”," collectively, the "Purchaser Parties") agrees to jointly and severally, indemnify and hold each of them harmless Purchaser from and against any Share Purchase Agreement and all damages, (exclusive of consequential damages which would not be reasonably foreseeable), claims, lossescauses of action, liabilities, damages, deficiencies, costs losses and expenses, including reasonable attorneys’ ' fees and reasonable expensesexpenses (collectively, and expenses "Indemnifiable Losses"), incurred in connection with or arising from any one or more of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of following: (i) any inaccuracy nonfulfillment or breach by any Seller of a any of its agreements or covenants in this Agreement (including, without limitation, the covenants set forth in Sections 2.7(b) and 2.8(b)); (ii) any breach of any warranty or the inaccuracy of any representation or warranty of the Company or a any Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform certificate or comply with Schedule delivered by or on behalf of any covenant contained herein, and Seller; (iii) any cash paid obligation or liability which is not one of the Assumed Liabilities; (iv) any treatment, storage or disposal of any Hazardous Materials, or the arranging therefor, by any Seller which occurred prior to the Closing; (v) the presence on, or any discharge into the environment of any Hazardous Material from any Industrial Tires Real Estate or Leased Real Estate which occurred prior to Closing; (vi) the failure by any Seller and Purchaser to holders comply with any applicable bulk sales statutes; or (vii) the operation of Company Shares the Business on or prior to the Closing Date; PROVIDED, HOWEVER, THAT except as provided in Section 12.1(g), (A) a Purchaser Party shall not be entitled to make a claim for indemnification under this Section 12.1(a) until Indemnifiable Losses in the aggregate equal or exceed the Deductible Amount (other than for Indemnifiable Losses resulting from (1) a breach of a warranty or inaccuracy of a representation set forth in Section 5.7(a) or 6.7(a), or (2) any of the matters covered by Section 12.1(a)(i), but only to the extent any such matter relates to any of the covenants contained in Section 2.7(b) or Sections 11.1 through and including 11.7 of this Agreement, or (3) any of the matters covered by Section 12.1(a)(iii), but only to the extent any such matter relates to any Tax matters referred to in Section 2.5(b)(i) or (x), as to which the Deductible Amount shall not apply) and (B) once satisfied, Parent shall indemnify a Purchaser Party only for Indemnifiable Losses in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserDeductible Amount.

Indemnification by Sellers. Each Subject to the terms and conditions of this Article VIII, Seller (each an “Indemnifying Party”) agrees to jointly and severally, indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaserthe Buyer, its Parent and their respective officers, directors, employeesshareholders and Affiliates and the successors and assigns of each of them (the party or parties being indemnified collectively referred to herein as the "Buyer" Indemnified Party") from and against each and every demand, affiliates claim, loss, liability, damages, cost and agents expense (“Purchaser Indemnitees”including, without limitation, interest, penalties, and reasonable attorneys' fees and disbursements) (collectively, "Losses") imposed upon or incurred by the Buyer Indemnified Party, directly or indirectly (including, after the First Closing, by the Company) as a result resulting from or arising out of (i) any inaccuracy or breach of a any representation or warranty of the Company or a Seller contained herein, herein and any actual or threatened action or proceeding in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)connection therewith, (ii) any failure by the Company or any Seller to perform or comply with any covenant or other agreement of Seller contained hereinherein and any actual or threatened action or proceeding in connection therewith, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder claim or demand for commission or other compensation arising out of the Company would transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto, or (iv) any liability or obligation not assumed by Buyer pursuant to receive hereunderSection 2.3. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate Each matter for which Seller has agreed to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led provide indemnification pursuant to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available 8.1 is hereinafter referred to Purchaserindividually as a "Claim" and collectively as the "Claims."

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to the conditions and provisions of Section 14.5, Sellers agree, jointly and severally, indemnify to indemnify, defend and hold harmless Purchaser Buyer and Avanitum US from and against any Share Purchase Agreement and all demands, claims, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, liabilities, damages, deficienciesliabilities, costs and expenses, including including, but not limited to, interest, penalties and reasonable attorneys’ ' fees and reasonable expensesdisbursements, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) asserted against, imposed upon or incurred by PurchaserBuyer and Avantium US, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closingindirectly, by the Company) as a result reason of or resulting from (ia) any inaccuracy liability or obligation of or claim against Sellers (whether absolute, accrued, contingent or otherwise and whether a contractual, tax or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to Section 2.4, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the VirtualPlant Division during the period prior to the Closing Date; (b) any misrepresentation or breach of a representation the representations and warranties of Sellers contained in or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered made pursuant to this Agreement for the period such representation or warranty survives any other Seller Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to Section 8.1(a), this Agreement or any other Seller Document; (iid) obligations to former GSE Systems employees due upon termination of employment with GSE Systems and its subsidiaries or otherwise in the nature of severance; (e) any failure matter giving rise to indemnity obligations by Seller under the Company or any Seller to perform or comply with any covenant contained herein, UK Asset Purchase Agreement; and (iiif) any cash paid amounts due to Dr. Alan Wright and Ms. Bramfitt frxx Xxxxxxx xx any afxxxxxxx xx Xellers. In the event of any indemnification of Buyer and Avantium US pursuant to this Section14.2, Buyer and Avantium US shall be entitled, in addition to their rights and remedies at law or in equity, to deduct the amount of such indemnification from any payment made by Purchaser to holders of Company Shares Buyer and Avantium US in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into connection with this Agreement because it believed or the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchasertransactions contemplated hereby.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”a) agrees to jointly and severallySellers shall indemnify, indemnify save and hold harmless Purchaser Buyer, its Affiliates and their respective Representatives from and against any Share Purchase Agreement and all claimscosts, losses, liabilitiesTaxes, Liabilities, obligations, damages, lawsuits, judgments, settlements, awards, deficiencies, claims, demands, expenses (including reasonable costs of investigation and expenses, including reasonable attorneys’ fees and reasonable expenses), interest, fines, penalties, costs of mitigation, and expenses of investigation and defense other losses actually paid to third parties (hereinafter individually a herein, “Loss” and collectively “LossesDamages”) ), incurred by Purchaserin connection with, its Parent and their respective officersarising out of, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly resulting from or indirectly (including, after the First Closing, by the Company) as a result of incident to (i) any inaccuracy or breach of a representation or warranty of the Company or a any Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), Agreement; (ii) any failure by the Company or breach of any covenant of any Seller to perform or comply with any covenant contained herein, and in this Agreement; (iii) the Ancillary Agreements; (iv) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder Excluded Asset or Excluded Liability; or (v) any claim related to, or any Action or Order resulting from, any matter described on Section 3.11(b) of the Company would Seller Disclosure Schedule and attributable to any AMMS Product sold on or after to the Closing Date regardless of how such Damages may arise (whether by joinder or otherwise). For the avoidance of doubt, in no case shall this Section 6.2 be entitled applicable for any Damages arising out of or related to receive hereunderAssumed Liabilities. The Sellers acknowledge that Purchaser entered into term “Damages” as used in this Agreement because it believed Article VI is not limited to matters asserted by third parties against any Seller or Buyer, but includes Damages incurred or sustained by any Seller or Buyer in the truth absence of the Company’s and the third party claims. Payments by Buyer of amounts for which Buyer is indemnified hereunder shall not be a condition precedent to recovery. Sellers’ representations and warranties, thus such Losses, if any, would relate obligation to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will indemnify Buyer shall not be exclusive of or limit any other remedies that rights, including without limitation rights of contribution, which any Party may be available to Purchaserhave under statute or common Law.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”i) agrees to Sellers acting jointly and severally, severally (solidairement and conjointement) shall indemnify and hold harmless Purchaser from and against its directors, officers, shareholders, and employees (collectively, the “Purchaser Indemnified Persons”), and will reimburse the Purchaser Indemnified Persons, and if Purchaser so wishes the Company, for, any Share Purchase Agreement loss, liability, claim, damage or expense (including reasonable costs of investigation and all claims, losses, liabilities, damages, deficiencies, costs defense and expenses, including reasonable attorneys’ fees and reasonable expenses) (collectively, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaserarising or resulting from or in connection with any inaccuracy or breach of any representation or warranty of Sellers set forth in Section 5 of this Agreement. (ii) Sellers acting jointly and severally (solidairement and conjointement) shall indemnify and hold harmless the Purchaser Indemnified Persons, its Parent and their respective officerswill reimburse the Purchaser Indemnified Persons for, directors, employees, affiliates and agents any Losses arising or resulting from or in connection with any of the following: (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of (iA) any inaccuracy or breach of a any representation or warranty of Sellers set forth in Section 6 of this Agreement; (B) any breach of any covenant or obligation of Sellers in this Agreement or any Transaction Document (other than the covenants set forth in Section 11). (C) any claim by any person for payment of any fees or expenses incurred by the Company in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby (other than any claim for such fees or expenses which Purchaser has agreed to pay pursuant to Section 16); (D) except for Taxes reflected on the Final Closing Balance Sheet and accounted for in the calculation of Actual Net Working Capital, Taxes of the Company with respect to any period ending on or prior to the Closing Date, or the portion of any Straddle Period (as defined in Section 14(b) hereof) ending on the Closing Date; 39 (E) any claims by customers relating to the billing practices of the Company or a Seller contained herein, Company Subsidiaries with respect to any period prior to the Closing Date to the extent that such practices are not in compliance with the terms of the applicable Contract with such customer; (F) except for amounts reflected on the Final Closing Balance Sheet and accounted for in the Disclosure Schedule calculation of Actual Net Working Capital, any payments, costs or liabilities of the Company in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for connection with the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure acquisition by the Company of all equity interests in any Company Subsidiaries held by any person or any Seller to perform entity other than the Company as of September 30, 2011; or comply with any covenant contained herein, and (iiiG) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth claims or proceedings listed on Schedule 6(t) of the Company’s and Disclosure Schedule, to the Sellers’ representations and warranties, thus extent such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at claims or before the First Closing would have led to a reduction proceedings were not reserved against in the Total ConsiderationFinal Closing Balance Sheet. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.(c)

Indemnification by Sellers. (i) Each Seller of the Sellers and the Offshore Party hereby jointly and severally agree to defend, hold harmless and indemnify the Purchasers, their respective Affiliates and their respective employees, officers, directors, stockholders, partners and representatives (each an the “Indemnifying PartyPurchaser Indemnified Parties”) agrees to jointly and severally, indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilitiesassessments, Liabilities, claims, damages, deficiencies, costs and expenses, expenses (including without limitation reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense disbursements) (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent which arise out of or relate to: (1) any breach of any of the representations and warranties of the Offshore Party and the Sellers or their respective officers, directors, employees, affiliates and agents Affiliates contained in this Agreement; (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of (i2) any inaccuracy breach or non-performance of any covenants or agreements of the Offshore Party and the Sellers or their respective Affiliates contained in this Agreement; (3) any Excluded Non-Compliance Liabilities and (4) Excluded IP Liabilities (all such Losses collectively the “Purchasers’ Losses”); provided, however, that the Offshore Party and the Sellers shall not have any obligation so to indemnify the Purchaser Indemnified Parties on account of any breach of a any representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a11.13(A)(i)(1) and/or on account of any Excluded Non-Compliance Liabilities pursuant to Section 11.13(A)(3) unless and until the Purchasers’ Losses paid, incurred, suffered or accrued by the Purchaser Indemnified Parties on account of all such breaches of representations and warranties and/or indemnification exceed US$150,000 in the aggregate (the “Threshold Amount”), (ii) any failure by in which event the Company or any Seller Purchaser Indemnified Parties will be entitled to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders such indemnification only in respect of Company Shares those Purchasers’ Losses in excess of what such Shareholder the Threshold Amount. Notwithstanding the foregoing, no Threshold Amount shall apply to any breach of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth representations of the Company’s Offshore Party and the Sellers’ representations Sellers contained in Sections 5.1(A), 5.1(F)(i) and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at 5.1(M) or before the First Closing would have led to a reduction in claim for indemnification hereunder to the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive extent a breach results from fraud on the part of the Offshore Party or limit any other remedies that may be available to Purchaserthe Sellers.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to Except as otherwise limited by this ARTICLE VI, the Sellers shall jointly and severallyseverally indemnify, indemnify defend and hold harmless Purchaser Buyer and its Representatives and any assignee or successor thereof (collectively, the "Buyer Indemnified Parties") from and against against, and pay or reimburse Buyer Indemnified Parties for, any Share Purchase Agreement and all claims, losses, liabilitiesActions, Orders, Liabilities, damages (including consequential damages), deficienciesdiminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses, expenses (including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense court costs and reasonable attorneys' fees and expenses), (hereinafter individually any of the foregoing, a “"Loss” and collectively “Losses”") suffered or incurred by Purchaserby, its Parent and their respective officersor imposed upon, directors, employees, affiliates and agents (“Purchaser Indemnitees”) any Buyer Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: (includinga) any inaccuracy in or breach of any representation or warranty made by a Seller Party in this Agreement (including all schedules and exhibits hereto) or any Ancillary Document; (b) any non-fulfillment or breach of any unwaived covenant, after obligation or agreement made by or on behalf of a Seller or, at or prior to the First Closing, by the CompanyCompany contained in this Agreement (including all schedules and exhibits hereto) as a result or any Ancillary Document; (c) any underestimation of the Transaction Expenses, or the amount of Closing Debt set forth in the Estimated Closing Statement; (d) any and all Liabilities for (i) any inaccuracy Taxes in connection with or breach of a representation or warranty arising out of the Company or a Seller contained hereinCompany's assets, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives employees (including pursuant to Section 8.1(a409A of the Code), securities, activities or business on or prior to the Closing Date (determined with respect to taxable periods that begin before and end after the Closing Date in accordance with the allocation provisions of 6.11(c)) in excess of the amount of Taxes reflected as a current liability in the computation of the Net Working Capital in the Final Statement or (ii) any failure by the Company Transfer Taxes; or any Seller to perform or comply with any covenant contained herein, and (iiie) any cash paid Action by Purchaser to Person(s) who were holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth equity securities of the Company’s and , including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Sellers’ representations and warrantiesCompany, thus prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchasersecurities.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to Sellers shall jointly and severallyseverally indemnify, indemnify defend and hold harmless Purchaser from Buyer and against any Share Purchase Agreement the Company and all claims, losses, liabilities, damages, deficiencies, costs Buyer's and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective the Company's officers, directors, employeesemployees and shareholders and their heirs, affiliates representatives, successors and agents assigns, against and in respect of any and all losses, costs, expenses, claims, damages, obligations and liabilities, including interest, penalties and reasonable attorneys fees and disbursements (“Purchaser Indemnitees”) directly "Damages"), which Buyer, the Company or indirectly any such person may suffer, incur or become subject to arising out of, based upon or otherwise in respect of: (including, after the First Closing, by the Company) as a result of (ia) any inaccuracy in or breach of a any representation or warranty of Sellers or the Company made in or a pursuant to this Agreement, or any Seller Transaction Document; (b) any breach or nonfulfillment of any covenant or obligation of Sellers (including Xxxxxx) contained hereinin this Agreement or any Seller Transaction Document; (c) the operations of the Company, the Business or the Purchased Assets and all acts and omissions of the Company and all facts, events and circumstances relating to the Company, its financial condition or the business on or prior to the Closing Date, including without limitation repayment of the Notes, whether or not described in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant Statement except to this Agreement for the period such representation or warranty survives extent expressly to be retained by the Company pursuant to Section 8.1(a1.4; and (d) the manufacture, distribution and/or use of the Intellectual Property, including any claim of infringement upon a third-party right in such Intellectual Property. In the event Buyer makes any indemnification claim against Sellers prior to Buyer's payments which may be required pursuant to Section 2.1(b) through (g) herein, then the Buyer shall have the right, notwithstanding and in addition to any other rights which Buyer may have with respect to the Sellers or against any other person or entity, to set-off such claim for indemnification against such payments. To the extent the Buyer does not set-off such indemnification claim against such payment, the Sellers shall pay promptly same to Buyer, but only to the extent of such payments received by the Sellers and, as to any breach of Sections 4.1, 4.2(a), (ii4.3(a) any failure by or 5.6, only the Company Seller or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of Sellers responsible for the Company would be entitled to receive hereunderbreach shall have indemnification liability. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.11.2

Indemnification by Sellers. Each From and after the Closing, each Seller (each an “Indemnifying Party”) agrees agrees, severally and not jointly, to jointly and severally, indemnify and hold harmless Purchaser from and the Purchasers against any Share Purchase Agreement and all claims, actual losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, damages and expenses of investigation and defense (hereinafter individually a “Loss” and collectively collectively, “Losses”) actually incurred by Purchasersuch Purchasers, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, caused by the Company) as a result of (i) any inaccuracy or breach of a any representation or warranty made by such Seller in Article III of this Agreement; and (ii) any breach of any covenant or obligation of such Seller in this Agreement or any documents required to be performed by such Seller after the Closing Date. The representations and warranties of each Seller contained in this Agreement (including all schedules and exhibits hereto) shall survive the Closing for a period of one (1) year. Notwithstanding any other provision of this Agreement: (1) each Seller’s aggregate liability in respect of all claims that the Company and/or any and all Purchasers may have against it pursuant to this Agreement will not exceed that amount of the Net Purchase Price actually received by such Seller, as shown on Part B of Exhibit D; (2) the aggregate liability of all Sellers under this Agreement shall not exceed the aggregate Net Purchase Price actually received by the Sellers who received such Net Purchase Price; (3) no Seller shall have any liability for any breach of any representation, warranty, covenant or other obligation of the Company or a any other Seller contained hereinset forth in this Agreement, in the Disclosure Schedule or in for any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by liabilities of the Company or any other Seller to perform or comply with any covenant contained herein, whatsoever; and (iii4) no Seller shall have any cash paid by Purchaser liability to holders the Company, any Purchaser, or any other Seller for consequential damages, lost profits, or incidental or indirect damages, including diminution of Company Shares in excess value or multiples of what such Shareholder earnings damages, related or based upon this Agreement. For the avoidance of doubt, if a Seller has not actually received any amount of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into Net Purchase Price, as shown on Part B of Exhibit D, such Seller shall not have any liability under this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserAgreement.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”a) agrees to Sellers hereby agree, jointly and severally, indemnify that they shall indemnify, defend and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent Affiliates and, if applicable, their respective directors, officers, shareholders, partners, attorneys, accountants, agents and employees (other than the Employees) and their respective officersheirs, directorssuccessors and assigns (the "Purchaser Indemnified Parties" and, employeescollectively with the Seller Indemnified Parties, affiliates the "Indemnified Parties") from, against and agents (“in respect of any Losses imposed on, sustained, incurred or suffered by or asserted against any of the Purchaser Indemnitees”) Indemnified Parties, directly or indirectly (includingindirectly, after the First Closing, by the Company) as a result relating to or arising out of (i) subject to Section 7.3(b), any inaccuracy or breach of a any representation or warranty of the Company or a Seller made by Sellers contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)survives, (ii) all Excluded Liabilities, (iii) subject to Section 7.3(b), the breach of any covenant or agreement of either Seller contained in this Agreement and (iv) the failure by the Company or any Seller of Sellers to perform or comply with any covenant applicable bulk sale or bulk transfer laws or similar laws (other than Losses arising as a result of Purchaser's failure to discharge any Assumed Liabilities); it being understood that for purposes of the right of the Purchaser Indemnified Parties to indemnification pursuant to Section 7.3(a)(i), the representations and warranties of Sellers contained hereinherein shall not be deemed qualified by any references to materiality or to whether or not any such breach results or may result in a Material Adverse Effect. Purchaser acknowledges that Section 2.4(b) and this Article VII constitute Purchaser's sole remedy with respect to any of the matters referred to herein including, without limitation, any Losses or liability under any Environmental Law or with respect to any Hazardous Substance to the extent such items constitute Excluded Liabilities, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit expressly waives any other remedies that may be available to Purchaser.rights or causes of action, including under

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to Sellers jointly and severally, severally agree to indemnify and hold harmless Purchaser from Buyer and its directors, officers and employees against and in respect of any Share Purchase Agreement and all claimsloss, lossesliability, liabilitiesobligation, damagesdamage, deficienciesdeficiency or expense resulting from (a) any misrepresentation, costs breach of any warranty or non-fulfillment of any agreement of Sellers under the terms of this Agreement or in any agreement or certification furnished pursuant hereto; (b) any claim that Suramco has not fully paid all consideration payable in connection with its acquisition of the Arisur Shares and expensesthe Minera Andacaba Shares, including reasonable attorneys’ fees or that further consideration is payable by Suramco in respect of such Shares; or that Suramco is not the sole record and reasonable expensesbeneficial owner of such Shares, in each case free and expenses clear of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaserall Liens, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) that as a result of the transfer of the Arisur Shares and the Minera Andacaba Shares pursuant to this Agreement, Buyer has not acquired good and marketable title to such Shares free and clear of all Liens; and (ic) any inaccuracy or breach of a representation or warranty actions, suits, proceedings, demands, judgments, costs and reasonable legal, investigatory and other expenses incident to any of the Company or a Seller contained hereinforegoing (regardless of whether, in the Disclosure Schedule case of third party actions, suits or proceedings, Sellers may have a meritorious defense). For the avoidance of confusion, it is hereby stipulated that any information provided by Sellers to Buyer in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for connection with the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by circumstances surrounding the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder acquisition of the Company would be entitled Arisur Shares from Xxxx and Xxx Xxxxx Xxxxxxxxxxx shall not relieve Sellers of their obligation under this Section 5 to receive hereunder. The Sellers acknowledge indemnify Buyer in full in respect of any and all loss, liability, obligation, damage, deficiency or expense in respect of any claim that Purchaser entered into this Agreement because it believed the truth Suramco has not fully paid all consideration payable in connection with its acquisition of the Company’s and the Sellers’ representations and warrantiesArisur Shares, thus or that further consideration is payable by Suramco in respect of such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserShares.

Indemnification by Sellers. Each Seller From and after the Closing Date and ending on (each an “Indemnifying Party”i) agrees to in the case of claims brought under any covenant or agreement of Sellers contained in this Agreement that survive the Closing Date, the Covenant Termination Date, or (ii) in the case Sellers breach any of their representations or warranties in this Agreement, the Representation Termination Date, Sellers shall jointly and severally, severally indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent Buyers and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, partners and stockholders of Buyers, and each of their heirs and personal representatives (collectively, the "BUYER INDEMNITEES") from and against, and shall pay to Buyer Indemnitees the amount of, any and all Losses actually incurred by any of Buyer Indemnitees following the Closing Date caused by (a) any breach of or inaccuracy in the representations and warranties of Sellers contained in this Agreement (including the Schedules attached hereto) (other than breaches, inaccuracies or misrepresentations of any representation or warranty of which the Buyers or any of their officers, directors, employees, affiliates agents or Affiliates had knowledge as of the Closing) and agents (“Purchaser Indemnitees”b) directly any material breach of the covenants or indirectly (including, agreements of Sellers contained in this Agreement that survive the Closing Date. From and after the First ClosingClosing Date, Sellers shall also jointly and severally indemnify and hold harmless the Buyer Indemnitees from and against, and shall pay to Buyer Indemnitees the amount of, any and all Losses actually incurred by any of Buyer Indemnitees following the Company) as a result of (i) any inaccuracy or breach of a representation or warranty Closing Date relating to Acquisition's obligations under Section 116 of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(aIncome Tax Act (Canada), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”a) agrees From and after the Closing Date, to jointly and severallythe extent provided in this Article IX, Sellers shall indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by PurchaserBuyer, its Parent Affiliates and each of their respective officers, directors, employees, affiliates employees and agents (collectively, “Purchaser Buyer Indemnitees”) directly against and hold them harmless from any loss, liability, cost or indirectly expense (includingincluding reasonable legal fees and expenses) (collectively, after “Losses”) suffered or incurred by such Buyer Indemnitees to the First Closing, by the Company) as a result of extent arising from (i) any inaccuracy or breach of a any representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for (other than a breach of Section 3.19, to the period extent that such representation or warranty survives pursuant to Section 8.1(aLosses arising from such breach constitute Pre-Closing Taxes), (ii) any failure by the Company or any Seller to perform or comply with breach of any covenant or undertaking of a Seller contained hereinin this Agreement, and (iii) all Pre-Closing Taxes, except to the extent that a breach by Buyer of its obligations contained in Section 7.6(b) results in Losses but only to the extent that such breach increases such Losses, or (iv) any cash paid failure by Purchaser GLS to holders withhold payroll taxes for its Iraqi national employees (to the extent required under applicable Law) from June 27, 2004 to the Closing Date (it being understood that any Losses suffered or incurred by the Buyer Indemnitees pursuant to this clause (iv) shall be limited to 49% of Company Shares in excess of what such Shareholder of any Losses suffered or incurred by GLS). Notwithstanding the Company would foregoing, the Buyer Indemnitees shall not be entitled to receive hereunderindemnification 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 same are paid by a Buyer Indemnitee to a third party in connection with a claim asserted by such third party; or (B) those portions of any Losses (i) paid for by any Acquired Company in the Financial Statements prior to the Closing Date or otherwise paid or provided for (directly, and not through any Acquired Company) by a Seller or any of its Affiliates, (ii) that are reimbursed from insurance proceeds actually received and retained, or (iii) that have arisen as a result of any act or omission by Buyer or any of its Affiliates on or after the Closing Date (including, without limitation, Losses resulting from any change in accounting principles, practices or methodologies and Losses arising from any breach of its obligations under this Agreement. The Sellers acknowledge that Purchaser entered into Solely for purposes of this Article IX, any determination of whether a breach of any representation or warranty of a Seller contained in Section 3.17 or 3.18 of this Agreement because it believed has occurred shall be made disregarding the truth disclosure of the Company’s and Specified Lawsuits on the Sellers’ representations and warranties, thus such Losses, if any, would relate Disclosure Schedule. Notwithstanding anything to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided contrary set forth in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.Agreement,

Indemnification by Sellers. Each Subject to the remaining provisions of this Article X, each Seller (each an “Indemnifying Party”) agrees to jointly shall, severally and severallynot jointly, indemnify indemnify, defend and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates agents, advisers, representatives and agents Affiliates (collectively, the “Purchaser Indemnitees”) directly or indirectly (including, harmless from and after the First Closing, Closing Date for the period set forth in Section 10.1 (including any extension thereof as expressly provided for in such Section) from and against such Seller’s Pro Rata Share of any Damages incurred or suffered by the Company) as a result of Purchaser Indemnitees to the extent resulting or arising from: (ia) any inaccuracy or breach of a representation or warranty in any of the Company representations and warranties made herein by such Seller (for this purpose disregarding any qualification or limitation as to materiality or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(aMaterial Adverse Effect), (iib) any failure by the Company or any Seller to perform or comply with breach of any covenant contained or agreement of such Seller made herein, (c) Taxes as provided in Section 6.7 of this Agreement, to the Confidential Treatment is Requested by Broadridge Financial Solutions, Inc. Pursuant to 17 C.F.R. 200.83 extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheet and (iii) any cash paid by Purchaser to holders of Company Shares included in excess of what such Shareholder the calculation of the Company would be entitled to receive hereunder. The Sellers acknowledge Closing Working Capital provided that, in each case, it is the intent of the parties that Purchaser entered into all of the provisions of this Agreement because it believed shall be interpreted to avoid requiring the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate Sellers to unresolved contingencies existing at the First Closing, which if resolved at pay (or before the First Closing would have led to suffer a reduction in the Total ConsiderationPurchase Price) twice for the same liability, including with respect to any liability that was deducted from the Purchase Price pursuant to Section 2.3 hereof, (d) the Xxxxx Street Lease, (e) any and all obligations under the Trinity Lease related to the period on or prior to the Closing Date, (f) the complaint filed by A.D. Vallet and Company, LLC with the Securities and Exchange Commission and any and all future claims relating to actions identified in, or resulting from, such complaint, and (g) Taxes relating to the distribution to Sellers of the shares of Blue Frog Solutions, Inc. and Aspire Financial Services, LLC pursuant to Section 5.2(ii) of this Agreement. Notwithstanding the foregoing, or the provisions of Section 6.7, Sellers shall not be liable to indemnify any Purchaser Indemnitees against Damages pursuant to Section 6.7, Section 10.2(a) (other than for breaches of the Designated Seller Representations), 10.2(b), 10.2(c) or 10.2(e), unless and until the aggregate amount of such Damages exceeds $[****] and then only to the extent of such excess. Except as described in the final sentence of this Section 10.2, the maximum liability of all Sellers to the Purchaser Indemnitees for Damages pursuant to Section 6.7, Section 10.2(a) (other than for breaches of the Designated Seller Representations), 10.2(b), 10.2(c), 10.2(e), 10.2(f) or 10.2(g) shall not exceed $[****] in the aggregate or, as to an individual Seller, such Seller’s Pro Rata Share of Damages. A Seller’s “Pro Rata Share” of Damages shall be equal to the amount of such Damages multiplied by a fraction, the numerator of which is the number of shares of Company Common Stock transferred by such Seller to Purchaser at Closing and the denominator of which is the total number of shares of Company Common Stock transferred by all Sellers to Purchaser at Closing. The remedies provided in maximum liability for the several obligations of each Specified Seller under Section 7.9 shall not exceed the amount of gross proceeds payable to such Specified Seller under this Agreement for all Company Common Stock transferred by such Seller at the Closing. Notwithstanding any provision of this Agreement to the contrary, the obligations of Bluff Point under Section 8.2 will 7.10 shall not be exclusive of or limit any other remedies that may be available subject to Purchaserthe dollar limitations set forth above.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Sellers agree to jointly and severally, severally indemnify and hold harmless Purchaser from Buyer and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates partners and agents Affiliates (“Purchaser Indemnitees”) directly or indirectly the "Buyer Indemnified Parties"), from any out-of-pocket liability, loss, cost, expense, including reasonable attorneys' fees and expenses (includingcollectively "Losses"), after the First Closing, which shall result from and be caused by the Company) as a result of (i) any inaccuracy or the breach of a representation any of Sellers' representations or warranty of the Company or a Seller warranties contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)Agreement, (ii) any failure the breach by the Company or any Seller to perform of any of its covenants or comply with any covenant agreements contained hereinin this Agreement, and (iii) any cash paid false or misleading advertising or other misrepresentation with respect to the Account Portfolio Assets by Purchaser Sellers or any of their Affiliates or any of their respective agents, directors, officers or employees prior to holders of Company Shares in excess of what such Shareholder each Closing Date, (iv) Sellers' ownership of the Company would be entitled Account Portfolio Assets prior to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed each Closing Date and the truth operation and ownership of the Company’s Securitization Trust or Sellers' Affiliates, or third parties' operation and ownership of the Sellers’ representations and warrantiesSecuritization Trust, thus such Losses(v) any action suit, if anyproceeding or claim or other litigation, would relate or any investigation by any governmental authority affecting the Account Portfolio Assets arising out of any action or inaction with respect to unresolved contingencies existing at the First ClosingAccount Portfolio Assets prior to each Closing Date, which if resolved at or before (vi) any action, suit, proceeding, claim or other litigation arising out of any action or inaction of the First Closing would have led Sellers or any Seller with respect to a reduction the Securitization Trust, the Escrow Agreement or the Securitization Organizational Documents, including the failure of any Seller to satisfy its respective obligations as described in the Total Consideration. The remedies Securitization Prepayment Documents; provided, that in no event shall Sellers be obligated under this Article 7 to indemnify the Buyer Indemnified Parties against any Losses and any interest thereon which shall result solely from the willful misconduct or negligent acts or omissions of the Buyer Indemnified Parties, but provided in this Section 8.2 will not nevertheless that if Buyer and any Seller are jointly sued by a third party and, except with respect to claims or liability arising from the Securitization Trust, Buyer and any Seller are held to be exclusive liable as joint tortfeasors by a court of or limit any other remedies that may competent jurisdiction, then the allocation of loss between Buyer and such Seller shall be available to Purchaseras determined by such court.

Indemnification by Sellers. Each Subject to the provisions of this ARTICLE 6, and except as provided in Section 4.5, each Seller (each an “Indemnifying Party”) agrees to jointly and severally, indemnify in accordance with the Sellers’ Indemnification Percentage, (except with respect to the representations set forth in Section 2.31, in which each Seller is solely liable for such Seller’s representations) indemnify, defend and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by the Purchaser, its Parent and their respective officers, directors, employees, affiliates agents, representatives and agents Affiliates (each a “Purchaser Indemnitee” and together, the “Purchaser Indemnitees”) directly from and in respect of, and to promptly pay to a Purchaser Indemnitee or indirectly reimburse a Purchaser Indemnitee for, any loss, Liability, damage, demand, claim, cost, suit, action or cause of action, judgment, award, assessment, interest, penalty or expense (including, after including reasonable expense of investigations and fees and disbursements of counsel and other professionals) (any of the First Closing, by the Company) foregoing being hereinafter referred to as a result of “Loss” and collectively, the “Losses”) suffered or incurred by any Purchaser Indemnitee on account of, arising from, or in connection with (i) any inaccuracy or breach of a any representation or warranty of the Company or a Seller Sellers contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)Agreement, (ii) any failure the breach by the Company or Sellers of any Seller to perform covenant, undertaking or comply with any covenant other agreement of the Company or Sellers contained hereinin this Agreement, and (iii) any cash paid inaccuracy in any certificate, instrument or other document delivered by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The or Sellers acknowledge that Purchaser entered into as required by this Agreement because it believed or (iv) those matters set forth on Schedule 6.1. Notwithstanding anything to the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided contrary contained in this Section 8.2 will not Agreement, in no event shall the Company or any Subsidiary be exclusive required to indemnify or hold any Purchaser Indemnitee harmless under ARTICLE 6 after the Closing. Such obligations shall be solely the obligations of or limit any other remedies that may be available to PurchaserSellers.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to jointly and severallyThe Sellers shall fully indemnify, indemnify protect, reimburse, and hold harmless the Purchaser and its successors from and against any Share Purchase Agreement and all claims, lossesmaterial damages, liabilities, damagesand claims which might exist on account of and by reason of any material failure or default of any of the covenants, deficienciesagreements, costs and expensesor warranties of the Sellers hereunder, including reasonable attorneys’ fees and reasonable expensesany claims of sellers' stockholders, all known debts of the Company which are not disclosed or set forth in this Agreement, or are not in the ordinary course of business, and any and all amounts which might be claimed, asserted, or established for as deficiencies in or with respect to federal or state income taxes, or franchise and other taxes and charges against the Company arising out of or related to the returns herein represented to have been filed, and the operations of the Company for or during all fiscal years of the Company, and all such deficiencies with respect to operations and business of the Company during such current fiscal year up to the date of the closing in excess of any amounts which have otherwise been herein provided for. If any claim for which the Sellers shall be obligated to the Purchaser pursuant to the foregoing provisions shall be asserted against the Company, or the Purchaser or either of them, the Sellers shall, within ten (10) days after receiving written notice of such claim, notify the Purchaser in writing whether the Sellers do or do not have any obligation to the payment of such claim. The Sellers shall not object to the payment of any such claim unless the Sellers shall at the same time inform the Purchaser in writing that the Sellers dispute such claim, in whole or in part, and shall promptly initiate proper proceedings to contest the same or undertake the appropriate defense thereof at the Sellers' sole cost and expenses in a manner which will be effective fully to protect against any liability and expense in connection therewith. If within such ten (10) day notice period the Sellers have no objection to the payment of investigation such claim, the Sellers shall be obligated to pay such claim within five (5) days after the expiration of the ten (10) day notice period and defense (hereinafter individually shall notify Escrow Agent to pay such claim. The failure of the Sellers and Escrow Agent to pay the claim and to obtain a “Loss” full release of the Company and collectively “Losses”) incurred by the Purchaser shall constitute full authority to either contest the claim or pay the claim and to obtain a release of the Company, the Purchaser, its Parent and their respective officersthe Sellers. In such event the Purchaser shall be entitled to receive from the Escrow Agent immediately the amount paid, directorsand the Sellers shall, employeesin such event, affiliates have no right to contest the validity of the creditor's claim against the Company or the Purchaser, as the case may be. In the event the Seller shall, within the above mentioned ten (10) day period, object in writing to the payment of such claim, and agents (“shall promptly initiate proper proceedings to contest the same or undertake the appropriate defense thereof. The Purchaser Indemnitees”) directly or indirectly (includingEscrow Agent shall not have the authority to pay such claims as hereinabove provided, after unless and until the First Closingclaim, in whole or in part, is finally determined to be due and owing, in which event the Purchaser and the Sellers shall be bound by the Company) as a result foregoing provisions with respect to the payment of (i) claims. Purchaser's only recourse to seek indemnification from Sellers shall be under this Agreement. If Purchaser knows that any inaccuracy or breach of a representation or warranty of the Company Sellers contained in this Agreement is untrue or a Seller contained herein, in the Disclosure Schedule or incorrect in any agreementsrespect, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller Purchaser knows that Sellers have failed to perform any of their agreements required under this Agreement, to be performed by Sellers prior to or comply with any covenant at the closing, then, not withstanding anything to the contrary contained hereinin - this Agreement, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would shall not be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into make a claim for indemnification under this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus with respect to any such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchasermatter.

Indemnification by Sellers. Each Seller From and for twelve (each an “Indemnifying Party”12) agrees to jointly and severallymonths after the Closing, indemnify and Sellers shall hold harmless Purchaser and indemnify each of the Indemnitees from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expensesagainst, and expenses shall compensate and reimburse each of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) the Indemnitees for, any Damages which are suffered or incurred by Purchaserany of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, its Parent and their respective officers, directors, employees, affiliates and agents or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or Helix as of the date of this Agreement (without giving effect to any “Purchaser Indemnitees”) Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (includingb) any inaccuracy in or breach of any representation or warranty of Sellers or Helix as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, after which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or Helix set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the First Closing, extent not credited against the payment of the Purchase Price by the CompanyPurchaser; and (e) as a result of (i) any inaccuracy or breach of a representation or warranty Taxes of the Company Acquired Companies with respect to any Pre-Closing Tax Period or a Seller contained hereinwith respect to the portion of any Straddle Period ending on the Closing Date, in to the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for extent not credited against the period such representation or warranty survives pursuant to Section 8.1(a), payment of the Purchase Price by Purchaser and (ii) any failure by the Company Taxes arising out of or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led related to a reduction Permitted Activity; provided, however, that in the Total Consideration. The remedies provided in no event shall such Damages be “double counted” for purposes of this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserArticle 10.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”a) agrees to Sellers, jointly and severally, indemnify shall indemnify, defend and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent Purchaser II and their Affiliates and their respective officers, directors, employees, affiliates agents, advisers, and agents representatives (“collectively, the "Purchaser Indemnitees”") directly or indirectly (including, harmless from and after the First ClosingClosing Date for the period set forth in Section 9.1 (including any extension thereof as expressly provided for in such Section) from and against any claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, reasonable expenses of investigation with respect to third party claims and reasonable attorney's fees and expenses, whether or not involving a claim by a third party ("Damages"), incurred or suffered by any Purchaser Indemnitee to the Company) as a result of extent resulting or arising from or relating to: (i) any inaccuracy or breach of a representation or warranty in any of the representations and warranties made by Sellers in this Agreement (for this purpose disregarding any qualification or limitation as to materiality (such as "material", "in all material respects" and the like, or "Business Material Adverse Effect" or "Company Material Adverse Effect") other than the reference to "Business Material Adverse Effect" or a Seller contained herein"Company Material Adverse Effect", as applicable, set forth in the Disclosure Schedule parenthetical of the first sentence of each of Sections 3.8, 3.12(a) and 3A.12(a)) or in any agreements, Schedules the certificate referred to in Section 7.2(a); or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with breach of any covenant contained hereinor agreement of Sellers made in this Agreement, any Ancillary Agreement (other than the Order Handling Agreement or Options Order Business Agreement) or in the certificate referred to in Section 7.2(b). Notwithstanding the foregoing, with respect to Damages arising under Section 9.2(a)(i), (i) Sellers shall not be liable to indemnify any Purchaser Indemnitees against such Damages unless and until the aggregate amount of Damages incurred or suffered by all Purchaser Indemnitees exceeds $2,650,000 and then only to the extent of such excess, and (iiiii) any cash paid by Sellers' maximum liability to the Purchaser to holders of Company Shares in excess of what Indemnitees for such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will Damages shall not be exclusive of or limit any other remedies that may be available to Purchaserexceed $175 million.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”a) agrees Subject to Sections 7.1 and 7.3(b), and except as otherwise provided in Article VIII, Sellers hereby agree to jointly and severallyseverally indemnify, indemnify defend and hold harmless Purchaser from Acquiror and its directors, officers, employees, representatives, advisors, agents and Affiliates (other than employees of the PEPL Companies) (the "Acquiror Indemnified Parties") from, against and in respect of any Share Purchase Agreement Losses arising out of, relating to or resulting from, directly or indirectly: (i) any breach of any representation or warranty made by Sellers contained in this Agreement; (ii) the breach of any covenant or agreement of Sellers contained in this Agreement; provided, that with respect to the covenant contained in Section 5.14, Sellers shall have no obligation to indemnify the Acquiror Indemnified Parties for any Losses incurred due to Acquiror's decision to voluntarily undertake any of the Work; and all claimsprovided, lossesfurther, liabilitiesthat (A) if Sellers refuse to complete the Work notwithstanding the covenant set forth in Section 5.14 or (B) if Acquiror or the PEPL Companies are ordered by a Governmental Authority to undertake any investigation or remediation that is encompassed in the Work, damagesand, deficienciesafter giving Sellers reasonable and timely notice of the Governmental Authority's order, costs the Sellers have refused to undertake such part of the Work encompassed by the Governmental Authority order, then Sellers shall have an obligation to indemnify the Acquiror Indemnified Parties for Losses they reasonably incur with respect to any portion of the Work undertaken by Acquiror or the PEPL Companies under such circumstances; (iii) any liabilities and expensesexpenses attributable to Employee Benefit Plans (other than PEPL Employee Benefit Plans) and Employee Arrangements (other than PEPL Employee Arrangements), including reasonable attorneys’ fees except for liabilities and reasonable expenses, expenses to be paid by Acquiror and/or PEPL pursuant to Section 5.9; (iv) any liabilities and expenses of investigation the PEPL Companies attributable to the Wattenberg System; (v) any liabilities and defense expenses attributable to (hereinafter individually a “Loss” A) Anadarko Petroleum Corporation v. PanEnergy Pipe Line Company, Panhandle Eastern Pipe Line Company, PanEnergy Corporation and collectively “Losses”Panhandle Eastern Corporation, et al. (Cause No. 97-25497) and (B) Riverside Pipeline Company, L.P., Kansas Pipeline Partnership, The Xxxxxx Pipeline Company, Syenergy Pipeline Company, L.P., Kansas Natural Partnership, Kansok Partnership, Riverside Pipeline Partnership and Margasco v. Wolverine Eastern Pipe Line Company (Case No. 97-0642-CV-W-4); provided, that Sellers shall have no obligation to indemnify the Acquiror Indemnified Parties for any Losses pursuant to clause (A) of this Section 7.3(a)(v) in excess of the Losses which would be incurred under the "Order On Compliant" issued October 20, 1998 by the FERC (85 FERC paragraph 61,090) as in effect at the Closing, without giving effect to any subsequent change, modification, or amendment which may be made by the FERC by any subsequent order issued on or after the Closing, unless Acquiror and/or the PEPL Companies have taken all reasonable steps to oppose the issuance of the subsequent order effecting such change, modification or amendment, or, if issued, to seek rehearing of the subsequent order before the FERC or the appeal courts, and despite such efforts such subsequent order remains in full force and effect; (vi) any liabilities and expenses attributable to the contracts set forth in Section 7.3(a)(vi) of the Disclosure Schedule; (vii) any Environmental Costs and Liabilities attributable to the Superfund Claims; provided, that Acquiror and the PEPL Companies have complied with their obligations under Section 5.17 of this Agreement; (viii) any fines assessed by the Illinois Environmental Protection Agency and actually incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents the PEPL Companies (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Companya good faith attempt to obtain a reduction in any assessment) as a result of (i) any inaccuracy or breach of a representation or warranty the currently alleged violations by PEPL of the Company existing air permit at the Glenarm, IL, compressor station, but not any other costs, expenses, liabilities or a Seller contained hereinobligations of any nature relating thereto, in including, without limitation, the Disclosure Schedule costs of any required capital improvements necessary to bring the Glenarm, IL, compressor unit into compliance with current or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, future air regulation; and (iiiix) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Lossesliability, if any, would relate for customer refunds owed by TGC pursuant to unresolved contingencies existing at Article VIII ("Provisions Respecting the First ClosingLNG Terminal") of "the Offer of Settlement" dated July 15, which if resolved at or before 1992 (the First Closing would have led "LNG FERC Settlement") approved by the FERC Order dated August 28, 1992 (60 FERC paragraph 61,209) to a reduction the extent such refunds are in fact made in accordance with the Total ConsiderationLNG FERC Settlement. The remedies provided (b) Sellers shall not be liable to the Acquiror Indemnified Parties for any Losses with respect to the matters enumerated in Sections 7.3(a)(i) unless the Losses therefrom exceed an aggregate amount equal to the Deductible, and then only for such Losses in excess of the Deductible, and only up to an aggregate amount equal to $250 million. For purposes of this Section 7.3 only, the representations and warranties of Sellers contained in this Section 8.2 will Agreement shall be read without giving effect to any "Material Adverse Effect" or "materiality" exceptions; provided, that Losses relating to any single breach or series of related breaches of such representations and warranties shall be deemed to not constitute a Loss, and therefore shall not consume the Deductible or be exclusive indemnifiable hereunder, unless such Losses relating to any single breach or series of or limit related breaches exceed $1 million. (c) Notwithstanding any other remedies that may provision in this Agreement to the contrary, this Section 7.3 shall not apply to any claim of indemnification with respect to Tax matters. Claims for indemnification with respect to Tax matters shall be available to Purchaser.governed by Article VIII. 7.4

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to of the Sellers shall jointly and severallyseverally indemnify Purchaser and its Affiliates, indemnify directors, partners, agents and employees (each, a "Purchaser Indemnitee") and hold harmless Purchaser each of them harmless, from and against any Share Purchase Agreement and all claims, losses, liabilities, claims, Taxes, suits, proceedings, demands, judgments, damages, deficienciesexpenses and costs, including, without limitation, counsel fees and disbursements, expert fees and costs and expensesexpenses incurred in the investigation, including reasonable attorneys’ fees and reasonable expensesdefense or settlement of any of the foregoing (collectively, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”the "Indemnifiable Damages") incurred which such Purchaser Indemnitee may suffer or incur by Purchaserreason of, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly arising from or indirectly (including, after the First Closing, by the Company) as a result of in connection with: (i) any the inaccuracy or breach of a any representation or warranty of the Company or a any Seller contained herein, in this Agreement or any other Transaction Document; (ii) the Disclosure Schedule breach by any Seller of any covenant made by it in this Agreement or in any agreementsof the Transaction Documents; (iii) the ownership, Schedules operation, use or Exhibits transfer of the Assets prior to and on the applicable Closing Date; (iv) any Taxes of or other ancillary documents delivered pursuant attributable to any Seller; (v) the Excluded Assets; (vi) the actions or omissions of any Seller or any of its agents, representatives, directors, officers, partners, agents, or employees; and (vii) any Excluded Liabilities. The foregoing obligation of Sellers shall be subject to and limited by each of the qualifications set forth below. No Seller shall be liable for any indirect, special, incidental or consequential damages. Notwithstanding anything contained in this Agreement to the contrary, for purposes of Section 11.1(i) only, Purchaser shall be entitled to indemnification hereunder only in the period event that such breach of any representation or warranty of Sellers (regardless of whether such representation or warranty survives pursuant contains a materiality qualifier) results in Indemnifiable Damages to any Purchaser Indemnitee in an amount of [*] or more and in such event Sellers shall be liable for all such amounts of Indemnifiable Damages including such [*]. With respect to any Indemnifiable Damages arising out of inaccuracies or breaches of Section 8.1(a), (ii5.1(f) any failure and matters which are covered by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid title insurance obtained by Purchaser to holders in connection with its purchase of Company Shares in excess Assets hereunder, Purchaser shall, simultaneously with the making of what any such Shareholder of claim for indemnification hereunder, seek payment from the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Lossestitle insurance company, if any, would relate that has issued title insurance with respect to unresolved contingencies existing at the First Closing, Property to which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchasersuch breach relates.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”a) agrees Subject to the provisions of Sections 6.1(b) and Article VII below, Sellers, jointly and severally, shall indemnify Purchaser and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expensesits Affiliates, and expenses each of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective stockholders, officers, directors, employees, affiliates representatives and agents successors and assigns (each, a “Purchaser IndemniteesIndemnitee”) against, and hold each Purchaser Indemnitee harmless from, and shall pay and reimburse each of them for, any and all loss, damage, liability, payment, and obligation, and all reasonable expenses, including, without limitation, reasonable legal fees and expenses (collectively “Losses”) incurred, suffered, sustained or required to be paid, directly or indirectly (includingindirectly, after the First Closingby, by the Company) as a result or sought to be imposed upon, any Purchaser Indemnitee resulting from, related to or arising out of (i) any inaccuracy Excluded Asset or breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)Excluded Liability, (ii) any failure inaccuracy in or breach of any of the representations or warranties made by the Company or any Seller in or pursuant to perform this Agreement, the Disclosure Schedules, the certificate delivered pursuant to Section 5.2(f) or comply with any covenant contained hereinAncillary Agreement, and (iii) any cash paid breach of any covenant or agreement by Purchaser the Company or any Seller contained in this Agreement or any Ancillary Agreement, (iv) any of Sellers’ Transaction Expenses remaining unpaid after the Closing, regardless of when incurred, but only to holders the extent any such expenses are not taken into account in determining the Actual Working Capital, and (v) any amount of Debt of the Company Shares and its Subsidiaries that was actually outstanding as of the Closing Date (including any interest, penalties, charges or other fees accrued thereon) but in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction amount reflected in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserFunds Flow Memorandum.

Indemnification by Sellers. Each Seller Sellers shall bear and pay all taxes attributable to the sale of the Common Stock and Sellers' receipt of the Purchase Price, and Xxxx and Xxxx shall assume and indemnify and hold harmless Purchaser and its Affiliates, successors and assigns from and against any claims, demands, losses, damages, or expenses (each an “Indemnifying Party”including reasonable attorney's fees and expenses) agrees which are caused by or arise out of (a) any breach or default in the performance by Sellers or Company of any material covenant or material agreement of Sellers or Company contained in this Agreement, (b) any breach of a material warranty or any inaccurate or erroneous material representation made by Sellers herein, in any exhibit hereto, or in any other instrument delivered by or on behalf of Sellers or Company pursuant hereto, or (c) any and all actions, suits, proceedings, claims, demands, and judgments incident to jointly any of the foregoing. Xxxx and severally, Xxxx shall further indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, demands, losses, liabilities, damages, deficiencies, costs or expenses (including reasonable attorney's fees and expenses) which are caused by or arise out of other events or circumstances that occur prior to the Closing Date and are not disclosed in this Agreement relating to gross negligence or willful misconduct of Sellers. If any third person shall assert a claim against Purchaser that, if successful, might result in a breach or default by Sellers of this Agreement, Purchaser shall give Sellers prompt written notice thereof, and Sellers shall have the right to participate in the defense thereof and be represented, at its expense, by counsel to be selected by it. No such claim, demand or other matter 13 - 243 - shall be compromised or settled by Purchaser or Sellers in any manner that might adversely affect the interests of the other party without the prior written consent of such other party. Except as otherwise provided hereinafter, any claims in respect of which indemnification is sought must be made in writing prior to the expiration of twelve (12) months after the Closing Date. Claims pursuant to Paragraph 4.01(j) above must be made within the applicable federal, state or local tax statutory limitations period plus thirty (30) days, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaserauthorized extensions thereof.

Indemnification by Sellers. Each Subject to the other terms and conditions of this Article VII, Sellers and their Affiliates (the “Seller (each an “Indemnifying PartyIndemnitors”) agrees to shall jointly and severally, severally indemnify and hold harmless Purchaser from defend each of Buyer and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent Affiliates and their respective officersRepresentatives (collectively, directors, employees, affiliates and agents (the “Purchaser Buyer Indemnitees”) directly against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or indirectly sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (includinga) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, after the First ClosingAncillary Documents or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller pursuant to this Agreement, the CompanyAncillary Documents, the Master Subscription Agreement, or any certificate or instrument delivered by or on behalf of Sellers pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; (d) the ProPoint Settlement Agreement or any breach thereof; (e) any failure of Migration of any Franchisee from the Opensalon Pro Software or the ProPoint Software to the Zenoti Software attributable to Sellers’ action or inaction, including Sellers’ breach of the Master Subscription Agreement or any agreement to which a Seller is a party; (f) any Action brought by ProPoint, its Affiliates, successors or assigns against Buyer or its Affiliates that arises as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered Migration pursuant to this Agreement for or any other transaction contemplated hereby or under the period such representation ProPoint Settlement Agreement; or warranty survives pursuant to Section 8.1(a), (iig) any failure by Third Party Claim based upon, resulting from or arising out of the Company Data Requirements, the business, operations, properties, assets or obligations of Sellers or any Seller of their Affiliates (other than the Purchased Assets or Assumed Liabilities) and existing or arising on or prior to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunderClosing Date. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.8.03

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”a) agrees to Sellers jointly and severallyseverally (except with respect to each of SSDS and FSC Corp., which shall be several in proportion to its holding of Securities as set forth on Exhibit A hereto) (including their successors and assigns) agree to indemnify promptly Buyer, its successors and assigns, and any officer, director, employee or affiliate of Buyer (collectively, the "Buyer Parties") against and hold the Buyer Parties harmless Purchaser from and against in respect of any Share Purchase Agreement and all claimsassessments, liens, losses, claims, damages (excluding consequential damages), fines, penalties, judgments, settlements, liabilities, damagescosts, deficienciesreasonable expenses (including, costs and expenseswithout limitation, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” fees and collectively “Losses”disbursements of counsel and other professionals) and any other obligations of any nature whatsoever which may be incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) any of the Buyer Parties directly or indirectly by virtue of or resulting from the breach (includingcollectively, after the First Closing, by the Company"Losses") as a result of (i) any inaccuracy covenant or breach of a representation or warranty of agreement made by the Company prior to Closing or a Seller contained herein, Sellers in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure of the representations and warranties made by the Company prior to Closing or Sellers in this Agreement, in each case without regard to any Seller "materiality" or "Material Adverse Effect" or similar limitations, thresholds or exceptions contained in such representations and warranties and without regard to perform whether any such Loss is incurred prior to or comply after the Closing Date, provided, that Sellers shall not be required to indemnify any of the Buyer Parties for claims under this clause (ii) of Section 9.1(a) unless and until (but only to the extent that) the aggregate amount of Losses exceeds $500,000; provided, further, that Sellers shall not be required to indemnify any of the Buyer Parties for claims under this clause (ii) of Section 9.1(a) to the extent that the aggregate amount of Losses exceeds $34 million; provided, further, that the provisions of this Article IX shall not apply to the covenants and agreements contained in Section 7.6 hereof, which shall be controlled by the terms therein (other than with respect to state sales and use taxes, which shall be controlled by the terms of this Section 9.1(a)); provided, further, that indemnification for breaches of the representations and warranties listed in clause (ii) of this Section 9.1(a) shall not be available except with respect to claims of breaches made thereunder by any covenant contained hereinBuyer Party prior to July 31, 1999 other than claims of breaches under Sections 2.10 or 2.11, which shall survive the applicable statute of limitations, and (iii) any cash paid by Purchaser to holders other than claims of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closingbreaches under Sections 2.2 or 2.3, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in shall survive indefinitely; provided, further, that any claims for indemnification under clause (ii) of this Section 8.2 will not 9.1(a) shall be exclusive decreased or refunded to Sellers, pro rata in accordance with Exhibit A hereto, as the case may be, dollar for dollar to the extent of any actual insurance recoveries or limit any actual recoveries from other remedies that may be available unaffiliated third parties with respect to Purchasermatters for which claims for indemnification were made under such clause.

Indemnification by Sellers. Each Seller From and for twelve (each an “Indemnifying Party”12) agrees to jointly and severallymonths after the Closing, indemnify and Sellers shall hold harmless Purchaser and indemnify each of the Indemnitees from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expensesagainst, and expenses shall compensate and reimburse each of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) the Indemnitees for, any Damages which are suffered or incurred by Purchaserany of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, its Parent and their respective officers, directors, employees, affiliates and agents or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without giving effect to any “Purchaser Indemnitees”) Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (includingb) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, after which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the First Closing, extent not credited against the payment of the Purchase Price by the CompanyPurchaser; and (e) as a result of (i) any inaccuracy or breach of a representation or warranty Taxes of the Company Acquired Companies with respect to any Pre-Closing Tax Period or a Seller contained hereinwith respect to the portion of any Straddle Period ending on the Closing Date, in to the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for extent not credited against the period such representation or warranty survives pursuant to Section 8.1(a), payment of the Purchase Price by Purchaser and (ii) any failure by the Company Taxes arising out of or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led related to a reduction Permitted Activity; provided, however, that in the Total Consideration. The remedies provided in no event shall such Damages be “double counted” for purposes of this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserArticle 10.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to the limits set forth in this Article IX, from and after the Closing, Sellers shall jointly and severally, severally indemnify and hold save Buyer, its Affiliates and their respective directors, officers and agents, (collectively "Buyer Claimants" and individually "Buyer Claimant") harmless Purchaser from and defend each of them from and against any Share Purchase Agreement and all demands, claims, actions, liabilities, losses, liabilitiescosts, damages, deficiencies, costs damages or reasonable expenses whatsoever (including without limitation reasonable attorneys' fees and expenses) (collectively, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”"Claims") incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly the Buyer Claimants resulting from or indirectly (including, after the First Closing, by the Company) as a result arising out of (i) any inaccuracy or breach of a any representation or warranty of the Company or a Seller Principal Stockholder contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), ; and (ii) any failure by the Company or any Seller to perform or comply with breach of any covenant or obligation of Sellers contained herein; provided, however, that if the Closing occurs, all written amendments or supplements to the Disclosure Schedule made prior to the Closing shall be deemed to have been made a part of the Disclosure Schedule as of the date hereof. Notwithstanding anything contained herein to the contrary, (a) Sellers shall not be required to indemnify a Buyer Claimant hereunder unless the aggregate cumulative sum of all amounts for which indemnity would otherwise be due hereunder to any and all Buyer Claimants exceeds $250,000, in which case Sellers shall only be responsible for the excess; (b) the aggregate liability of the Sellers under this Article IX shall not exceed an amount equal to $6,000,000; (c) any indemnification liability arising hereunder shall be limited to the amount of actual damages sustained by any Buyer Claimant by reason of such breach, net of any insurance proceeds with respect thereto payable to or for the benefit of the Buyer Claimant; and (iiid) Buyer Claimants' indemnification for any cash paid by Purchaser Claims pursuant to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not 9.2 shall be exclusive calculated net of or limit any other remedies net (giving effect to the payment of any additional taxes that may be incurred by Buyer Claimants from the treatment of such indemnification payments as taxable income or gain to Buyer Claimants) tax benefit to Buyer Claimants (utilized by Buyer Claimants against income of Buyer Claimants in the year that Buyer Claimants deducts such liability, loss, claim, cost or expense in its income tax returns, regardless of whether Buyer Claimants receives any tax benefits in any other year by reason of any net operating loss or other available income tax carryforwards or carrybacks), resulting from such Claims. The provisions of this Section 9.2 shall not apply to Purchaserthe Sellers' obligations under Section 6.12 hereof.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to jointly From and severallyafter Closing, indemnify Sellers shall indemnify, defend and hold Buyers and their Affiliates, and their respective directors, officers, partners, managers, members, representatives, employees and agents (collectively, the “Buyer Indemnified Parties”), harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly Losses resulting from or indirectly (including, after the First Closing, by the Company) as a result arising out of (ia) any inaccuracy or breach of any representation or warranty of Sellers contained herein or in any certificate delivered by Sellers pursuant hereto (provided that Buyers properly notify Sellers of the claim that a representation or warranty has been breached and that notice is given to Sellers in writing prior to the applicable Termination Date), (b) any breach of the Company or a Seller any covenant of Sellers contained herein, unless such breach occurred at or prior to Closing and was specified in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents certificate delivered pursuant to this Agreement for the period such representation or warranty survives by Sellers pursuant to Section 8.1(a9.3.1, or (c) any of the Retained Liabilities. Notwithstanding anything to the contrary herein contained, Sellers shall not be obligated to indemnify, defend or hold any Buyer Indemnified Party harmless from or against Losses resulting from or arising out of Environmental Laws and relating to any environmental conditions at the Gramercy Site (excluding any Pre-Closing Environmental Release), (ii) whether known or unknown. Notwithstanding any failure by of the Company foregoing, the exclusions from the indemnity obligations of Sellers hereunder shall not limit any rights or any Seller to perform claims which Kaiser or comply with any covenant contained hereinGramercy Buyer may have under the PLL Policy, and (iii) no limitation on rights, claims or recoveries under the PLL Policy shall affect any cash paid by Purchaser to holders exclusion from the indemnity obligations of Company Shares in excess of what such Shareholder of the Company would be entitled to receive Sellers hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to the conditions and provisions of Section 14.5, Sellers agree, jointly and severally, indemnify to indemnify, defend and hold harmless Purchaser Buyer and Avanitum US from and against any Share Purchase Agreement and all demands, claims, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, liabilities, damages, deficienciesliabilities, costs and expenses, including including, but not limited to, interest, penalties and reasonable attorneys’ ' fees and reasonable expensesdisbursements, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) asserted against, imposed upon or incurred by PurchaserBuyer and Avantium US, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closingindirectly, by the Company) as a result reason of or resulting from (ia) any inaccuracy liability or obligation of or claim against Sellers (whether absolute, accrued, contingent or otherwise and whether a contractual, tax or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to Section 2.4, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the VirtualPlant Division during the period prior to the Closing Date; (b) any misrepresentation or breach of a representation the representations and warranties of Sellers contained in or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered made pursuant to this Agreement for the period such representation or warranty survives any other Seller Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to Section 8.1(a), this Agreement or any other Seller Document; (iid) obligations to former GSE Systems employees due upon termination of employment with GSE Systems and its subsidiaries or otherwise in the nature of severance; (e) any failure matter giving rise to indemnity obligations by Seller under the Company UK Asset Purchase Agreement; and (f) any amounts due to Xx. Xxxx Xxxxxx and Xx. Xxxxxxxx from Sellers or any Seller affiliate of Sellers. In the event of any indemnification of Buyer and Avantium US pursuant to perform this Section14.2, Buyer and Avantium US shall be entitled, in addition to their rights and remedies at law or comply in equity, to deduct the amount of such indemnification from any payment made by Buyer and Avantium US in connection with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed or the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Considerationtransactions contemplated hereby. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser14.3.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to jointly the conditions and severallyprovisions of Section 12.4 and Section 12.5, indemnify from and after the Closing Date, Sellers agree to indemnify, defend and hold harmless Purchaser Buyer from and against and in any Share Purchase Agreement respect of, on a net after-tax basis, any and all claimsLosses, lossesasserted against, liabilitiesresulting to, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) imposed upon or incurred by PurchaserBuyer, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closingindirectly, by reason of or resulting from: (a) any failure by Sellers to pay, perform or discharge any Liabilities not assumed by Buyer pursuant hereto; (b) the Company) as a result business or operations of the Stations during the period prior to the Closing Date (except to the extent Buyer has assumed the Liability for any such Losses pursuant hereto); provided, however, that (i) if the Class A 100% Payment shall have been received by Sellers and the Closing for the Class A Stations shall have occurred, Sellers' indemnification obligations under this clause (b) with respect to the Class A Stations shall be limited to the period prior to the Class A 100% Payment Date, and (ii) if the Class B Payment shall have been received by Sellers and the Closing for the Class B Stations shall have occurred, Sellers' indemnification obligations under this clause (b) with respect to the Class B Stations shall be limited to the period prior to the Class B Payment Date; (c) any inaccuracy misrepresentation or breach of a representation the representations and warranties of Sellers contained in or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered made pursuant to this Agreement for the period such representation or warranty survives any other Seller Document; (d) any breach by Sellers of any covenants of Sellers contained in or made pursuant to Section 8.1(a), (ii) any failure by the Company this Agreement or any other Seller Document; or (e) the failure of Sellers to perform or comply with the provisions of any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaserapplicable bulk transfer law.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”Except as set forth in Section 5.3(c) and subject to the conditions and provisions of Section 12.4, Sellers agrees to jointly and severallyindemnify, indemnify defend and hold harmless Purchaser Buyer and Buyer's respective directors, officers, managers and employees ("Buyer Indemnified Parties") from and against and in respect of any Share Purchase Agreement and all claimsLosses, lossesasserted against, liabilitiesresulting to, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) imposed upon or incurred by Purchaserthe Buyer Indemnified Parties, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closingindirectly, by the Company) as a result reason of or resulting from (ia) any inaccuracy liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to Section 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of a representation the warranties of Sellers contained in or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered made pursuant to this Agreement for the period such representation any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or warranty survives undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to Section 8.1(a), (ii2.6(b) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) or (y) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge Additional Agreement that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaserconstitutes an Assumed Liability.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to Section 12.6, after the Closing, Sellers, severally and not jointly and severallyin accordance with their respective Purchase Consideration Percentages, shall defend, indemnify and hold harmless Purchaser Buyer and its stockholders, directors, trustees, managers, members, limited partners, general partners, officers, employees, Affiliates and agents (the “Buyer Indemnitees”) from and against any Share Purchase Agreement and all Losses sustained, suffered or incurred by or made against a Buyer Indemnitee arising out of, related to or in connection with: (a) any breach of any representation or warranty of WCP or WCM (other than Fundamental Representations) contained in this Agreement or (except to the extent relating to Fundamental Representations) any certificate delivered pursuant to this Agreement; (b) any breach of any Fundamental Representation of WCP or WCM contained in this Agreement or (to the extent relating to Fundamental Representations) in any certificate delivered pursuant to this Agreement; (c) the failure of WCP or WCM to perform any covenant or agreement contained in this Agreement and, in the case of clause (a), (b) or (c) above, of which a Buyer Indemnitee gives Sellers notice pursuant to Section 12.5(a) on or before the applicable Cut-Off Date; (d) any claims, lossesdisputes or proceedings with respect to the allocation or payment among Sellers of any amounts hereunder; (e) any liabilities or obligations for any Taxes arising with respect to Sellers, liabilitiesthe Individual Equityholders, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses WCP or WCM with respect to a Pre-Closing Tax Period; or (f) the successful enforcement by Buyer Indemnitees of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (includingindemnification rights pursuant to this Article XII. Subject to Section 12.6, after the First Closing, each Seller, severally and not jointly, shall defend, indemnify and hold harmless the Buyer Indemnitees from and against any and all Losses sustained, suffered or incurred by the Company) as or made against a result of Buyer Indemnitee arising out of, related to or in connection with: (i) any inaccuracy or breach of a any representation or warranty of such Seller (other than Fundamental Representations) contained in this Agreement or (except to the Company or a extent relating to Fundamental Representations) any certificate delivered by such Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement; (ii) any breach of any Fundamental Representation of such Seller contained in this Agreement for or (to the period extent relating to Fundamental Representations) in any certificate delivered by such representation or warranty survives Seller pursuant to Section 8.1(athis Agreement; or (iii) the failure of such Seller to perform any covenant or agreement contained in this Agreement and, in each case of clause (i), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser above, of which a Buyer Indemnitee gives such Seller notice pursuant to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at Section 12.5(a) on or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaserapplicable Cut-Off Date.

Indemnification by Sellers. Each Seller A From and after the Closing (but subject to the provisions of this Section .10), each an “Indemnifying Party”) Seller, severally and not jointly, agrees to jointly and severallydefend, indemnify and hold harmless the Purchaser Indemnitees (as defined below) from and against any Share Purchase Agreement and all claimsdamages, losses, liabilities, damagesobligations, deficienciesclaims of any kind, costs and expensesinterest or expenses (including, including without limitation, reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense ) (hereinafter individually a “Loss” and collectively “Losses”) ), suffered, incurred or paid by PurchaserPurchaser or any of its Affiliates, its Parent and their respective officers, directors, employees, affiliates and employees or agents (the “Purchaser Indemnitees”) directly to the extent such Loss results from or indirectly (including, after the First Closing, arises out of a breach by the Company) as a result of (i) any inaccuracy or breach such Seller of a representation or warranty of the Company such Seller contained in Section .3 or a covenant or agreement by such Seller contained herein, in Section .1. In the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered event that such Seller’s liability under this Section ..2(a) for Losses to Purchaser Indemnitees exceeds the net cash proceeds such Seller receives pursuant to Section .1.1 (taking into account any adjustments as set forth in Section .1.2) with respect to such Seller’s Capital Stock, the Purchaser will have the right to indemnification for such excess Losses out of the Escrow Funds. For purposes of determining the amount of a Loss resulting from a breach of any representation or warranty of any Seller contained in this Agreement for Agreement, the period terms “materiality” or “Material Adverse Effect” or words of similar import contained in such representation or warranty survives shall in each case be disregarded and without effect (as if such terms were deleted from such representation or warranty). All payments by or on behalf of individual Sellers under this Section .2(a) shall be treated by the Parties as an adjustment to the proceeds received by those respective individual Sellers pursuant to Section 8.1(a.1. .B From and after the Closing (but subject to the provisions of this Section .10), the Seller Representative on behalf of the Sellers jointly agrees to defend, indemnify and hold harmless the Purchaser Indemnitees against any Losses suffered by the Purchaser Indemnitees to the extent such a Loss results from or arises out of (i) a breach of any representation or warranty of the Company contained in this Agreement, in each case taking into account any disclosure made pursuant to Section .6.5, or (ii) any failure by Losses or liability of the Company for the payment of Taxes related to any taxable period (or any Seller portion of such taxable period) ending on or before the Closing Date to perform or comply with any covenant contained hereinthe extent such income Taxes were not included as a liability in the calculation of Net Working Capital (“Tax Losses”), and (iii) any cash paid by Indebtedness (other than to the extent reflected in the calculation of the Aggregate Closing Consideration) and (iv) any unpaid Transaction Fees (other than to the extent reflected in the calculation of the Aggregate Closing Consideration). Notwithstanding the immediately preceding sentence, the Seller Representative shall not have any liability to the Purchaser Indemnitees under Section 10.2(b)(i) unless the aggregate of all Losses relating to holders indemnifications under Section 10.2(b)(i) exceeds on a cumulative basis an amount equal to $175,000 (the “Deductible”), and then only to the extent such Losses exceed the Deductible. Additionally, the aggregate liability of Company Shares in excess the Seller Representative to Purchaser Indemnitees relating to a breach of what such Shareholder any representation, warranty or covenant of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into contained in this Agreement because it believed shall in no event exceed, in the truth aggregate, at any time an amount equal to the Escrow Funds (disregarding any interest accrued on the Escrow Amount) (the “Cap”). For purposes of determining the amount of a Loss resulting from a breach of any representation or warranty of the Company’s Company contained in this Agreement, the terms “materiality” or “Material Adverse Effect” or words of similar import contained in such representation or warranty shall in each case be disregarded and without effect (as if such terms were deleted from such representation or warranty). All payments made under this Section .2(b) shall be made from, but only from, the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction proceeds in the Total ConsiderationEscrow and shall be treated by the Parties as an adjustment to the proceeds received by the Sellers pursuant to Section .1 of this Agreement. The remedies provided Notwithstanding the foregoing, the Deductible shall not be applicable for Losses resulting from actual fraud, the Fundamental Representations or a breach of Section .2.B(ii). With respect to any claim for indemnification under this Section 10.2(b), a Purchaser Indemnitee may seek reimbursement pursuant to the terms of the Escrow Agreement solely to the extent of the Escrow Fund as may then be remaining. .C Notwithstanding anything to the contrary contained in Section 10.2(b) or elsewhere in this Section 8.2 will not be exclusive of or limit any other remedies that may be available Agreement, with respect to Purchaser.Tax Losses:

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to the conditions and provisions of Section 12.4 and Section 12.5, from and after the Closing Date, Sellers and the WTOV Seller, jointly and severally, indemnify agree to indemnify, defend and hold harmless Purchaser from and against any Share Purchase Agreement and all claimsBuyer, lossesthe WTOV Buyer, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates agents and agents shareholders (“Purchaser Indemnitees”"Buyer Indemnified Parties") from and against and in any respect of any and all Losses, asserted against, resulting to, imposed upon or incurred by any Buyer Indemnified Parties, directly or indirectly (including, after the First Closingindirectly, by the Company) as a result reason of or resulting from: (ia) any inaccuracy failure by Seller to pay, perform or discharge any Liabilities of Seller not expressly assumed by Buyer pursuant hereto or pursuant to any Buyer Document; (b) the business or operations of the Stations during the period on or prior to the Closing Date (except to the extent Buyer has expressly assumed the Liability for any such Losses pursuant hereto); (c) any misrepresentation or breach of a representation the representations and warranties of Sellers contained in or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered made pursuant to this Agreement or any other Seller Document; or (d) any breach by Sellers of any covenants of Sellers contained in or made pursuant to this Agreement or any other Seller Document. Subject to the limitations on indemnification set forth in Article 12 of the WTOV Purchase Agreement, Sellers hereby agree for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder benefit of the Company would Buyer Indemnified Parties to be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed jointly and severally liable with the truth WTOV Seller for any indemnification obligations of the Company’s and WTOV Seller set forth in Article 12 of the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserWTOV Purchase Agreement.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to the applicable limitations set forth in Section 10.05 hereof, Sellers shall, jointly and severally, indemnify Buyers and their respective Affiliates, directors, officers, employees, and their respective heirs, personal representatives, successors and assigns (collectively, the "Buyer Indemnified Parties") against and hold each of them harmless Purchaser from and against any Share Purchase Agreement and all claimsdamage, lossesclaim, liabilitiesaction, damagessuit, deficienciesproceeding, costs judgment, loss, liability, cost and expenses, expense (including reasonable attorneys’ ' fees and reasonable expenses) (collectively, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “"Losses”") incurred or suffered by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly any Buyer Indemnified Party arising out of or indirectly (including, after the First Closing, by the Company) as a result of relating to: (i) any inaccuracy or breach of a representation any representation, warranty, covenant or warranty agreement of the Company or a Seller Sellers contained herein, in the Disclosure Schedule this Agreement or in any agreements, Schedules Transaction Document; or Exhibits (ii) the operations of Sellers in connection with the Business prior to the Closing Date (except for the Assumed Liabilities which will be the joint and several responsibility of each Buyer); or other ancillary documents delivered pursuant (iii) the failure of either Seller to perform any of its respective obligations or covenants under this Agreement or any Transaction Document; or (iv) the failure of Sellers to comply with any applicable Law with respect to this Agreement or any Transaction Document; or (v) any product liability claim for Product Manufactured by either Seller prior to the period Closing Date, regardless of when any such representation claim accrues, arises or warranty survives pursuant is asserted, provided, however, that Sellers shall not be responsible to Section 8.1(a)the extent such claim results from (A) any negligent acts or omissions of either Buyer, (iiB) any failure marketing or promotional statements, claims or assertions of either Buyer with respect to Products sold after the Closing Date, or (C) any change, modification or manipulation of the Products in any way by either Buyer or by any third party; or (vi) the Company presence, or alleged presence, of digitalis or any other contaminant in plantain which is an ingredient in any Product 33 Manufactured by either Seller prior to perform the Closing Date; or (vii) any statement made prior to the Closing Date by or on behalf of either Seller that any Governmental Body asserts created drug status for any Product that did not comply with any covenant contained hereinall requirements of Law applicable to drugs, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The provided, however, that Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will shall not be exclusive of responsible for any statements made in catalogs or limit other marketing materials released or distributed after the Closing Date. Notwithstanding anything herein to the contrary, Sellers shall be responsible for any other remedies Products Manufactured by Sellers prior to Closing to the extent that may be available said Products were contaminated, misbranded or adulterated prior to PurchaserClosing.

Indemnification by Sellers. Each Seller (a) Subject to the provisions and limitations of this Article VIII, from and after the Closing Date, each an “Indemnifying Party”) agrees to jointly Seller, severally and severallynot jointly, shall indemnify and hold harmless Purchaser and its Affiliates (the “Purchaser Indemnified Parties”) from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, losses, demands, obligations, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expensescosts, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaserany nature whatsoever, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after without limitation, reasonable attorneys’ fees, accountants’ fees, and all costs of investigation, and other expenses of defending any actions or claims, amounts of judgment and amounts paid in settlement, whether or not involving a Third Party Claim (collectively referred to as the First Closing“Damages”), suffered by the Company) as a result Purchaser Indemnified Parties resulting from or arising out of (i) any inaccuracy or breach of a representation or warranty any of the Company representations or a warranties made by either Seller contained herein, in the Disclosure Schedule this Agreement or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)Transaction Document executed in connection herewith, (ii) any failure breach or nonfulfillment of any covenants or agreements made by the Company either Seller in this Agreement or in any Seller to perform or comply with any covenant contained hereinTransaction Document executed in connection herewith, and (iii) any cash Taxes owed by either Seller and any Taxes owed by either Company for or relating to the period prior to the Closing, (iv) any Indebtedness or Selling Expenses not fully paid by Purchaser either Seller on the Closing Date or not taken as a reduction to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing Purchase Price at the First Closing, which if resolved at save and except for Indebtedness disclosed on the Disclosure Schedules, (v) any fraud or before willful misconduct or intentional misrepresentations or omissions by either Seller (each claim made by the First Closing would have led Purchaser Indemnified Parties pursuant to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not 8.2(a) shall be exclusive of or limit any other remedies that may be available to Purchasera “Purchaser Claim”).

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”a) agrees Subject to Section 8.2(b), Sellers hereby agree that from and after the Closing, they shall, jointly and severally, indemnify indemnify, defend and hold harmless Purchaser, its Affiliates, and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees (other than the Transferred Employees) and their heirs, successors and permitted assigns, each in their capacity as such (the “Purchaser from Indemnified Parties”) from, against and against in respect of any Share Purchase Agreement and all claimsdamages, losses, liabilitiesTaxes, damagescharges, deficienciesLiabilities, claims, actions, suits, proceedings, judgments, settlements, assessments, penalties, and costs and expenses, expenses (including reasonable attorneys’ fees and reasonable expensesout of pocket disbursements), and expenses of investigation and defense in each case excluding consequential, special, incidental, indirect, punitive or exemplary damages (hereinafter individually except to the extent actually paid to a “Loss” and collectively third party) (collectively, “Losses”) imposed on, sustained, incurred by Purchaseror suffered by, its Parent and their respective officersor asserted against, directorsany of the Purchaser Indemnified Parties, employeeswhether in respect of third party claims, affiliates and agents (“Purchaser Indemnitees”) directly claims between the parties hereto, or indirectly (includingotherwise, after the First Closing, by the Company) as a result arising out of (i) subject to Section 8.2(b), any breach or inaccuracy or breach of a any representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)made by Sellers, (ii) any failure by the Company or any Seller to perform or comply with breach of any covenant contained hereinor agreement of Sellers, and (iii) any cash paid by Purchaser appraisal or other claims of stockholders of Sellers relating to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed or the truth transactions contemplated hereby, (iv) the Alternative Agreements, including the Alternative Agreement Obligations, or (v) the Excluded Liabilities and all other Liabilities of Sellers and their Affiliates that are not Assumed Liabilities. For the Company’s purposes of this Article VIII, in determining whether there has been a breach of or inaccuracy in any representation or warranty made in this Agreement and the Sellers’ amount of any Losses in respect of any breach or inaccuracy in the representations and warranties, thus any qualification or limitation as to materiality (whether by reference to Material Adverse Effect or otherwise) contained in such Lossesrepresentation or warranty (but not in any defined term, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at other than “Material Adverse Effect,” used in any such representation or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not warranty) shall be exclusive of or limit any other remedies that may be available to Purchaserdisregarded.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”a) agrees Subject to Section 10.6, Sellers, jointly and severally, shall indemnify Purchaser and its Affiliates, and its and their respective employees, officers, directors, successors and assigns (collectively, “Purchaser Indemnitees”) and agree to reimburse and hold them harmless Purchaser from and against any Share Purchase Agreement against, and in respect of, on a dollar for dollar basis, all claims, losses, liabilities, damages, deficienciespayments, obligations, losses, costs and expenses, expenses (including reasonable attorneys’ fees fees, court costs, expert witness fees, transcript costs and reasonable expensesother expenses of litigation), and expenses of investigation and defense judgments (hereinafter individually a “Loss” and collectively at law or in equity) (collectively, “Losses”) incurred or suffered by Purchaser, its Parent any of them and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly arising out of or indirectly (including, after resulting from any of the First Closing, by the Company) as a result of following: (i) any inaccuracy breach of, nonfulfillment of, or failure to perform any agreement or covenant of any Seller or any of their Affiliates contained herein or in any of the Seller Ancillary Documents; (ii) any breach of any warranty or representation of any Seller or any of their Affiliates contained herein or in any Seller Ancillary Document; provided that (A) representations and warranties made by Sellers by execution of this Agreement are made only as of the date hereof (other than those made as of a specified date, which are made as of such specified date), (B) the Closing Date Representations and Warranties as certified by Sellers pursuant to Section 8.1(b) are made only as of the date hereof and as of the Closing (other than those made as of a specified date, which are made as of such specified date), (C) for purposes of this Section 10.1, the Effective Time Representations and Warranties as certified by Sellers pursuant to Section 8.1(b) shall be deemed to be made only as of the date hereof and as of the Effective Time (other than those made as of a specified date, which are made as of such specified date), but not as of the Closing (and references in such certificate to the Closing or Closing Date shall be deemed to refer to the Effective Time for purposes of this Section 10.1(a)(ii)) and (D) for purposes of this Section 10.1, all representations and warranties in respect of the December 2007 Unaudited Financial Statements (including the Balance Sheet) shall be deemed to refer to the Audited Financial Statements (including the balance sheet included therein); 53 (iii) any and all Excluded Liabilities, regardless of whether the existence or assertion of an Excluded Liability constitutes a breach of any warranty, representation, or covenant of any Seller or any of their Affiliates contained in this Agreement or in any Seller Ancillary Document; (iv) all Environmental Claims with respect to Sellers’ facilities in Winton-Salem, North Carolina, Winter Garden, Florida, Bakersfield, California and Pittsburg, California, except those arising out of or resulting from any acts or omissions of any Person from and after the Effective Time; (v) except with respect to Environmental Claims and claims which are the subject of Schedule 6.21, Sellers’ pro rata portion of those liabilities and obligations (other than Assumed Liabilities) arising out of or resulting from any casualty, damage, event or condition in respect of the Purchased Assets or the Business first existing or occurring prior to the Effective Time and that continue through and after the Effective Time, which pro rata portion shall be calculated based upon the number of days prior to the Effective Time on which such casualty, damage, event or condition existed and continued, divided by the total number of days on which such casualty, damage, event or condition existed and continued (collectively, with all other indemnification obligations of Sellers contained in this Section 10.1, the “Section 10.1 Indemnified Claims”). (b) Solely for the purposes of the indemnification obligations of Sellers pursuant to Article 10, in order to determine whether a breach of any representation or warranty of the Company or a Seller Sellers has occurred, all Materiality Qualifications contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)shall be disregarded; provided, (ii) any failure by the Company or any Seller to perform or comply with any covenant contained hereinhowever, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will there shall not be exclusive disregarded any Materiality Qualifications which are included in Section 4.7 or Section 4.9(a) or solely to the extent such Materiality Qualification modifies the identification on a schedule of or limit any other remedies that may be available to Purchaser.a list of material Permits in Section 4.11(b). 10.2

Indemnification by Sellers. Each Seller Subject to the limitations set forth in Section 9.4, Sellers shall jointly and severally indemnify Buyers and their respective Affiliates and their respective directors, officers, employees and representatives (each an the “Indemnifying PartyBuyer Indemnified Parties”) agrees to jointly and severallyagainst all loss, indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claimsliability, losses, liabilities, damages, deficiencies, costs and expenses, damage or expense (including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense counsel) (hereinafter individually a “Loss” and collectively referred to as “Losses”) incurred by Purchaser), its Parent and their respective officerswhether involving a third party or among the Parties to this Agreement, directorsany of the Buyer Indemnified Parties may suffer, employees, affiliates and agents (“Purchaser Indemnitees”) directly sustain or indirectly (including, after the First Closing, by the Company) become subject to as a result of or in connection with (a) except as set forth in clause (c) and (d) below, any breach of any representation or warranty of Sellers contained in this Agreement (including any breach of any representation or warranty of Sellers contained in this Agreement as if it had been made again at and as of the Closing), (b) any breach of any covenant or agreement of Sellers contained herein, (c) the claims, litigation or proceedings set forth on Schedule 3.12 (collectively, “Known Claims”), if and solely to the extent that the aggregate Losses resulting from or arising in connection with all such Known Claims exceed (i) the aggregate amount reserved therefor as of December 31, 2013 in the financial statements of the Companies, as set forth on Schedule 9.2, plus (ii) the amount of all cash contributions or other increases (net of any inaccuracy decreases) (any such increases or decreases, to the extent permitted by this Agreement, Applicable Accounting Principles and applicable Law) to such reserves prior to the Closing (including as contemplated pursuant to Section 5.1(c)), and (d) the claims, litigation or proceedings in substantially the same nature as the Known Claims that arise after the date hereof and through the Closing (collectively, “Unknown Claims”), if and solely to the extent that the aggregate Losses resulting from or arising in connection with all such Unknown Claims exceed the aggregate amount reserved therefor as of the Closing Date in the financial statements of the Companies for such period. For the avoidance of doubt, any claim for indemnification by the Buyer Indemnified Parties with respect to any Known Claims or any Unknown Claims shall be brought pursuant to Section 9.2(c) or Section 9.2(d), as applicable, and shall not be pursued as a claim for a breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a9.2(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to the applicable limitations set forth in Section 10.05 hereof, Sellers shall, jointly and severally, indemnify Buyers and their respective Affiliates, directors, officers, employees, and their respective heirs, personal representatives, successors and assigns (collectively, the "Buyer Indemnified Parties") against and hold each of them harmless Purchaser from and against any Share Purchase Agreement and all claimsdamage, lossesclaim, liabilitiesaction, damagessuit, deficienciesproceeding, costs judgment, loss, liability, cost and expenses, expense (including reasonable attorneys’ ' fees and reasonable expenses) (collectively, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “"Losses”") incurred or suffered by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly any Buyer Indemnified Party arising out of or indirectly (including, after the First Closing, by the Company) as a result of relating to: (i) any inaccuracy or breach of a representation any representation, warranty, covenant or warranty agreement of the Company or a Seller Sellers contained herein, in the Disclosure Schedule this Agreement or in any agreements, Schedules Transaction Document; or Exhibits (ii) the operations of Sellers in connection with the Business prior to the Closing Date (except for the Assumed Liabilities which will be the joint and several responsibility of each Buyer); or other ancillary documents delivered pursuant (iii) the failure of either Seller to perform any of its respective obligations or covenants under this Agreement or any Transaction Document; or (iv) the failure of Sellers to comply with any applicable Law with respect to this Agreement or any Transaction Document; or (v) any product liability claim for Product Manufactured by either Seller prior to the period Closing Date, regardless of when any such representation claim accrues, arises or warranty survives pursuant is asserted, provided, however, that Sellers shall not be responsible to Section 8.1(a)the extent such claim results from (A) any negligent acts or omissions of either Buyer, (iiB) any failure marketing or promotional statements, claims or assertions of either Buyer with respect to Products sold after the Closing Date, or (C) any change, modification or manipulation of the Products in any way by either Buyer or by any third party; or (vi) the Company presence, or alleged presence, of digitalis or any Seller to perform or comply with other contaminant in plantain which is an ingredient in any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.Product

Indemnification by Sellers. Each Seller (After the Closing, each an “Indemnifying Party”) of the Sellers jointly and severally agrees to jointly and severally, indemnify and hold Buyer, its employees, officers, directors, stockholders, advisers and representatives (collectively, the “Buyer Indemnitees”) harmless Purchaser from and against any Share Purchase Agreement all liability, loss, damage, claim, injury, interest and penalty and all claims, losses, liabilities, damages, deficiencies, costs and expenses, expenses (including reasonable attorneys’ counsel fees and reasonable expenses, costs and expenses of investigation and defense any suit related thereto or relating to investigating, preparing, defending against or prosecuting any such suit) of any kind or character (hereinafter individually a “Loss” and collectively collectively, “Losses”) suffered or incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents the Buyer Indemnitees arising from (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of (ia) any inaccuracy or breach of a any representation or warranty of Sellers contained in this Agreement or any Transaction Document to which any Seller is a party, other than any breach of Section 3.22(b) hereof; (b) any failure to perform or observe any covenant or agreement of the Company Sellers in this Agreement or any Transaction Document to which any Seller is a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered party; (c) all liabilities and obligations of Sellers that are Excluded Liabilities; and (d) unsuccessful claim by Sellers against Buyer pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares Transaction Document. Notwithstanding anything in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed to the truth contrary, the Parties hereby acknowledge and agree that the sole and exclusive remedy for any Buyer Indemnitee for any Losses suffered or incurred by a Buyer Indemnitee with respect to environmental matters, including Seller Environmental Liabilities, breach of the Company’s and the Sellers’ any Environmental Law, with respect to Hazardous Materials or otherwise, shall be for a breach of representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will warranties and not be exclusive of or limit for any other remedies that may be available to Purchaserindemnification for any Seller Environmental Liabilities.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to jointly the limitations set forth in Section 9.4(a), Sellers shall severally, and severallynot jointly, pro rata based on the amounts set forth on the Payment Instructions, indemnify and hold harmless Purchaser Buyer and its Affiliates (including, following the Closing, the Acquired Companies) and their respective directors, officers, employees and representatives (the “Buyer Indemnified Parties”) from and against any Share Purchase Agreement and all claimsloss, lossesLiability, liabilities, damages, deficiencies, costs and expenses, damage or expense (including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation counsel and defense costs of enforcement of this Agreement) (hereinafter individually a “Loss” and collectively referred to as “Losses”) incurred by Purchaser), its Parent and their respective officerswhether involving a third party or among the Parties to this Agreement, directorsthat any of the Buyer Indemnified Parties may suffer, employeessustain or become subject to as a result of, affiliates and agents (“Purchaser Indemnitees”) arising out of or directly or indirectly relating to: (including, after the First Closing, by the Company) as a result of (ia) any breach of, or inaccuracy or breach of a in, any representation or warranty made by the Company or Sellers or any of them in this Agreement (including in any Schedule and any Schedule Update) or certificate delivered pursuant to this Agreement; (b) any fraud of the Company or a Seller contained herein, any breach or violation prior to the Closing of any covenant or agreement of the Company in this Agreement other than Section 5.4 (in the Disclosure case of the Company, to the extent required to be performed or complied with by the Company prior to the Closing); (c) any fraud of such Seller or any breach or violation of any covenant or agreement of such Seller in this Agreement; (d) any Debt (not included in the calculation of the Closing Cash Purchase Price); (e) Transaction Expenses not included in the Payment Instructions; (f) the matters set forth on Schedule 9.2(f); or (g) failure by an Acquired Company to comply with the FINRA 10% underwriting compensation guidelines for any offering that terminates prior to June 15, 2014. Sellers’ Representative shall maintain full control over the defense and settlement of the Action set forth on Schedule 9.2(f); provided, however, that (i) Sellers’ Representative shall conduct the defense of such Action diligently and in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), good faith and (ii) Sellers’ Representative shall not settle or agree to settle such Action, or any failure part thereof, unless (A) the full amount payable by the Acquired Companies in connection with such settlement is a recoverable Loss under this Section 9 and the Buyer Indemnified Parties actually recover such Losses contemporaneously with such settlement payment, (B) such settlement is for monetary payment only and does not include any equitable or injunctive or similar relief, (C) such settlement includes no admission by any Acquired Company or any Seller to perform or comply with any covenant contained herein, of wrongdoing and (iiiD) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations Representative obtains a general release from the counterparty to such Action in form and warranties, thus such Losses, if any, would relate substance reasonably satisfactory to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserBuyer.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees From and after the Closing, and subject to jointly and severallythis Article 8, Sellers shall defend, indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expensesBuyer, and expenses each of investigation its Subsidiaries (including the Group Companies after the Closing) and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by PurchaserAffiliates, its Parent and their respective officers, directors, managers, employees, affiliates agents, attorneys, accountants, representatives, successors and agents assigns (collectively, the “Purchaser Buyer Indemnitees”) directly from and against, and pay or indirectly (includingreimburse the Buyer Indemnitees for all Losses imposed on, after sustained, incurred, suffered by or asserted against the First ClosingBuyer Indemnitees whether in respect of a Third Party Claim, claims between the parties, or otherwise, relating to or arising out of, based upon, by the Company) as a result of reason of, or resulting from (ia) any inaccuracy in or breach of a any representation or warranty of by the Company or a Seller contained herein, in the Disclosure Schedule this Agreement or in any agreements, Schedules or Exhibits or other ancillary documents certificate delivered pursuant to this Agreement for the period such Agreement, (b) any inaccuracy in or breach of any representation or warranty survives by any Seller in this Agreement or in any certificate delivered pursuant to Section 8.1(a)this Agreement, (iic) any failure breach or default in performance by the Company or any Seller to perform of any Pre-Closing Covenant or comply with any covenant contained hereinPost-Closing Covenant of Sellers, and (iiid) any cash claim of any Seller or holder of Options relating to the allocation or entitlement to a portion of the consideration paid by Purchaser in consummating the transactions contemplated hereby, including any such claims under any purported contractual, employment or other rights that assert rights to holders of Company Shares in excess of what such Shareholder any security of the Company would be entitled or claims for damages based on any such rights (in each case, other than (i) any claims to receive hereunder. The Sellers acknowledge that Purchaser entered into the amounts specified as payable to such Seller or Option holder pursuant to this Agreement because it believed and (ii) any claims based upon such Holder’s entitlement to any Earn-out Payments in lieu of entitlement to proceeds paid at Closing), (e) any Closing Date Indebtedness, Company Expenses or Change in Control Payments not properly included in the truth final calculation of the Company’s and Cash Purchase Price determined pursuant to Section 1.3(c) or (f) the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction matters set forth in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.Exhibit H.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to jointly and severally, Sellers shall indemnify and hold harmless Purchaser from Buyer and against any Share Purchase Agreement and all claimsits directors, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (includingagents, at all times from and after the First Closing, against any Losses arising from or relating to: (i) any breach of the representations or warranties made by Sellers in this Agreement or in any certificate or other document or agreement delivered by Sellers or any of them pursuant to this Agreement; (ii) any breach of the Companycovenants and agreements made by Sellers in this Agreement or in any certificate or other document or agreement delivered by Sellers or any of them pursuant to this Agreement; (iii) the Excluded Assets; (iv) the Excluded Liabilities; and (v) any Losses arising from the failure to obtain on or prior to the Closing any required consent of any landlord of the Independent Facilities or to have executed and delivered on or prior to the Closing any assumptions of the Independent Third-Party Leases as contemplated in Section 1.6(a) of this Agreement, including but not limited to any Losses resulting from any changes demanded by a landlord in rental rates or other terms and conditions in any Independent Third-Party Lease or from any relocation to different facilities required as a result of (i) consent not having been obtained, and any inaccuracy Losses arising from the failure of Sellers to obtain on or prior to the Closing on their own behalf or on behalf of Buyer any required Sellers' lenders consents, shareholder approvals or consents of other third parties, including but not limited to the consent of the mortgage lender of the Plano Road facility and any consents required to transfer or assign the Assumed Agreements and/or to license the licensed Software if not obtained by the Closing, to the execution and delivery of this Agreement and the other agreements and instruments contemplated hereby and the consummation of the transactions contemplated hereby. If Sellers shall at any time dissolve or make any distribution to equity holders following the Closing after satisfaction of all debts to creditors, Sellers shall post security for or otherwise make full and adequate provisions for all identifiable obligations of indemnity under this Section 13.2. The Appliance Company shall indemnify and hold harmless Buyer and its directors, officers, employees, affiliates and agents, at all times from and after the Closing arising from or relating to any breach of a any covenant, agreement, representation or warranty of the Company or a Seller contained herein, made in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Appliance Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”a) agrees Sellers agree to jointly and severally, indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claimsBuyers, lossestheir Affiliates, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates managers, successors and agents (“Purchaser Indemnitees”) directly assigns harmless from all Losses suffered or indirectly (including, after the First Closing, by the Company) paid as a result of or arising out of: (i) any inaccuracy breach or breach of a representation or warranty of the Company or a Seller contained herein, default in the Disclosure Schedule performance by Sellers of any covenant or agreement of Sellers contained in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives any related document executed pursuant to Section 8.1(a), hereto; (ii) any failure breach of warranty or inaccurate or erroneous representation made by the Company or any Seller to perform or comply with any covenant contained Sellers herein, unless, to Buyers’ Knowledge, except with respect to Section 3.6(g), Section 3.6(h) and Section 3.10, such breach of warranty or inaccurate or erroneous representation existed prior to date of this Agreement; and (iii) any cash paid by Purchaser Excluded Asset or Retained Liability. (b) Sellers shall reimburse Buyers for any Losses directly arising from an event or circumstance to holders which the foregoing indemnities relate; provided, however, that Buyers acknowledge that the afore-described indemnification responsibilities of Company Shares Sellers in excess of what such Shareholder of Section 8.3(a)(ii) shall be, notwithstanding the Company would prior terms hereof, limited as follows: (i) Buyers will not be entitled to receive indemnification hereunder. The Sellers acknowledge , except to the extent that Purchaser entered into this Agreement because it believed such Losses exceed the truth amount of the Company’s and the Sellers’ representations and warranties, thus insurance recovered by Buyers with respect to such Losses, if anywhich Buyers agree to use commercially reasonable efforts to recover. The amount of any Losses subject to indemnification hereunder shall be calculated net of any insurance recovered by Buyers or their Affiliates with respect to such Losses; (ii) Buyers shall have no Claim for indemnification hereunder until the aggregate amount of all Losses, would relate to unresolved contingencies existing at the First Closingdamages and expenses incurred, which if resolved at or before would otherwise be subject to indemnification hereunder, exceeds $420,000, and then only to the First Closing would have led extent of such excess, but in no event shall the aggregate amount of all Losses subject to a reduction in the Total Consideration. The remedies provided indemnification under this Section 8.3 exceed $14,000,000; provided, however, that Sellers’ liability for any Losses will not be limited as set forth in this Section 8.2 will not be exclusive 8.3(b)(ii) if such Loss relates to a breach of any representation or limit warranty contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5 Section 3.7 or Section 3.16; and (iii) Buyers shall have no Claim for indemnification hereunder solely to the extent that any other remedies that may be available Losses have been incurred as a result of Buyers’ failure to Purchaser.mitigate any such Losses. 33 Section 8.4

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to Except as otherwise limited by this ARTICLE VII, Sellers shall jointly and severallyseverally indemnify, indemnify defend and hold harmless Purchaser the Buyer Parties and their respective Representatives and any assignee or successor thereof (collectively, the “Buyer Indemnified Parties”) from and against against, and pay or reimburse the Buyer Indemnified Parties for, any Share Purchase Agreement and all claims, losses, liabilitiesActions, Orders, Liabilities, damages (including consequential damages (but, except to the extent claimed by a third party in a third party claim, only to the extent reasonably foreseeable), but in each instance excluding punitive damages, deficienciesexcept to the extent claimed by a third party in a third-party claim), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses, expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and reasonable expenses), and expenses (any of investigation and defense (hereinafter individually the foregoing, a “Loss” and collectively “Losses”) suffered or incurred by Purchaserby, its Parent and their respective officersor imposed upon, directors, employees, affiliates and agents (“Purchaser Indemnitees”) any Buyer Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: (includinga) any inaccuracy in or breach of any representation or warranty made by a Seller Party in this Agreement (including all Schedules and Exhibits hereto) or any Ancillary Document; (b) any non-fulfillment or breach of any unwaived covenant, after obligation or agreement made by or on behalf of a Seller or, at or prior to the First Closing, the Company contained in this Agreement (including all Schedules and Exhibits hereto) or any Ancillary Document; (c) any Pre-Closing Taxes; (d) any Liability of an RHI Company as of the Closing or incurred by an RHI Company in the Company) as a result operation of the business of the RHI Companies prior to the Closing (other than (i) any inaccuracy or breach of a representation or warranty the obligations of the Company or a Seller contained herein, in RHI Companies under the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)Convertible Note, (ii) any failure $25,000 in Transaction Expenses incurred by the Company or any Seller to perform or comply and the Sellers in connection with any covenant contained herein, this Agreement and the transactions contemplated hereby and (iii) any cash paid by Purchaser to holders an aggregate of Company Shares $25,000 in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction Liabilities incurred in the Total Consideration. The remedies Ordinary Course of Business (other than liabilities for breach of any Contract or violation of any Law)); or (e) enforcing any Buyer Indemnified Party’s indemnification rights provided in for under this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser7.2 in connection with a successful indemnification claim.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to jointly From and severallyafter the Closing, indemnify Sellers shall be liable for and shall pay, and shall indemnify, defend and hold harmless Purchaser from and against any Share Purchase Agreement the Company (and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses each of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officersmembers, directorsofficers and employees) (collectively, employees, affiliates and agents (the “Purchaser Indemnitees”) directly or indirectly against, any and all claims, damages, liabilities, costs and expenses (includingincluding reasonable attorneys’ fees) (collectively, after the First Closing“Damages”) sustained by a Purchaser Indemnitee, in excess of insurance proceeds actually received by the Company) as Purchaser Indemnitee and other amounts actually received by the Purchaser Indemnitee from Seller or third parties in partial or complete settlement or satisfaction of such Damages, resulting from or in connection with any claim, action, suit, proceeding or demand by a result of person or entity that is not a Purchaser Indemnitee (i) relating to liabilities or obligations for which the Company has any inaccuracy liability or breach of a representation or warranty obligation after the Closing Date that are not expressly contemplated by this Agreement to continue as obligations of the Company after the Closing; or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by arising from the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders operation of Company Shares in excess of what such Shareholder the business of the Company would prior to the Closing Date. Notwithstanding any provision of this Article to the contrary, except to the extent expressly covered by any representation, warranty or covenant made by Sellers in Sections 4.1 and 4.2, in no event shall the obligations of Seller or Parent in this Section 4.6 apply to, nor shall any Purchaser Indemnitee be entitled to receive hereunderindemnification under this Section 4.6 for, any claims, damages, liabilities, costs and expenses relating to or associated with the condition or use of the Real Property or the Tangible Personal Property, including (without limitation) the habitability, merchantability, fitness for a particular purpose, title, zoning, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, or the compliance with governmental laws as the foregoing relate to the Real Property and the Tangible Personal Property. The Sellers acknowledge that Purchaser entered into provisions of this Agreement because it believed the truth Section 4.6 shall survive for a period of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First five (5) years after Closing, unless notice setting forth a specific claim for Damages for which if resolved at any Purchaser Indemnitee is entitled to indemnification hereunder shall be given to Sellers or before Sellers otherwise shall obtain actual knowledge of any such Damages within that period, in which case the First Closing would have led to a reduction in the Total Consideration. The remedies provided in provisions of this Section 8.2 will not be exclusive 4.6 shall survive as to such Damages until the same are finally and fully resolved; provided, however, that the provisions of or limit this Section 4.6 shall survive indefinitely (subject to any other remedies that may be available applicable statute of limitations) as to Purchaserany Damages for which any Purchaser Indemnitee is entitled to indemnification hereunder related to Taxes.

Indemnification by Sellers. Each Seller From and after the Closing Date and ending on (each an “Indemnifying Party”i) agrees to in the case of claims brought under any covenant or agreement of Sellers contained in this Agreement that survive the Closing Date, the Covenant Termination Date, or (ii) in the case Sellers breach any of their representations or warranties in this Agreement, the Representation Termination Date, Sellers shall jointly and severally, severally indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent Buyers and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, partners and stockholders of Buyers, and each of their heirs and personal representatives (collectively, the "Buyer Indemnitees") from and against, and shall pay to Buyer Indemnitees the amount of, any and all Losses actually incurred by any of Buyer Indemnitees following the Closing Date caused by (a) any breach of or inaccuracy in the representations and warranties of Sellers contained in this Agreement (including the Schedules attached hereto) (other than breaches, inaccuracies or misrepresentations of any representation or warranty of which the Buyers or any of their officers, directors, employees, affiliates agents or Affiliates had knowledge as of the Closing) and agents (“Purchaser Indemnitees”b) directly any material breach of the covenants or indirectly (including, agreements of Sellers contained in this Agreement that survive the Closing Date. From and after the First ClosingClosing Date, Sellers shall also jointly and severally indemnify and hold harmless the Buyer Indemnitees from and against, and shall pay to Buyer Indemnitees the amount of, any and all Losses actually incurred by any of Buyer Indemnitees following the Company) as a result of (i) any inaccuracy or breach of a representation or warranty Closing Date relating to Acquisition's obligations under Section 116 of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(aIncome Tax Act (Canada), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to Sellers, jointly and severally, at their sole expense, but only up to a maximum amount of the Purchase Consideration actually received by all Sellers as of the final conclusion of any indemnification hereunder, will defend, and Sellers agree to indemnify and hold harmless Purchaser harmless, Buyer, its subsidiaries, successors, stockholders (including any parent entity), officers, directors, predecessors, assigns, agents, employees, attorneys and representatives of each of them, past or present (collectively, “Buyer Indemnitees”), from and against with respect to any Share Purchase Agreement and all claimsassessments, judgments, debts, obligations, liabilities, losses, liabilitiescosts (including, damagesbut not limited to, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expensesand, in the event of any litigation, costs and expenses of investigation litigation), damages, expenses, interest, or penalties arising out of or relating to any Material Claim asserted, or any suit or proceeding brought by, a third party, and defense which is first asserted or brought within thirty-six (hereinafter individually a “Loss” and collectively “Losses”36) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, months after the First ClosingClosing (or sixty (60) months after the Closing in the case of any matter concerning taxes of any Seller or of G3 Nova) against any Buyer Indemnitee(s) insofar as such Material Claim, suit or proceeding shall be based upon an assertion by the Company) as such third party alleging facts or circumstances that, if true, would constitute a result of (i) any inaccuracy or breach of a any representation or warranty of the Company Sellers set forth in Section 10 or a Seller contained hereinSection 11 hereof, provided Buyer gives Sellers prompt written notice of any such claim and provides Sellers such reasonable cooperation and assistance as Sellers may request from time to time in the Disclosure Schedule defense thereof. Buyer shall permit Sellers to control such litigation. Buyer shall have the right, but not the obligation, to participate in such litigation or proceeding at its sole expense through counsel of its own choosing. Sellers shall pay any damages and costs assessed against any Buyer Indemnitee(s) (or paid or payable by any Buyer Indemnitee(s) pursuant to a settlement agreement, provided that Buyer will not enter into any settlement without the prior written consent of Sellers, which consent shall not be unreasonably withheld or delayed) in connection with such a suit or proceeding, provided Buyer has given Sellers prompt written notice of such claim. Buyer shall use its best efforts to cause any Buyer Indemnitee(s) who are not under Buyer’s control to comply with the foregoing procedures, but the failure by any such Buyer Indemnitee(s) to comply in whole or in any agreements, Schedules part shall not reduce or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the relieve Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in obligations under this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser16.2.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to jointly the limitations set forth in this ARTICLE XII and severallyany other express provision of this Agreement, indemnify Sellers shall indemnify, save, insure, pay, defend, protect, and hold harmless Purchaser Purchaser’s Indemnitees from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) Indemnification Loss incurred by any of Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents ’s Indemnitee to the extent resulting from (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of (ia) any inaccuracy or breach of a any representation or warranty of Sellers in this Agreement and/or the Company “Seller” under the Share Purchase Agreement; and (b) any breach by Sellers, and/or any breach by the “Seller” under the Share Purchase Agreement, of any of their covenants or a Seller contained hereinobligations under this Agreement and/or the Share Purchase Agreement. Such Indemnification shall survive for the Survival Period. Sellers’ aggregate liability to any and all Purchaser’s Indemnitees shall not exceed TWO PERCENT (2%) of the aggregate of the Purchase Price plus the Purchase Price under the US Companion Contract plus the Purchase price under the Share Purchase Agreement (the “Seller’s 49 Indemnification Cap”). Sellers shall not be liable to the Purchaser’s Indemnitees for any Indemnification Loss incurred by them hereunder until the aggregate amount of all such Indemnification Loss, plus any “Indemnification Loss” (as defined in the US Companion Contract) exceeds FIFTY THOUSAND AND/NO DOLLARS ($50,000.00) (the “Seller’s Deductible”), in which event Sellers shall be liable for all Indemnification Loss exceeding the Disclosure Schedule or Seller’s Deductible; provided, however, that the maximum aggregate amount of Indemnification Loss incurred by the Purchaser’s Indemnitees for which Sellers shall be liable shall be the Seller’s Indemnification Cap. Notwithstanding the foregoing, the Seller’s indemnification obligations set forth in any agreementsthis Section 12.2 shall terminate on the date the parent company CNL Lifestyle Properties, Schedules or Exhibits or other ancillary documents delivered pursuant Inc. has sent a request to this Agreement for its shareholders to sell substantially all of its assets excluding the period such representation or warranty survives pursuant to Section 8.1(aAssets (“Lifestyle Sale Event”), provided Sellers have escrowed the Escrowed Indemnification Cap Amount (iias defined hereinbelow) any failure by at the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder time of the Company would be entitled Lifestyle Sale Event. If the Lifestyle Sale Event occurs prior to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth end of the CompanySurvival Period, Sellers shall escrow the full amount of Seller’s and Indemnification Cap with the Sellers’ representations Solicitors, less any claims paid under this Section 12.2 (the “Escrowed Indemnification Cap Amount”). If the Lifestyle Sale Event occurred and warrantiesthe Survival Period has not expired, thus such Lossesupon the occurrence of an Indemnification Loss and provided Purchaser has complied with the terms set forth in this ARTICLE XII, funds from the Escrowed Indemnification Cap Amount in the amount of the Indemnification Loss shall be disbursed to Purchaser upon written demand by Sellers and Purchaser. The Escrowed Indemnification Cap Amount shall be returned to CNL Lifestyle Properties, Inc. at the expiration of the Action Period, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at no action has been commenced or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaseris pending against Sellers.

Indemnification by Sellers. Each Seller Sellers agree to defend and indemnify Etec, Etec Sub and their respective affiliates, directors, officers and shareholders, and their respective successors and assigns (each an “Indemnifying Party”) agrees to jointly and severallycollectively, indemnify "Etec Indemnitees"), against and hold each of them harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, taxes, claims, suits, proceedings, demands, judgments, damages, deficienciesexpenses and costs, including, without limitation, reasonable counsel fees, costs and expensesexpenses incurred in the investigation, including reasonable attorneys’ fees and reasonable expensesdefense or settlement of any claims covered by this indemnity (in this Section 8.1 collectively, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”the "Indemnifiable Damages") incurred which any such indemnified person may suffer or incur by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result reason of (iI) any the inaccuracy or breach of a representation or warranty any of the Company representations, warranties and covenants of Sellers contained in this Agreement or a Seller contained hereinany documents, in the Disclosure Schedule certificate or in any agreements, Schedules or Exhibits or other ancillary documents agreement delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), hereto; (ii) any failure claim asserted by and granted to any person relating to or arising out of transactions, events, acts or omissions of or by Sellers or Ebetech, prior to the Company or any Seller to perform or comply with any covenant contained herein, and Closing Date; (iii) any cash paid by Purchaser liabilities of Ebetech (excluding expenses incurred in the ordinary course of business, including but not limited to holders of Company Shares in excess of what such Shareholder of the Company would be entitled purchase orders) not disclosed to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Etec or Etec Sub, whether or not known to Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at were incurred prior to the Closing Date; (iv) the absence of intellectual property essential to the business of Ebetech as it is currently conducted (not including costs of applying for and perfecting known patents); or before (v) the First Closing would have led to a reduction absence of appropriate accruals in the Total ConsiderationEbetech Balance Sheet. The remedies provided in Notwithstanding anything herein to the contrary, Sellers' liability under this Section 8.2 will not Share Purchase Agreement shall be exclusive of or limit any other remedies that may be available limited to Purchaser.the following amounts:

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to the procedures and limitations set forth in this Article X, Principal Sellers agree, jointly and severally, and Sellers (other than Principal Sellers) agree, severally, to indemnify Purchaser and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense every Affiliate (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employeesshareholders, affiliates agents and agents representatives) of Purchaser (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages (but not including consequential, punitive or incidental Damages) which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants or agreements of the Company or Sellers contained in this Agreement or in any certificate or instrument required to be delivered pursuant hereto. In addition to the foregoing, Principal Sellers agree, jointly and severally, and Sellers (other than Principal Sellers) agree severally to indemnify Purchaser Indemnitees against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee as a result of any of the following, if and to the extent based upon or arising out of events or omissions occurring prior to the Effective Time or facts or circumstances in existence as of the Effective Time: (ia) Liability for Taxes for any period up to and including the Closing; (b) Litigation; (c) Environmental Liabilities; (d) any inaccuracy or breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered product liability claim; (e) Liabilities pursuant to this Agreement for the period such representation Occupational Health & Safety Act or warranty survives pursuant any laws relating to Section 8.1(a), health and safety and (iif) any failure Liabilities resulting from (I) infringements or claimed infringements on the Company's Intellectual Property or (II) infringements or claimed infringements by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders on the Intellectual Property of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaserthird party.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to Except as otherwise expressly provided in this Article 7, Sellers shall jointly and severallyseverally defend, indemnify and hold harmless Purchaser SESI and any successors of SESI through merger or consolidation (SESI and such Persons, collectively, "SESI's Indemnified Persons"), and shall reimburse SESI's Indemnified Persons, for, from and against each and every demand, claim, action, loss (which shall include any Share Purchase Agreement diminution in value), liability, judgment, damage, cost and all claimsexpense (including, losseswithout limitation, liabilitiesinterest, damages, deficienciespenalties, costs of preparation and expensesinvestigation, including and the reasonable attorneys’ fees and reasonable expensesfees, disbursements and expenses of investigation attorneys, accountants and defense other professional advisors) (hereinafter individually a “Loss” and collectively “collectively, "Losses”") imposed on or incurred by PurchaserSESI's Indemnified Persons, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly indirectly, relating to, resulting from or arising out of: (including, after the First Closing, by the Company) as a result of (ia) any inaccuracy or breach of a in any representation or warranty of the Company Sellers in this Agreement or a Seller contained hereinany certificate, in the Disclosure Schedule document or other instrument delivered or to be delivered pursuant hereto in any agreementsrespect whether or not SESI's Indemnified Persons relied thereon or had knowledge thereof or (b) any breach or nonperformance of any covenant, Schedules or Exhibits agreement or other ancillary documents obligation of Sellers under this Agreement or any certificate, document or other instrument delivered or to be delivered pursuant to this Agreement hereto; provided, however, that, except for the period such a knowing and intentional breach of any representation or warranty survives pursuant of Sellers in this Agreement (as to Section 8.1(awhich there shall be no minimum or maximum amount of liability), (ii) any failure by Sellers shall have no liability under this Section 7.1 unless and until the Company or any Seller to perform or comply with any covenant contained hereinaggregate of all Losses resulting therefrom exceeds $50,000, and (iii) any cash paid by Purchaser to holders of Company Shares in which event Sellers shall be liable for all Losses in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led amount up to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive maximum aggregate amount of or limit any other remedies that may be available to Purchaser$5,000,000.

Indemnification by Sellers. Each (a) Subject to the limitations set forth in this Article 10, from and after the Closing, the Sellers, severally and not jointly (and in the case of each Seller not to exceed his or its Ownership Ratable Share of any amount) (in each an “Indemnifying Party”) agrees case, except with respect to any obligations for which a Seller and the members of such Seller’s Indemnity Group are jointly and severallyseverally liable under this Section 10.1(a)), agree to indemnify and hold harmless the Purchaser, the Company, the Company Subsidiaries and each officer, director, manager and stockholder of the Purchaser and each of the successors and assigns of the foregoing (each, a “Purchaser Indemnified Person” and collectively, the “Purchaser Indemnified Persons”) from and against any Share Purchase Agreement and all claimsactions, demands, suits, assessments, judgments, damages, losses, liabilitiesTaxes, damagesAdditional Taxes (as such term is defined in the Tax Policy), deficienciesliabilities and expenses incurred by such Purchaser Indemnified Persons (including interest, costs penalties, reasonable attorneys’, consultants’ and experts fees and expenses, including reasonable attorneys’ fees and reasonable expensesall amounts paid in investigation, defense or settlement of any of the foregoing), whether or not arising out of any Third Party Claim or other Proceeding, but expressly excluding punitive and expenses of investigation and defense exemplary damages (except to the extent that punitive or exemplary damages are actually awarded in connection with a Third Party Claim) (hereinafter individually a collectively referred to as “Loss” and collectively “LossesDamages”) incurred by Purchaser), its Parent and their respective officersresulting from, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly arising out of or indirectly (including, after the First Closing, by the Company) as a result of relating to (i) any inaccuracy or breach of a any representation or warranty of made by the Sellers or the Company or a Seller contained herein, in the Disclosure Schedule this Agreement or in Section 3 of any agreementsSeller Release (disregarding, Schedules for purposes of both (x) determining whether such breach exists and (y) calculating the amount of Damages resulting therefrom, any limitation or Exhibits qualification as to “materiality,” “material,” “Material Adverse Change” or other ancillary documents delivered pursuant to this Agreement for the period similar qualifiers set forth in such representation or warranty survives pursuant to Section 8.1(awarranty), (ii) any failure breach of any covenant or agreement to be performed by the Company Sellers or the Seller Representatives hereunder or under any other Seller to perform Document on or comply with following the Closing, (iii) any breach of any covenant contained hereinor agreement to be performed by the Sellers, the Seller Representatives or the Company hereunder prior to the Closing (the breaches of the Seller, the Seller Representatives or the Company in the preceding clauses (i), (ii) and (iii) being collectively referred to as “Seller/Company Breaches”), (iv) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder and all Taxes of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed (or the truth of non-payment thereof), or (v) the Company’s and Gross-Up Amount if the Sellers’ representations and warranties, thus Section 338(h)(10) Election was invalid or ineffective based on a Final Adjudication (as such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction term is defined in the Total Consideration. The remedies provided in this Tax Policy and subject to the provisions of Section 8.2 will not be exclusive 9.8(e))) of or limit any other remedies such issue; provided, however, that may be available to Purchaser.notwithstanding the foregoing, the indemnification obligations of each Seller under each of (A) the preceding clause

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject in all respect to jointly the provisions of this Section 6.15, the Sellers, severally and severallynot jointly, indemnify shall indemnify, defend, and hold harmless the Purchaser and each of its Affiliates, officers, managers, directors, employees, agents, and representatives (each, a “Purchaser Indemnitee”) after the Closing Date from and against any Share Purchase Agreement against, and shall reimburse each Purchaser Indemnitee for all demands, claims, actions or causes of action, assessments, losses, liabilities, damages, deficienciesliabilities, costs and expenses, including including, without limitation, interest, penalties, court costs and reasonable attorneys’ fees and expenses (including, without limitation, reasonable expenses, and expenses of investigation and defense reasonable attorneys’ and accountants’ fees) (hereinafter individually a “Loss” and collectively or “Losses”) imposed upon or incurred by Purchasersuch Purchaser Indemnitee, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (includingarising out of, after the First Closingrelating to, by the Company) as a result of or resulting from (i) any inaccuracy misrepresentation or breach of a any representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule Article II hereof or in any agreements, Schedules or Exhibits or other ancillary documents certificate delivered by the Sellers pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)Agreement, (ii) any failure breach by the Company or Sellers in any Seller to perform or comply with material respect of any covenant or agreement of the Sellers contained herein, in or arising out of this Agreement and (iii) any cash paid claims by Purchaser Xxxxxx, Xxxxxxxx & Co., Inc. pursuant to holders Section 6.17 hereof for broker fees in connection with its services rendered to the Sellers and/or the Company in connection with this Agreement. For the avoidance of doubt, the Parties acknowledge and agree that the Sellers shall not be in any way liable for any misrepresentation or breach of any representation or warranty contained in Article III hereof or in any certificate delivered by the Company Shares in excess pursuant to this Agreement or for any breach by the Company of what such Shareholder any covenant or agreement of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into contained in or arising out of this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserAgreement.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to Stockholder, but not Optionholder, jointly and severally, indemnify indemnifies and hold holds harmless Purchaser from and against its officers, Affiliates, successors and assigns (the "Purchaser Indemnified Parties") in respect of any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, liabilities and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after without limitation, settlement costs and any legal or other expenses for investigating or defending any actions or threatened actions), together with interest thereon at the First Closingrate of eight percent (8%) per annum, compounded annually, from the date incurred until paid, reasonably incurred by the Company) Purchaser Indemnified Parties in connection with, arising from or as a result of (i) any inaccuracy or breach on the part of a any Seller of any representation or warranty of the Company or a Seller Sellers contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), any document delivered in connection herewith or (ii) any failure breach on the part of any Seller of any covenant of Sellers contained in this Agreement or any document delivered in connection herewith. All indemnification payments shall be paid by Stockholders in immediately available funds upon presentation by the Company or any Seller to perform or comply with any covenant contained hereinPurchaser Indemnified Party of invoices representing indemnifiable claims, and (iii) any cash which invoices may be paid by as accrued. Notwithstanding the foregoing, the obligation of each of Dougxxx X. Xxxxxxxxx xxx Alfrxx X. Xxxkeley, III to indemnify Purchaser under this Article VI shall be limited to holders of Company Shares in excess of what such Shareholder the portion of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warrantiesPurchase Price received by such Stockholder, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaseras shown on Attachment 2.02B hereof.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) Sellers agrees to jointly indemnify Purchaser and severallyeach of its affiliates, indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, stockholders, representatives and agents, against, and agrees to hold it and them harmless from, any and all Losses incurred or suffered by Purchaser or any of its affiliates and agents (“or any combination thereof) arising out of any of the following: (a) any material breach of or any inaccuracy in (or any alleged breach made by a person other than Purchaser Indemnitees”of or inaccuracy in) directly any representation or indirectly warranty made by Sellers pursuant to this Agreement, any Contract including the parties to this Agreement contemplated hereby (including, after without limitation, the First ClosingSupply Agreement), any document relating hereto or thereto or contained in any Exhibit to this Agreement, and any breach of or failure by Sellers to perform (or alleged breach of or failure by Sellers to perform) any covenant or obligation of Sellers set out in this Agreement, any Contract including the Companyparties to this Agreement contemplated hereby (including, without limitation, the Supply Agreement), any document relating hereto or thereto or contained in any Exhibit to this Agreement; (b) any of the Excluded Assets; (c) any Unassumed Liabilities; (d) the Bulk Sales Laws of any jurisdiction in connection with transactions contemplated by this Agreement; (e) any Claims by or liabilities with respect to any employee of Sellers with respect to his or her employment or termination of employment by Sellers, including, without limitation, any and all worker's compensation claims or liabilities to the extent arising out of any accidents, illness or other events which occurred on or prior to the Closing Date; (f) to the extent not included in clauses (a)-(e) above, irrespective of whether or not Sellers had knowledge of the matters referred to in this clause (f), and irrespective of whether or not the representations and warranties set forth in this Agreement were breached, including without limitation the items disclosed on Schedule 3.13, any and all Environmental Liabilities and Costs (including, without limitation, (i) the Release of any Contaminant on, upon or into any property and (ii) damage to real or personal property or natural resources and/or harm or injury to persons or entities alleged to have resulted from any such Release of Contaminants) arising out of or in connection with the present or past operations and facilities of Seller as conducted prior to the Closing Date; (g) all demands, assessments, judgements, costs and reasonable legal and other expenses arising from, or in connection with, any investigation, action, suit, proceeding or other Claim incident to any of the foregoing; (h) any litigation to which Seller is a result of party relating to the foregoing; and (i) any inaccuracy use of the Acquired Assets by any person while such Acquired Assets are located in AWC's facilities or breach otherwise are in the possession of AWC. Notwithstanding the foregoing, Sellers shall not be obligated to indemnify Purchaser for AWC's non-performance under the Supply Agreement when such non-performance is the direct and sole result of a representation or warranty of the Company or a Seller contained herein, Force Majeure Event (as such term is defined in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(aSupply Agreement), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.

Indemnification by Sellers. Each (a) Subject to the limitations herein, STR Sellers and STRG Seller (each an “Indemnifying Party”) agrees to jointly and hereby severally, indemnify but not jointly, indemnify, defend and hold harmless Purchaser from each Buyer, each Company, their respective Subsidiaries and against any Share Purchase Agreement Affiliates (other than STR Sellers and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”STRG Seller) incurred by Purchaser, its Parent and their respective officers, directors, managers, employees, affiliates agents, representatives, members, partners and agents stockholders (collectively, the “Purchaser IndemniteesBuyer Indemnified Parties”) directly or indirectly (including, after the First Closing, by the Company) as a result of against any Loss arising from (i) any breach or inaccuracy in any of the representations and warranties contained in Article III, (ii) in the case of the STRG Seller, any breach or inaccuracy in any of the representations and warranties made by Worsley contained in Clause 5.1 or Clause 5.2 of the Minority STRG Agreement, (iii) any breach of a representation or warranty any of the Company covenants or a other agreements of any STR Seller, STRG Seller or Holdings contained hereinin this Agreement, (iv) any breach of any of the covenants or other agreements of any of the Companies to the extent performance thereof is required in the Disclosure Schedule or in Pre-Closing Period, (v) any agreements, Schedules or Exhibits breach of any covenants or other ancillary documents delivered agreements of STRG Seller or Worsley contained in the Minority STRG Agreement to the extent performance thereof is required in the Pre-Closing Period, or (vi) any Litigation commenced or threatened by Worsley in connection with the disbursement of any amounts owed to Worsley pursuant to this Agreement for or the period such representation or warranty survives pursuant to Section 8.1(aMinority STRG Agreement (clauses (i), (ii), (iii), (iv), (v) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) vi), collectively “Buyer Losses”). For the avoidance of doubt, other than the Retention Escrow Amount payable pursuant to and in accordance with Section 2.7, STR Sellers and STRG Seller shall have no liability for any cash paid by Purchaser to holders Loss arising from any breach or inaccuracy of Company Shares in excess of what such Shareholder any of the Company would representations and warranties contained in Article IV and Buyer Indemnified Parties’ sole and exclusive remedy with respect to such Losses shall be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed against the truth of the Company’s Retention Escrow Amount and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserRWI Policy.

Indemnification by Sellers. Each Subject to Section 9.04, from and after the Closing Date, each Seller, severally but not jointly (solely with respect to the representations, warranties, covenants or agreements made by such Seller (each an “Indemnifying Party”) agrees to jointly and severallyor any of the Target Companies in accordance with the allocation percentage on Annex A), shall indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claimsits Affiliates, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates agents, successors and agents assigns (each, a “Purchaser IndemniteesIndemnified Party”) directly for and against all Losses, arising out of or indirectly (including, after the First Closing, by the Company) as a result of resulting from: (i) any inaccuracy or breach of a any representation or warranty of the Company or a made by such Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)Article III, (ii) any failure by breach of any representation or warranty with respect to any of the Company or any Seller to perform or comply with any covenant Target Companies contained herein, and Article IV; (iii) any cash breach of any covenant or agreement contained in this Agreement requiring performance by such Seller or any of the Target Companies, (iv) the Internal Restructurings (including the operations of the transferred entities) or (v) any Liability relating to any claim by any former partner of RHA Seller or HB Partners for actions arising prior to the Closing. With respect to any claims by any Purchaser Indemnified Party pursuant to item (i) of Section 9.02, such claims shall be paid by the applicable Seller making the applicable representation and warranty. Similarly, with respect to any claims by any Purchaser Indemnified Party pursuant to holders item (ii) of Company Shares Section 9.02, such claims shall be paid by each Seller severally in proportion to such Seller’s allocation percentage set forth on Annex A; provided that to the extent that the claim is related to the HB Target Companies then only XX Xxxxxxx shall indemnify the Purchaser Indemnified Parties and to the extent that the claim is related to the RHA Target Companies then only RHA Seller shall indemnify the Purchaser Indemnified Parties. Notwithstanding anything to the contrary contained herein, in no event shall any Seller be obligated to make any payment pursuant to this Section 9.02 in excess of what such Shareholder the portion of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus Purchase Price received by such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserSeller.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to jointly and severallyseverally covenants and agrees that it will indemnify, indemnify defend and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by the Purchaser, its Parent the Company, the Partnership and their respective officers, directors, employees, agents, representatives and affiliates and agents (collectively, the “Purchaser IndemniteesIndemnified Parties”) from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, losses, liabilities, diminutions of value, costs and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) arising directly or indirectly (includingfrom, after the First Closing, by the Company) as a result of or in connection with any breach of the representations that by their terms survive the Closing and the Surviving Covenants. In respect of the indemnification obligation set forth in the immediately preceding sentence, (i1) no Seller shall be liable for any other Seller’s breach of Section 4(d), Section 12(a)(I) or the certificate delivered by any other Seller pursuant to Section 12(a)(II) or for fraud committed by any other Seller, (2) the liability of each Seller for all claims hereunder shall be limited in amount to the amount labeled “Distribution Amount” on Exhibit C for each Seller (subject to adjustment pursuant to Section 3) and (3) (A) each Seller shall be solely liable for such Seller’s breach of Section 4(d), Section 11(a)(I) or the certificate delivered by such Seller pursuant to Section 12(a)(II) (to the extent that such certificate relates to such Seller’s compliance with Section 4(d) and Section 12(a)(I)) or for fraud committed by such Seller and (B) any inaccuracy Seller’s liability for breaches of any of the representations that by their terms survive the Closing or for breaches of the Surviving Covenants shall be limited to all Losses resulting from such breach multiplied by such Seller’s Sharing Ratio. Any claim for indemnification pursuant to this Section 14(a) based on the breach of a representation or warranty of covenant that survives the Company Closing for a finite period must be asserted by the Purchaser or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at Indemnified Party on or before the First Closing would have led expiration of such finite period for such claim to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaserenforceable.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Sellers hereby agree that notwithstanding any investigation which may have been made by or on behalf of Purchaser prior to jointly and severallythe Closing, indemnify Sellers shall severally indemnify, defend and hold harmless Purchaser (and any affiliated party of Purchaser) at any time after consummation of the Closing, from and against any Share Purchase Agreement and all demands, claims, actions, or causes of action, assessments, losses, liabilities, damages, deficienciesliabilities, costs and expensesexpenses including, including subject to this Article, interest, penalties, court costs, and reasonable attorneys’ ' fees and reasonable expensesexpenses asserted against, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) resulting to, imposed upon or incurred by PurchaserPurchaser or any affiliated party, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (includingindirectly, after the First Closing, caused by the Company) as a result reason of or resulting from or arising out of (i) any inaccuracy misrepresentation or any breach or nonfulfillment of a representation any representation, covenant, warranty or warranty agreement of the Company Sellers contained in or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered made pursuant to this Agreement for Agreement, including, but not limited to, the period such representation or warranty survives pursuant to provisions of Section 8.1(a)1.8 hereof, (ii) the administration, operation, qualification or benefits or other amounts paid or payable under the Profit Sharing Plan, except that no indemnification is hereby made with respect to any failure loss, damage, or expense incurred by Purchaser arising from or relating to the Company direct transfer or "roll-over" by any participant of accrued benefits or account balances under the Profit Sharing Plan into any plan maintained or operated by Purchaser or any Seller to perform or comply with any covenant contained hereinERISA Affiliate of Purchaser, and (iii) any cash paid failure of the Company prior to the Closing Date to comply with the requirements of COBRA, and (iv) any breach by the Company prior to the Closing Date of its duties or obligations under any administrative services agreement, or other agreement including, but not limited to, acts or omissions of the Company constituting negligence or gross negligence. Notwithstanding the preceding, in no event shall Sellers be obligated to indemnify Purchaser to holders of Company Shares in an amount in excess of what such Shareholder of FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($400,000.00) as to undisclosed liabilities pursuant to the Company would be entitled to receive hereunderReserve Account. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.7.2

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to the terms and conditions of this Article X, Sellers shall, jointly and severally, indemnify Buyer and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses each of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates agents, Affiliates and agents successors and assigns in respect of all or substantially all of the Business, against, and hold them harmless from, any Loss sustained, suffered or incurred by any such Indemnified Person (“Purchaser Indemnitees”other than any relating to environmental matters, for which indemnification provisions are set forth in Section 10.3) directly to the extent arising from (a) if the Closing occurs, any breach of any representation or indirectly warranty of either Seller contained in this Agreement which survives the Closing or in any certificate, instrument or other document delivered pursuant hereto, (b) any breach of any covenant or agreement of either Seller contained in this Agreement or any other Transaction Document or (c) if the Closing occurs, the existence of, or the failure of such Seller to pay, perform and discharge when due, any of the Excluded Liabilities (including, after the First Closingwithout limitation, by the Company) any Losses as a result of (i) any inaccuracy or breach the failure of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained hereinBulk Sales Laws referred to in Section 8.10); PROVIDED, HOWEVER, that neither Seller shall have any liability under clause (a) of this Section 10.1 unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis together with Losses for which Buyer is indemnified under Section 10.3, an amount equal to $500,000 (and then only to the extent of any such excess); and PROVIDED FURTHER, HOWEVER, that Sellers' aggregate liability under clause (a) of this Section 10.1, clause (c) of this Section 10.1 (with respect to Excluded Liabilities other than Specifically Excluded Liabilities) and Section 10.3 shall in no event exceed $15,000,000. Sellers shall have no obligation to indemnify Buyer with respect to any Loss, including but not limited to, any breach of the representations set forth in Section 4.5, which are within the scope of the Title Policy procured in accordance with the Title Commitment referred to in Section 6.4, and (iii) any cash paid by Purchaser Buyer agrees that its sole recourse with respect to holders such matters shall be against the issuer of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserTitle Policy.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to Seller, jointly and but not severally, shall indemnify and hold harmless Purchaser Buyer and each of its officers, managers, members, agents and representatives (collectively, the “Buyer Indemnified Parties”) from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses Losses that Buyer Indemnified Parties may suffer or sustain by reason of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result arising out of (ia) any inaccuracy or breach of a in any representation or warranty of Sellers contained in ARTICLE III, except to the Company extent that the same has been modified or updated as set forth elsewhere herein, or (b) any breach of any covenant or agreement of Sellers contained in this Agreement (the amount of such Losses, the “Sellers Indemnifiable Amount”). Except for Claims (as such term is defined below) made further any breach of a Seller contained hereinFundamental Representation, in all Claims made by Buyer shall be satisfied from the Disclosure Schedule or in any agreementsEscrow Deposit and the escrowed Buyer Shares; notwithstanding the foregoing, Schedules or Exhibits or other ancillary documents delivered pursuant to if Sellers (i) terminate this Agreement for the period such representation other than as set forth in Section 8.01 or warranty survives pursuant to Section 8.1(a), (ii) any failure by breach the Company or any Seller provisions of Section 5.03, in addition to perform or comply with any covenant contained herein, all other remedies and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would damages Buyer may be entitled to receive hereunder. The further to the provisions hereof, Sellers acknowledge that Purchaser entered into shall be responsible to pay Buyer in cash for all costs and expenses incurred by Buyer in connection with the preparation of this Agreement because it believed and the truth Ancillary Agreements and all accounting costs and expenses incurred in connection with any audit of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaserfinancial statements.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to of Xxxxxx X. Xxxxxxx and Sellers, jointly and severally, shall indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective 's officers, directors, employeesemployees and shareholders (collectively, affiliates "Purchaser Indemnified Parties") harmless against and agents in respect of any and all losses, costs, expenses, claims, damages, obligations and liabilities (“whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including costs of investigation and interest, penalties and reasonable attorneys' fees and disbursements ("Damages"), net of any proceeds from insurance or any other collateral source, which any Purchaser Indemnitees”) directly Indemnified Party may suffer, incur or indirectly become subject to arising out of, based upon or otherwise in respect of: (including, after the First Closing, by the Company) as a result of (ia) any inaccuracy in or breach of a any representation or warranty of the Company either Seller made in or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform Transaction Document; (b) any breach or comply with nonfulfillment of any covenant or obligation of either Seller or Xxxxxx X. Xxxxxxx contained herein, in this Agreement or any Seller Transaction Document; (c) any finder's or broker's fee due or claimed to be due by reason of any third party acting on Sellers' behalf in connection with the transactions contemplated by this Agreement; (d) any liability or other obligation of either Seller other than the Assumed Liabilities; and (iiie) any cash paid by Purchaser to holders of Company Shares matters referenced in excess of what such Shareholder Sections 3.4, 3.8(e) and 3.19 of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserDisclosure Statement.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to jointly and severally, Sellers shall indemnify and hold harmless Purchaser Buyer, at all times from and after the Closing Date, against and in respect to any Share Purchase Agreement and all Damages. For the purposes of this Section 10, the term "Damages" means the cost of any claims, actions, demands, deficiencies, lawsuits, losses, expenses, liabilities, damages, deficiencies, costs penalties and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly damages (including, after without limitation, attorneys' and accountants' fees incidental thereto or incidental to the First Closingenforcement by Buyer of this Agreement) resulting to Buyer, net of any insurance proceeds received by Buyer or the Company) as a result Company in reimbursement of such Damages, from: (ia) any inaccuracy material inaccurate representation made to Buyer in or breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives in any certificate, schedule or other instrument or document delivered to Buyer pursuant to Section 8.1(a)this Agreement; (b) any material breach of any of the warranties made to Buyer in or pursuant to this Agreement or in any certificate, schedule or other instrument or document delivered to Buyer pursuant to this Agreement; (c) any material breach or default in the performance by Sellers of any of its covenants or obligations under this Agreement or in any certificate, schedule or other instrument or document delivered to Buyer pursuant to this Agreement; (d) any material omission from any certificate, schedule or other instrument delivered to Buyer pursuant to this Agreement; or (e) any material litigation involving the Company relating to or arising from acts, events or omissions prior to the Closing Date. Sellers shall reimburse Buyer on demand for any payment made by Buyer at any time after the Closing, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect of any Damages to which the foregoing indemnity relates; provided that, (i) Sellers shall have had the opportunity to be involved in the negotiation and defense of same; (ii) any failure by the Company or any Seller to perform or comply Buyer shall have given prompt notice of all facts relating thereto and shall have fully cooperated with any covenant contained hereinSellers with respect thereto; and, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would all applicable appeal periods have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaserexpired.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to shall severally and not jointly and severallyonly in proportion to such Seller's pro-rata share of ownership of the Company immediately preceding the Closing Date indemnify, indemnify defend and hold harmless Purchaser 24/7 and its affiliates (including the Subsidiary and the Company), promptly upon demand at any time and from and time to time, against any Share Purchase Agreement and all claims, losses, liabilities, damagesclaims, deficienciesactions, costs damages and expenses, including without limitation reasonable attorneys’ ' fees and reasonable expensesdisbursements exceeding in the aggregate more than $50,000 (collectively, and expenses "Losses"), arising out of investigation and defense or in connection with any of the following: (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of (ia) any inaccuracy material misrepresentation or breach of a representation or any warranty made by such Seller in any of the Company's Documents; (b) any material breach or nonfulfillment of any covenant or agreement made by such Seller in any of the Company's Documents; (c) the claims of any broker or finder engaged by any Seller other than Interactive Capital Partners LLC; (d) any customer claims relating to services provided prior to the Closing, to the extent not covered by insurance or reserved against in the Unaudited Balance Sheet; and (e) without in any manner limiting the foregoing, any liabilities or obligations of, or claims or causes of action against, the Company which arise with respect to or relate to any period or periods on or prior to the Closing Date, except for those which are set forth or reserved against in the Unaudited Balance Sheet or are set forth in a Seller contained hereinschedule hereto, or were incurred subsequent to February 28, 1998, in the Disclosure Schedule ordinary course of business as theretofore conducted and are not materially adverse to the operations or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth prospects of the Company’s 's business. In no event shall the total of any Seller's liability under this paragraph 11 be greater than the portion of the Merger Consideration deposited with the Escrow Agent pursuant to the Escrow Agreement, as provided by subparagraph 13(d), and as shown on Exhibit A to the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to PurchaserEscrow Agreement.

Indemnification by Sellers. Each Seller (Sellers shall indemnify Buyer and each an “Indemnifying Party”) agrees to jointly and severallyof its Affiliates, indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates employees and agents and hold them harmless from any loss, liability, damage or expense (“Purchaser Indemnitees”including reasonable legal fees and expenses as provided in Section 11(f)) directly but excluding liabilities to the extent reserved for on the Closing Net Book Value Statement, consequential damages, lost profits or indirectly punitive damages (includingsuch items, after giving effect to such exclusions, being referred to as "Losses") suffered or incurred by any such indemnified party to the First Closing, by the Company) as a result of extent arising from (i) any inaccuracy or breach of a any representation or warranty of Sellers contained in this Agreement, the Company Tulare Facility License Agreement and the Lease Agreement or a Seller of Kraft Jacoxx xx the UK Asset Purchase Agreement which survives the Closing; provided, however, that for purposes of this indemnity the representations and warranties of Sellers shall be read as if they contained hereinno qualifications for Material Adverse Effect, in materiality (except with respect to Section 4(e) and 4(k) and except for the Disclosure Schedule or in any purpose of determining which agreements, Schedules documents or Exhibits similar items are required to be listed on particular Schedules) or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant knowledge (solely with respect to Section 8.1(a4(l)(i) and Section 4(q)), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, Environmental Losses and (iii) any cash paid by Purchaser to holders breach of Company Shares any covenant of Sellers contained in excess of what such Shareholder of this Agreement, the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Tulare Facility License Agreement because it believed the truth of the Company’s and the Sellers’ representations and warrantiesLease Agreement or of Kraft Jacoxx xx the UK Asset Purchase Agreement requiring performance after the Closing Date; provided, thus such Losseshowever, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at that Sellers shall not have any liability under clause (i) or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in (ii) of this Section 8.2 will not be exclusive 11(a) unless the aggregate of or limit any other remedies that may be available to Purchaser.all Losses relating

Indemnification by Sellers. Each Subject to the limitations and expiration dates contained in this Section 10, if any, (specifically including the provisions of Section 10.05 and 10.06), from and after the Closing, each Seller (each an “Indemnifying Party”) agrees to shall, jointly and severallyseverally from the Escrow Amount, and after full distribution of the Escrow Amount, to the extent provided herein, each Seller shall jointly and severally (except for Xxxxxxx X. Xxxxx, whose obligations shall be several, and not joint, up to his Pro Rata Share of any Losses), indemnify and hold harmless Purchaser from Buyer and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates owners, agents, Affiliates and agents their respective successors and assigns (“Purchaser Indemnitees”collectively, the "Buyer Indemnified Parties") from, against and in respect of all Losses suffered, sustained, incurred or paid by the Buyer Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly indirectly: (includinga)any inaccuracy in or breach of any representation or warranty of Sellers or Company contained in or made pursuant to Section 3 of this Agreement, including in the Disclosure Schedule; (b)any breach or nonperformance by any Seller of any covenant, undertaking, or agreement to be performed or observed by a Seller contained in or made pursuant to this Agreement. (c)any Transaction Expenses incurred or payable by the Company that are not reflected on the Transaction Expense Certificate and that are payable or paid by Buyer or the Company on or after the First Closing; (d)any Debt in excess of the amount included in the Final Debt Amount; (e)notwithstanding any Knowledge qualifiers contained in any representations and warranties of the Sellers and the Company hereunder, by the Company) as a result of any Liability or obligation for (i) any inaccuracy or breach of a representation or warranty of income Taxes imposed on the Company or a Seller contained herein, in with respect to any pre-Closing Tax period and the Disclosure Schedule or in portion of any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for Straddle Period through and ending on the period such representation or warranty survives pursuant to Section 8.1(a)Closing Date, (ii) any failure by Taxes of any member of an Affiliated, consolidated combined or unitary group of which the Company was a member prior to the Closing, for which the Company is liable pursuant to Treasury Regulation Section 1.1502-6 or any Seller to perform analogous or comply with any covenant contained hereinsimilar state, and local or foreign law or regulation, (iii) any cash paid income Taxes of any Person (other than the Company) imposed on the Company as a transferee, successor or by Purchaser Contract, when the events giving rise to holders of such Taxes and to the Company's liability for such Taxes occurred prior to the Closing, (iv) any Taxes imposed upon any income or gain recognized by the Sellers or the Company Shares in excess of what such Shareholder with respect to the sale and purchase of the Units pursuant to the provisions of this Agreement, and (v) any Transfer Taxes under Wisconsin, federal or local Laws; and (f)any brokerage or finders' fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any Person with a Seller or the Company would be entitled to receive hereunder(or any Person acting on their behalf), in connection with the transactions contemplated herein. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.

Indemnification by Sellers. Each Seller (a) Subject to the provisions and limitations of this Article VIII, from and after the Closing Date, each an “Indemnifying Party”) agrees to jointly Seller, severally and severallynot jointly, shall indemnify and hold harmless Purchaser and its Affiliates (the "Purchaser Indemnified Parties") from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, losses, demands, obligations, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expensescosts, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaserany nature whatsoever, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after without limitation, reasonable attorneys’ fees, accountants’ fees, and all costs of investigation, and other expenses of defending any actions or claims, amounts of judgment and amounts paid in settlement, whether or not involving a Third Party Claim (collectively referred to as the First Closing"Damages"), suffered by the Company) as a result Purchaser Indemnified Parties resulting from or arising out of (i) any inaccuracy or breach of a representation or warranty any of the Company representations or a warranties made by either Seller contained herein, in the Disclosure Schedule this Agreement or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a)Transaction Document executed in connection herewith, (ii) any failure breach or nonfulfillment of any covenants or agreements made by the Company either Seller in this Agreement or in any Seller to perform or comply with any covenant contained hereinTransaction Document executed in connection herewith, and (iii) any cash Taxes owed by either Seller and any Taxes owed by either Company for or relating to the period prior to the Closing, (iv) any Indebtedness or Selling Expenses not fully paid by Purchaser either Seller on the Closing Date or not taken as a reduction to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing Purchase Price at the First Closing, which if resolved at save and except for Indebtedness disclosed on the Disclosure Schedules, (v) any fraud or before willful misconduct or intentional misrepresentations or omissions by either Seller (each claim made by the First Closing would have led Purchaser Indemnified Parties pursuant to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not 8.2(a) shall be exclusive of or limit any other remedies that may be available to Purchasera "Purchaser Claim").

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to the applicable limitations set forth in Section 10.05 hereof, Sellers shall, jointly and severally, indemnify Buyers and their respective Affiliates, directors, officers, employees, and their respective heirs, personal representatives, successors and assigns (collectively, the "Buyer Indemnified Parties") against and hold each of them harmless Purchaser from and against any Share Purchase Agreement and all claimsdamage, lossesclaim, liabilitiesaction, damagessuit, deficienciesproceeding, costs judgment, loss, liability, cost and expenses, expense (including reasonable attorneys’ ' fees and reasonable expenses) collectively, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “"Losses”") incurred or suffered by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly any Buyer Indemnified Party arising out of or indirectly (including, after the First Closing, by the Company) as a result of relating to: (i) any inaccuracy or breach of a representation any representation, warranty, covenant or warranty agreement of the Company or a Seller Sellers contained herein, in the Disclosure Schedule this Agreement or in any agreements, Schedules Transaction Document; or Exhibits (ii) the operations of Sellers in connection with the Business prior to the Closing Date (except for the Assumed Liabilities which will be the joint and several responsibility of each Buyer); or other ancillary documents delivered pursuant (iii) the failure of either Seller to perform any of its respective obligations or covenants under this Agreement or any Transaction Document; or (iv) the failure of Sellers to comply with any applicable Law with respect to this Agreement or any Transaction Document; or (v) any product liability claim for Product Manufactured by either Seller prior to the period Closing Date, regardless of when any such representation claim accrues, arises or warranty survives pursuant is asserted, provided, however, that Sellers shall not be responsible to Section 8.1(a)the extent such claim results from (A) any negligent acts or omissions of either Buyer, (iiB) any failure marketing or promotional statements, claims or assertions of either Buyer with respect to Products sold after the Closing Date, or (C) any change, modification or manipulation of the Products in any way by either Buyer or by any third party; or (vi) the Company presence, or alleged presence, of digitalis or any other contaminant in plantain which is an ingredient in any Product Manufactured by either Seller prior to perform the Closing Date; or (vii) any statement made prior to the Closing Date by or on behalf of either Seller that any Governmental Body asserts created drug status for any Product that did not comply with any covenant contained hereinall requirements of Law applicable to drugs, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The provided, however, that Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will shall not be exclusive of responsible for any statements made in catalogs or limit other marketing materials released or distributed after the Closing Date. Notwithstanding anything herein to the contrary, Sellers shall be responsible for any other remedies Products Manufactured by Sellers prior to Closing to the extent that may be available said Products were contaminated, misbranded or adulterated prior to PurchaserClosing.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees Subject to the limitations set forth in Section 10.2 hereof, from and after the Closing Date, SELLERS, jointly and severally, indemnify shall indemnify, hold harmless, and hold harmless Purchaser defend BUYER from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs liabilities and expensesobligations, including reasonable attorneys’ ' fees and reasonable expensesexpenses (collectively, and expenses "Losses"), which BUYER may receive, suffer or incur arising out of, relating to or in connection with any actions, suits or proceedings (other than any proceedings to prevent or limit the consummation of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”the Acquisition) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of related to (i) any inaccuracy in any of the representations and warranties, or breach or nonperformance of a representation or warranty any of the Company or a Seller contained covenants, made by SELLERS herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by operations and transactions occurring on or prior to the Company Closing Date and which involve the Assets transferred, the Deposit Liabilities or any Seller the Office Loans being transferred to perform BUYER, (iii) the operations at the Office on or comply with any covenant contained hereinprior to the Closing Date, and (iiiiv) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder the ownership of the Company would be entitled Real Estate on or prior to receive hereunderthe Closing Date. The Sellers acknowledge that Purchaser entered into obligations of SELLERS under this Agreement because it believed the truth Section 8.3 shall be contingent upon BUYER giving SELLERS written notice (i) of receipt by BUYER of any process and/or pleadings in or relating to any actions, suits, or proceedings of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided kinds described in this Section 8.2 will not 8.3, including copies thereof, and (ii) of the assertion of any claim or demand relating to the foregoing, including, to the extent known to BUYER, the identity of the person(s) asserting such claim or making such demand and the nature thereof, and including copies of any correspondence or other writings relating thereto. All notices required by the preceding sentence shall be exclusive given within fifteen (15) days of the receipt by BUYER of any such process or limit pleadings or any other remedies oral or written notice of the assertion of any such claims or demands. SELLERS shall have the right to assume BUYER's defense in any such actions, suits, or proceedings through counsel selected by SELLERS (reasonably acceptable to BUYER), to compromise and/or settle the same and to prosecute any available appeals or review any adverse judgment or ruling that may be entered therein; provided, however, that BUYER shall have the right, at its own expense, to participate jointly with SELLERS in the defense of any such actions, suits or proceedings. Notwithstanding the right of BUYER to participate, SELLERS shall have the sole right to compromise and/or settle any such actions, suits or proceedings on such terms as SELLERS, in their sole discretion, shall deem appropriate with respect to any issue involved in any such actions, suits or proceedings as to which: (a) SELLERS have acknowledged the obligation to indemnify BUYER hereunder and the settlement is solely for cash (and BUYER receives a complete release in connection therewith); or (b) BUYER shall have declined to participate. The availability of indemnification pursuant to this Section 8.3 shall not prevent BUYER from seeking any other remedy otherwise available to PurchaserBUYER, including remedies at law or in equity.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to jointly and severally, Sellers shall indemnify and hold harmless Purchaser from Buyer and its Affiliates (including the Acquired Entities after the Closing) and their respective officers, directors, direct and indirect shareholders, employees, agents, successors and assigns against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficienciesclaims, costs costs, expenses, interest, penalties, Taxes, awards, and expensesjudgments, including reasonable attorneys’ fees and reasonable expensesexpenses and costs of investigation, but excluding punitive damages, damages that are not the reasonably foreseeable consequence of the relevant breach and expenses of investigation and defense damage to reputation (hereinafter individually other than such damages payable to a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) third party as a result of a Third Party Claim indemnifiable hereunder or that arise or result from fraud, intentional misrepresentation or intentional breach by the Indemnifying Party) (collectively, other than such excluded items, the “Losses” or “Loss”) actually suffered or incurred by any such indemnified party arising out of or resulting from (i) any inaccuracy or the breach of a any representation or and warranty of the Company or a Seller contained herein, made by Sellers in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement or any certificate delivered hereunder (provided that all materiality, Material Adverse Effect or similar qualifications contained in such representations and warranties (other than with respect to Section 3.5) shall be disregarded for the period such representation or warranty survives pursuant to Section 8.1(apurpose of calculating Losses (but not for the purpose of determining the occurrence of a breach) with respect thereto), (ii) any failure by the Company or any Seller to perform or comply with breach of any covenant or agreement by Sellers contained hereinin this Agreement, and (iii) any cash paid claims against any Acquired Entity by Purchaser to holders Sellers or any Affiliate of Company Shares Sellers (other than the Acquired Entities), any Participant, or any lender or creditor of Sellers or such Affiliate of Sellers acting in excess of what its capacity as such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warrantieslender or creditor, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of (iv) any Excluded Liabilities or limit any other remedies that may be available to PurchaserExcluded Taxes.

Indemnification by Sellers. Each Seller (each an “Indemnifying Party”) agrees to Except as otherwise limited by this ARTICLE VII, Sellers shall jointly and severallyseverally indemnify, indemnify defend and hold harmless Purchaser Buyer and its Representatives and any assignee or successor thereof (collectively, the “Buyer Indemnified Parties”) from and against against, and pay or reimburse the Buyer Indemnified Parties for, any Share Purchase Agreement and all claims, losses, liabilitiesActions, Orders, Liabilities, damages (including consequential damages), deficienciesdiminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses, expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and reasonable expenses), and expenses (any of investigation and defense (hereinafter individually the foregoing, a “Loss” and collectively “Losses”) suffered or incurred by Purchaserby, its Parent and their respective officersor imposed upon, directors, employees, affiliates and agents (“Purchaser Indemnitees”) any Buyer Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: (includinga) any inaccuracy in or breach of any representation or warranty made by a Seller Party in this Agreement (including all schedules and exhibits hereto) or any Ancillary Document; (b) any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of a Seller or, at or prior to the Closing, the Company contained in this Agreement (including all schedules and exhibits hereto) or any Ancillary Document; (c) any underestimation of the Transaction Expenses, the Transaction Bonuses or the amount of Indebtedness set forth in the Estimated Closing Statement; (d) any and all Liabilities for (i) Taxes in connection with or arising out of any Lighthouse Company’s assets, employees (including pursuant to Section 409A of the Code), securities, activities or business on or prior to the Closing Date (determined with respect to taxable periods that begin before and end after the First ClosingClosing Date in accordance with the allocation provisions of Section 6.9(c)) in excess of the amount of Taxes reflected as a current liability in the computation of the Net Working Capital in the Final Statement or (ii) fifty percent (50%) of any Transfer Taxes; (e) any Action by Person(s) who were holders of equity securities of the Company, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (f) any rate or other adjustments, including any cost disallowances, which result in a Loss to any Lighthouse Company (in excess of any reserves on the Final Audited Statements) with respect to any audits of the Government Contracts conducted by the Company) as a result of government related to (i) any inaccuracy period ending on or breach of a representation or warranty of before the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), Closing Date and (ii) any failure by periods beginning before but ending after the Company or Closing Date to the extent any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would adjustments relate to unresolved contingencies existing at the First Closingportion of such period on or prior to the Closing Date; provided, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 that Buyer will not be exclusive required to wait until all such Government Contract audits have been completed to pursue indemnification claims against Seller for Losses resulting from any breach of or limit any other remedies that may be available to Purchaserthe representations and warranties in Section 4.24.

Indemnification by Sellers. Each Seller (Subject to the provisions of this Article VIII, each an “Indemnifying Party”) agrees to of Asset Sellers and Xxxxx X. Xxxxxxxxxx will jointly and severallyseverally indemnify, indemnify defend and hold harmless Purchaser Buyer and Buyer’s officers, directors, managers, members, employees, agents, Affiliates and Subsidiaries, including officers and directors of any Affiliate or Subsidiary of Buyer (collectively, the “Buyer Parties” and together with the Seller Parties, the “Indemnitees”), after the Closing, from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) Losses incurred by PurchaserBuyer Parties to the extent such Losses are based upon, its Parent and their respective officers, directors, employees, affiliates and agents arise out of or relate to (“Purchaser Indemnitees”a) directly or indirectly (including, after the First Closing, by the Company) as a result of (i) any inaccuracy or breach of a any representation or warranty of the Company or a any Seller contained herein, set forth in the Disclosure Schedule this Agreement or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for of the period such representation or warranty survives pursuant to Section 8.1(a)Transaction Documents, (iib) any failure by the Company or any Seller to perform or comply with any covenant contained hereinof the covenants of Sellers set forth in this Agreement or in any of the Transaction Documents, and (iiic) Excluded Liabilities, or (d) any cash paid by Purchaser and all Taxes for which Seller is responsible pursuant to holders of Company Shares this Agreement or for which Seller is otherwise responsible under any applicable Law. Notwithstanding anything else in excess of what this Agreement, with respect to the covenant in Section 5.6(d)(iv) regarding Sellers’ obligation to provide COBRA continuation coverage, to the extent that Buyer or its Affiliates become responsible for providing such Shareholder COBRA continuation coverage, each of the Company would be entitled Asset Sellers and Xxxxx X. Xxxxxxxxxx will jointly and severally indemnify, defend and hold harmless Buyer or its Affiliates for the actual cost of group health plan benefit claims without regard to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed any timing limitation or the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this limitations imposed by Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser8.7.