Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. Each Seller shall jointly and severally indemnify Buyer and its Affiliates, stockholders, officers, directors, employees, agents, partners, representatives, successors and assigns (collectively, the "BUYER PARTIES") and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach by the Companies or any Seller of any representation or warranty made by the Companies or any Seller in this Agreement or any of the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of the Schedules and Exhibits attached hereto; (iii) any action, demand, proceeding, investigation or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach of any of the representations, warranties, covenants or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (vii) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date.

Indemnification by Sellers. Each Seller Seller, jointly and severally, and if there shall be no Closing, jointly and severally indemnify Buyer with the Company, shall indemnify, defend, save and hold Purchaser and its Affiliates, stockholders, officers, directors, employees, agentsagents and affiliates (including, partnersafter the Closing, representatives, successors and assigns (the Company; collectively, the "BUYER PARTIESPurchaser Indemnitees") harmless from and save and hold each of them harmless against and pay on behalf of all demands, claims, allegations, assertions, actions or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause causes of action, costassessments, damagelosses, deficiencydamages, Taxdeficiencies, penaltyliabilities, fine or expense, whether or not arising out of third-party claims costs and expenses (including reasonable legal fees, interest, penalties, reasonable attorneys' fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, "LOSSES"), which whether or not any such Buyer Party may sufferdemands, sustain or become subject claims, allegations, etc., of third parties are meritorious; collectively "Purchaser Damages") asserted against, imposed upon, resulting to, as a result ofrequired to be paid by or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, relating arising out of, which could result in, or incidental to or by virtue of: which would not have occurred but for (i) any a breach by the Companies or any Seller of any representation or warranty made by Seller or the Companies Company in this Agreement, in any certificate or document furnished pursuant hereto by Seller or the Company or any Other Agreement to which Seller or the Company, or all of them, are to become a party, (ii) a breach or nonfulfillment of any covenant or agreement made by Seller or the Company in or pursuant to this Agreement or in any of Other Agreement to which Seller or the Schedules or Exhibits attached heretoCompany, or in any all of the certificates furnished by the Companies them, is or the Sellers at Closing pursuant is to this Agreement; (ii) any nonfulfillment or breach of any covenantbecome a party , agreement or other provision by the Companies or any Seller under this Agreement or any of the Schedules and Exhibits attached hereto; (iii) any action, demand, proceeding, investigation or claim by any Person against or affecting and all liabilities of the Companies or any Buyer Party which relates to a breach Company of any of the representationsnature whatsoever, warrantieswhether due or to become due, covenants whether accrued, absolute, contingent or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending otherwise, existing on or before the Closing Date as determined in accordance with Section 8.11; (v) or arising out of any obligation transaction entered into, or any state of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed facts existing prior to the Closing in violation of Date, including without limitation any collective bargaining agreement royalty or collective bargaining relationship commission arrangement, except for liabilities fully reserved on the Final Closing Balance Sheet, but only to which the Companies or their Affiliates are a party or are otherwise boundextent reserved for therein, and for which a claim is filed or otherwise brought within two and one-half years after those liabilities not required under GAAP to be reserved in the Closing Date; (vii) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Final Closing Balance Sheet that remains uncollected on are expressly quantified and set forth in the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables)Contracts; PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understoodprovided, however, that nothing in this Agreement Purchaser shall not be entitled to be paid any indemnified amount until the amount of such Purchaser Damages equals or exceeds Twenty-Five Thousand Dollars (including this Section 8.2(a)$25,000.00) and then Purchaser shall limit or restrict be fully indemnified for any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Dateall such Purchaser Damages.

Indemnification by Sellers. Each Seller shall agrees, jointly and severally severally, to indemnify Buyer the Purchaser, and each of its Affiliates, stockholders, officers, directors, employees, agentsequity holders, partnersattorneys, representatives, successors agents and assigns (collectively, the "BUYER PARTIES") Affiliates against and save and agrees to hold each of them harmless against from, any and pay on behalf of or reimburse such Buyer Parties as and when incurred for any all damage, loss, liabilityLiability, demandexpense, judgment, settlement, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine cost or expense, whether or not arising out of third-party claims penalty (including interest, penalties, reasonable expenses of investigation and reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoingexpenses) (collectively, "LOSSESLosses")) incurred or suffered by the Purchaser or any of their respective officers, which any such Buyer Party may sufferdirectors, sustain employees, equity holders, attorneys, agents or become subject toAffiliates, as whether or not resulting from a result ofthird party claim, in connection with, arising out of or relating or incidental to or by virtue of: resulting from, without duplication, (i1) any breach by the Companies or any Seller of any a representation or warranty of any Seller contained in this Agreement or in any certificate delivered by any Seller pursuant to this Agreement, (2) any breach of an agreement or covenant made by the Companies or any Seller in this Agreement or Agreement, (3) any of the Schedules or Exhibits attached hereto, or inaccuracy in any of certificate or instrument delivered by any Seller to the certificates furnished by the Companies or the Sellers at Closing Purchaser pursuant to this Agreement; , (ii4) any nonfulfillment Seller's use or breach operation of any covenantAcquired Assets prior to the Closing, agreement including any act or other provision by the Companies omission of any Seller, any of their respective officers, directors, employees, attorneys, agents or Affiliates relating thereto, (5) any Seller under this Agreement failure of any Seller, or any of the Schedules and Exhibits attached hereto; (iii) their respective Affiliates to comply with any action, demand, proceeding, investigation applicable "bulk sales" or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach similar Requirement of any of the representations, warranties, covenants or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies Law in connection with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment (6) Sellers' actions or bonus omissions relating to any employees of accounts and/or receivables which are not Eligible Accounts or Eligible Receivables. Notwithstanding the Companies foregoing, the Purchaser and its Affiliates will not be entitled to indemnity pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (vii) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause this Section 9.2 (i) in respect of any individual Action or clause individual claim, fact or occurrence or any series of related Actions, claims, facts or occurrences (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Sharesincluding any class action), until Losses in respect of such individual or related Actions, claims, facts or occurrences are greater on a cumulative basis than the first two and last sentences of Section 5.3 Indemnity Deductible or (Authorization; Noncontravention)ii) for any Losses, Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless until the aggregate amount of all such Losses relating thereto for which Sellers would, but for this proviso, be liable incurred or suffered by the Purchaser or any of its Affiliates exceeds on a cumulative basis an the Indemnity Deductible, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all of such Losses in excess of the such Indemnity Deductible); and PROVIDED FURTHER provided that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including will Purchaser and its Affiliates be entitled to indemnity for Losses pursuant to this Section 8.2(a)) shall limit 9.2 to the extent that the amount of Losses, in the aggregate, incurred or restrict suffered by the Purchaser or any of its Affiliates exceeds the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing DateIndemnity Cap.

Indemnification by Sellers. Each Seller shall Seller, jointly and severally indemnify Buyer -------------------------- severally, agrees that he will indemnify, defend, protect and hold harmless Eastern and its Affiliatesofficers, stockholders, officersshareholders, directors, employeesdivisions, subdivisions, affiliates, subsidiaries, parents, agents, partnersemployees, legal representatives, successors and assigns (collectivelyfrom and against all claims, the "BUYER PARTIES") damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims expenses whatsoever (including interestspecifically, penaltiesbut without limitation, reasonable attorneys' fees and expenses and all amounts paid in of investigation) whether equitable or legal, defense matured or settlement contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject occurrences prior to, as a result ofat, in connection withor after the date of this Agreement, relating or incidental to or by virtue offrom: (ia) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Companies or any Seller of any representation or warranty made by the Companies or any Seller Seller, set forth in this Agreement or any of in the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of a Seller made in this Agreement and to be performed by Seller before the Closing Date; provided, however, that such nonfulfillment or nonperformance is -------- ------- within the control of such Seller; (c) violation of the Schedules and Exhibits attached hereto; (iii) any action, demand, proceeding, investigation or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach requirements of any governmental authority relating to the reporting and payment of the representationsfederal, warrantiesstate, covenants local or agreements other income, sales, use, franchise, excise or property tax liabilities of the Companies arising or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed accrued prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (viid) any violation of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the matters Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth on the INDEMNIFICATION SCHEDULE attached hereto; in subsections (a), (b), (c) or (viiid) 49% of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary this Section 9.1 of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Datehas occurred.

Indemnification by Sellers. Each Seller shall jointly Seller, Jointly and severally indemnify Buyer -------------------------- severally, agrees that it will indemnify, defend, protect and hold harmless Purchaser and its Affiliatesofficers, stockholders, officersshareholders, directors, employeesdivisions, subdivisions, affiliates, subsidiaries, parent, agents, partnersemployees, legal representatives, successors and assigns (collectivelyfrom and against all claims, the "BUYER PARTIES") damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims expenses whatsoever (including interestspecifically, penaltiesbut without limitation, reasonable attorneys' fees and expenses and all amounts paid in of investigation) whether equitable or legal, defense matured or settlement contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject occurrences prior to, as a result ofat, in connection withor after the date of this Agreement, relating or incidental to or by virtue offrom: (ia) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Companies or any Seller of any representation or warranty made by the Companies or any Seller Sellers, set forth in this Agreement or any of in the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of in the Schedules and Exhibits attached heretoCollateral Documents; (iiib) any action, demand, proceeding, investigation nonfulfillment or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach nonperformance of any agreement, covenant or condition on the part of the representations, warranties, covenants a Seller made in this Agreement and to be performed by a Seller before or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (viic) any violation of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% requirements of any accounts receivable set forth on governmental authority relating to the Closing Balance Sheet that remains uncollected on reporting and payment (to the first anniversary extent payment exceeds the amount reserved for in the Most Recent Financial Statement) of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect Company arising or accrued prior to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date; (d) any violation of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each Seller shall The Sellers each agree that they -------------------------- will each, jointly and severally indemnify Buyer severally, indemnify, defend, protect and hold harmless the Purchaser and its Affiliatesofficers, stockholders, officersshareholders, directors, employeesdivisions, subdivisions, affiliates, subsidiaries, parent, agents, partners, representativesemployees, successors and assigns (collectivelyfrom and against all claims, the "BUYER PARTIES") damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims expenses whatsoever (including interestspecifically, penaltiesbut without limitation, reasonable attorneys' fees and expenses and all amounts paid in of investigation) whether equitable or legal, defense matured or settlement contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject occurrences prior to, as a result ofat, in connection withor after the date of this Agreement, relating or incidental to or by virtue of: from (ia) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Companies or any Seller of any representation or warranty made by the Companies or any Seller Sellers, set forth in this Agreement or any of in the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of in the Schedules and Exhibits attached heretoCollateral Documents; (iiib) any action, demand, proceeding, investigation nonfulfillment or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach nonperformance of any agreement, covenant or condition on the part of Sellers made in this Agreement or in the representations, warranties, covenants Collateral Documents and to be performed by Sellers before or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (viic) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; liability claim, cost, expense or (viii) 49% obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any accounts receivable set forth nature ("Liabilities") of any Seller other than Liabilities reflected on the Closing Date Balance Sheet that remains uncollected on the first anniversary of or the Closing Date Statement, or obligations under contracts, agreements and Material Documents assumed by the Purchaser at the Closing or under the Company Debt (it being understood that if assumed by the Purchaser) which first mature and accrue after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% close of any collections business on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date, or, in the case of the Company Debt, the date on which it is assumed; and (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b) or (c) of this Section 8.1 of this Agreement has occurred.

Indemnification by Sellers. Each Seller shall The Sellers each agree that -------------------------- they will each, jointly and severally indemnify Buyer severally, indemnify, defend, protect and hold harmless the Purchaser and its Affiliatesofficers, stockholders, officersshareholders, directors, employeesdivisions, subdivisions, affiliates, subsidiaries, parent, agents, partners, representativesemployees, successors and assigns (collectivelyfrom and against all claims, the "BUYER PARTIES") damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims expenses whatsoever (including interestspecifically, penaltiesbut without limitation, reasonable attorneys' fees and expenses and all amounts paid in of investigation) whether equitable or legal, defense matured or settlement contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject occurrences prior to, as a result ofat, in connection withor after the date of this Agreement, relating or incidental to or by virtue of: from (ia) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Companies or any Seller of any representation or warranty made by the Companies or any Seller Sellers, set forth in this Agreement or any of in the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of in the Schedules and Exhibits attached heretoCollateral Documents; (iiib) any action, demand, proceeding, investigation nonfulfillment or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach nonperformance of any agreement, covenant or condition on the part of Sellers made in this Agreement or in the representations, warranties, covenants Collateral Documents and to be performed by Sellers before or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (viic) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; liability, claim, cost, expense or (viii) 49% obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any accounts receivable set forth nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership not reflected on the Closing Balance Sheet that remains uncollected Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on the first anniversary Closing Date, (y) any liability of Regional not reflected on the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign Balance Sheet which accrues or cause to be assigned such receivables matures or arises from events occurring prior to the Sellers and the Sellers covenant to return to the Companies 51% close of any collections business on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b) or (c) of this Section 8.1 of this Agreement has occurred.

Indemnification by Sellers. Each Seller shall of MSI and the Company agree jointly and severally indemnify Buyer to indemnify, defend, protect and hold harmless Purchaser and its Affiliatesofficers, stockholders, officersshareholders, directors, employeesdivisions, subdivisions, affiliates, subsidiaries, parent, agents, partnersemployees, legal representatives, successors and assigns (collectivelyassigns, the "BUYER PARTIES") as applicable, from and save against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims expenses whatsoever (including interestspecifically, penaltiesbut without limitation, reasonable attorneys' fees and expenses and all amounts paid in of investigation) whether equitable or legal, defense matured or settlement contingent, known or unknown to Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of any occurrences prior to, at, or after the date of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject tothis Agreement, as a result of, in connection with, relating of or incidental to or by virtue ofincident to: (ia) any breach of, misrepresentation, untruth or inaccuracy in the representations and warranties by the Companies or any Seller of any representation or warranty made by the Companies or any Seller Sellers, set forth in this Agreement or any of in the Exhibits or the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of in the Schedules and Exhibits attached heretoCollateral Documents; (iiib) any action, demand, proceeding, investigation nonfulfillment or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach nonperformance of any agreement, covenant or condition on the part of Sellers made in this Agreement or in the representations, warranties, covenants Collateral Documents and to be performed by Sellers before or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (viic) 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 matters 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) all claims, liabilities or obligations arising out of the operation of the Car Wash Business prior to Closing (other than the Assumed Liabilities), including but not limited to litigation (including that set forth on the INDEMNIFICATION SCHEDULE attached heretoSchedule 3.11), claims for customer vehicle damage, property damage or personal injury, other than Assumed Liabilities; and (f) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c), (d) or (viiie) 49% of this Section 9.1 of this Agreement has occurred. For purposes of this section, to the extent that any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary claims can reasonably be deemed to be made under one or more of the Closing Date provisions of subsections (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Sharesa)-(f), the first two and last sentences of Section 5.3 Indemnified Party (Authorization; Noncontravention), Section 5.20 (Tax Mattersas hereinafter defined) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for may elect which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal subsection or subsections under which to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Datebring its claim.

Indemnification by Sellers. Each Seller shall jointly severally agrees -------------------------- that it will indemnify, defend, protect and severally indemnify Buyer hold harmless Eastern and its Affiliatesofficers, stockholders, officersshareholders, directors, employeesdivisions, subdivisions, affiliates, subsidiaries, parents, agents, partnersemployees, legal representatives, successors and assigns (collectivelyfrom and against all claims, the "BUYER PARTIES") damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims expenses whatsoever (including interestspecifically, penaltiesbut without limitation, reasonable attorneys' fees and expenses and all amounts paid in of investigation) whether equitable or legal, defense matured or settlement contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject occurrences prior to, as a result ofat, in connection withor after the date of this Agreement, relating or incidental to or by virtue offrom: (ia) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Companies or any Seller of any representation or warranty made by the Companies or any Seller Seller, set forth in this Agreement or any of in the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of in the Schedules and Exhibits attached heretoCollateral Documents; (iiib) any action, demand, proceeding, investigation nonfulfillment or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach nonperformance of any agreement, covenant or condition on the part of the representations, warranties, covenants a Seller made in this Agreement and to be performed by Seller before or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (viic) any violation of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% requirements of any accounts receivable set forth on governmental authority relating to the Closing Balance Sheet that remains uncollected on reporting and payment (to the first anniversary extent payment exceeds the amount reserved for in the Most Recent Financial Statement) of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect Xxxx Companies arising or accrued prior to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date; (d) any violation of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each Seller shall Sellers jointly and severally shall -------------------------- indemnify Buyer Buyer, the Crown Communications Business, CAC I, CAC II, Network and its AffiliatesMobile and each of their respective Affiliates and each of their respective Representatives against and hold them harmless from any loss, stockholdersliability, officersclaim, directors, employees, agents, partners, representatives, successors damage or expense (including reasonable legal fees and assigns expenses) (collectively, the "BUYER PARTIESBuyer's Damages") and save and hold each of them harmless against and pay on behalf of suffered or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, "LOSSES"), which by any such Buyer Party may sufferindemnified party (other --------------- than any relating to Taxes, sustain or become subject to, as a result of, for which indemnification provisions are set forth in connection withSection 13.4) arising from, relating or incidental to or by virtue of: otherwise in respect of (i) any breach by the Companies or any Seller of any representation or warranty made by the Companies or any Seller pre-closing covenant of Sellers contained in this Agreement or any of the Schedules or Exhibits attached heretoAgreement, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment all Excluded Liabilities other than liabilities and obligations arising under or breach of any covenantrelated to Excluded Leases and Excluded Contracts, agreement or other provision by the Companies or any Seller under this Agreement or any of the Schedules and Exhibits attached hereto; (iii) any action, demand, proceeding, investigation or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach all obligations and liabilities of Network and Mobile of any of the representationskind whatsoever, warrantieswhether accrued, covenants contingent, absolute, determined, determinable or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any saleotherwise, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonusesany such liabilities or obligations disclosed in Section 5.10 (b); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise boundprovided, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (vii) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Closing Balance Sheet however, -------- ------- that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) above unless the Buyer's Damages shall have resulted from an intentional breach or clause (iii) above (except fraud on the part of any of the Crown Parties. Each of Buyer, CAC I, CAC II, Network and Mobile acknowledges and agrees that, should the Closing occur, its sole and exclusive remedy with respect to breaches of covenants any and agreements) all claims relating to this Agreement and the transactions contemplated hereby (other than with respect matters related to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements Shareholder Agreement and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matterspost-Closing covenants) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) Crown Communications Business (other than with respect claims of, or causes of action arising from, fraud) shall be pursuant to those matters the indemnification provisions set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary in this Article 12. In furtherance of the Closing Date foregoing, each of Buyer, CAC I, CAC II, Network and decrease Mobile hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) it may have against Sellers and their respective Affiliates arising under or based upon any federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise (except pursuant to $4,083,333 on the second anniversary of the Closing Dateindemnification provisions set forth in this Article 12).

Indemnification by Sellers. Each Seller shall Seller, jointly and severally indemnify Buyer -------------------------- severally, agrees that he will indemnify, defend, protect and hold harmless Eastern and its Affiliatesofficers, stockholders, officersshareholders, directors, employeesdivisions, subdivisions, affiliates, subsidiaries, parents, agents, partnersemployees, legal representatives, successors and assigns (collectivelyfrom and against all claims, the "BUYER PARTIES") damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims expenses whatsoever (including interestspecifically, penaltiesbut without limitation, reasonable attorneys' fees and expenses and all amounts paid in of investigation) whether equitable or legal, defense matured or settlement contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject occurrences prior to, as a result ofat, in connection withor after the date of this Agreement, relating or incidental to or by virtue offrom: (ia) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Companies or any Seller of any representation or warranty made by the Companies or any Seller Seller, set forth in this Agreement or any of in the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of in the Schedules and Exhibits attached heretoCollateral Documents; (iiib) any action, demand, proceeding, investigation nonfulfillment or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach nonperformance of any agreement, covenant or condition on the part of the representations, warranties, covenants a Seller made in this Agreement and to be performed by Seller before or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (viic) any violation of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% requirements of any accounts receivable set forth on governmental authority relating to the Closing Balance Sheet that remains uncollected on reporting and payment (to the first anniversary extent payment exceeds $238,000) of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect Companies arising or accrued prior to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date; (d) any violation by Sellers or the Companies of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each Seller shall The Sellers each agree that they -------------------------- will each, jointly and severally indemnify Buyer severally, indemnify, defend, protect and its Affiliateshold harmless Purchaser, stockholdersEESI and their officers, officersshareholders, directors, employeesdivisions, subdivisions, affiliates, subsidiaries, parent, agents, partners, representativesemployees, successors and assigns (collectivelyfrom and against all claims, the "BUYER PARTIES") damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims expenses whatsoever (including interestspecifically, penaltiesbut without limitation, reasonable attorneys' fees and expenses and all amounts paid in of investigation) whether equitable or legal, defense matured or settlement contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject occurrences prior to, as a result ofat, in connection withor after the date of this Agreement, relating or incidental to or by virtue offrom: (ia) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Companies or any Seller of any representation or warranty made by the Companies or any Seller Sellers, set forth in this Agreement or any of in the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of in the Schedules and Exhibits attached heretoCollateral Documents; (iiib) any action, demand, proceeding, investigation nonfulfillment or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach nonperformance of any agreement, covenant or condition on the part of the representations, warranties, covenants Sellers made in this Agreement and to be performed by Sellers before or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (viic) violation of the requirements of any governmental authority relating to the reporting and payment (to the extent payment exceeds the amount reserved for in the Most Recent Financial Statement) of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Companies arising or accrued prior to the Closing Date; (d) any violation of any federal, state or local "anti-trust," "racketeering," or "unfair competition law," including, without limitation, the matters set forth on Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, the INDEMNIFICATION SCHEDULE attached heretoRacketeer Influenced or Corrupt Organizations Act, or the Federal Trade Commission Act; or (viiie) 49% of any accounts receivable claim by a third party that, if true, would mean that a condition for indemnification set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date in subsections (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivablesa), Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables(b); PROVIDED THAT Sellers shall not have any liability under clause , (ic) or clause (iiid) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in this Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences 9.1 of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Datehas occurred.

Indemnification by Sellers. Each Seller Subject to the limitations set forth in the last sentence of Section 10.1, SELLERS hereby covenant and agree with THI that, regardless of any investigation made at any time by or on behalf of THI or any information THI may have and, regardless of the Closing hereunder, SELLERS shall jointly indemnify THI and severally indemnify Buyer FRESH and its Affiliates, stockholdersrespective directors, officers, directors, employees, agentsrepresentatives and Affiliates of THI, partners, representatives, and each of their successors and assigns (collectivelyindividually, the a "BUYER PARTIESTHI Indemnified Party") and save ), and hold each of them harmless from, against and pay on behalf in respect of or reimburse such Buyer Parties as any and when incurred for any lossall costs, liabilitylosses, demandclaims, claimliabilities, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interestfines, penalties, damages and expenses (including interest which may be imposed in connection therewith, court costs and reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement disbursements of counsel) incurred by any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: them resulting from (i) any breach by the Companies or any Seller of any representation or warranty made by the Companies or any Seller in this Agreement or any of the Schedules or Exhibits attached heretoFRESH, or in any the conduct of its operations prior to the certificates furnished Closing, except for Liabilities specifically assumed by THI under the Companies or the Sellers at Closing pursuant to this Agreement; provisions hereof, and (ii) any nonfulfillment or misrepresentation, breach of warranty or nonfulfillment of any covenantagreement, agreement covenant or other provision obligation by the Companies or any Seller under SELLERS made in this Agreement (including without limitation any Exhibit hereto and any certificate or any of the Schedules and Exhibits attached hereto; (iiiinstrument delivered in connection herewith) any action, demand, proceeding, investigation or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach taxes of any kind whatsoever, or expenses, interest or penalties relating thereto, including those that arise out of the representations, warranties, covenants or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of from the transactions contemplated by this Agreement, including without limitation, any obligation other than taxes relating to pay any sale, stay or other change in control payment or bonus to any employees the conduct of the Companies pursuant to the Sale business of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years FRESH after the Closing Date; (vii) . If, by reason of the claim of any third party relating to any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive subject to indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit 10.2, a lien, attachment, garnishment or restrict execution is placed upon any of the Buyer Parties' rights property or assets of any THI Indemnified Party, SELLERS shall promptly furnish an indemnity bond reasonably satisfactory to maintain THI to obtain the prompt release of such lien, attachment, garnishment or recover execution. THI shall be entitled to reduce any amounts in connection with it owes to SELLERS against any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect amount owed to breaches it by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing DateSELLERS under this Section 10.2.

Indemnification by Sellers. Each Seller Sellers shall jointly and severally indemnify indemnify, defend, save and hold harmless Buyer and its Affiliates, stockholders, officers, directors, employees, agents, partners, representatives, successors agents and assigns Affiliates (collectively, the "BUYER PARTIESINDEMNITEES") from and save and hold each of them harmless against and pay on behalf of all demands, claims, allegations, assertions, actions or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause causes of action, costassessments, damagelosses, deficiencydamages, Taxdeficiencies, penaltyLiabilities, fine or expense, whether or not arising out of third-party claims costs and expenses (including reasonable legal fees, interest, penalties, reasonable attorneys' fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing) (foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "LOSSESBUYER DAMAGES")) asserted against, which any such Buyer Party may sufferimposed upon, sustain or become subject resulting to, as a result ofrequired to be paid by, or incurred by, any Buyer Indemnitees, directly or indirectly, in connection with, relating arising out of, or incidental to or by virtue of: which would not have occurred but for (i) any a breach by the Companies or any Seller of any representation or warranty made by the Companies Sellers in this Agreement, in any certificate or document furnished pursuant hereto by Sellers or in any Other Agreement to which any Seller is to become a party, (ii) a breach or nonfulfillment of any covenant or agreement made by Sellers in or pursuant to this Agreement or any of the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant Other Agreement to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or which any Seller under this Agreement is or any of the Schedules and Exhibits attached hereto; is to become a party, (iii) any actionRetained Liability, demand, proceeding, investigation or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach of any of the representations, warranties, covenants or agreements of the Companies or any Seller under this Agreement; (iv) noncompliance with or a violation of, and any Taxes of the Companies Buyer Damages with respect to, Environmental Laws, (v) any liability under any warranty (express or implied), guarantee or other similar promise, or any contract or agreement, given, issued, made or entered into by any Seller (relating to any Tax year the Business or portion thereof ending the Purchased Assets) on or before the Closing Date as determined in accordance Date, or implied with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus respect to any Person as a result of the consummation of the transactions contemplated by this Agreementsuch warranty, including without limitationguaranty, any obligation to pay any salecontract or agreement, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services liability of the Business, whether due or work performed to become due, existing on the Closing Date or arising out of any transaction entered into prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (vii) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date.

Indemnification by Sellers. Each Seller shall Subject to the other terms and conditions of this Agreement, Sellers, jointly and severally severally, shall indemnify and defend each of Buyer and its AffiliatesAffiliates (including, stockholdersafter the Closing, officers, directors, employees, agents, partners, representatives, successors each Company) and assigns each of their respective Representatives (collectively, the "BUYER PARTIES"“Buyer Indemnitees”) against, and save and shall hold each of them harmless against from and against, and shall pay on behalf and reimburse each of them for, any and all Losses incurred or reimburse such sustained by, or imposed upon, the Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine Indemnitees based upon or expense, whether or not arising out of third-party claims of: (including interest, penalties, reasonable attorneys' fees and expenses and all amounts paid a) any inaccuracy in investigation, defense or settlement breach of any of the foregoing) (collectively, "LOSSES"), which representations or warranties of any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach by the Companies Seller or any Seller of Company in any representation or warranty made by the Companies or any Seller in this Agreement or Transaction Document, including any of the Schedules representations or Exhibits attached hereto, warranties contained in Article III or in Article IV or any certificate or instrument delivered by or on behalf of any Seller or any Company at the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement, or any allegation by a third party that, if proven true, would constitute such an inaccuracy or breach; (iib) any nonfulfillment breach or breach non-fulfillment of any covenant, agreement or other provision obligation to be performed by the Companies any Seller or any Seller of its respective Affiliates (including any covenant, agreement or obligation to be performed by any Company on or prior to the Closing) pursuant to any Transaction Document or any allegation by a third party that, if proven true, would constitute such a breach or non-fulfillment; (c) any Closing Indebtedness or Transaction Expenses to the extent not set forth on the Payoff Letters or otherwise reflected in and adjusted for in the Final Closing Statement; (d) any claim asserted by any Person who is or was, or who claims to be or to have been, the holder of, or entitled to acquire or receive, any Securities, equity interest, option or other security of any Company or who claims any consideration with respect thereto; (e) any indemnification obligations owing by any Company to any past or present officers, managers, managing-members, directors, employees, former employees or independent contractors of any Company (whether under Law, any Organizational Document, any current indemnification agreement, this Agreement or any of the Schedules and Exhibits attached hereto; (iiiotherwise) any action, demand, proceeding, investigation or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach of any of the representations, warranties, covenants or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year claims made against such past or portion thereof ending present officers, managers, managing-members, directors, employees, former employees or independent contractors, in each case, which (i) are asserted on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement Date or collective bargaining relationship to which the Companies or their Affiliates are a party (ii) arise or are otherwise boundbased, and for which a claim is filed in whole or otherwise brought within two and one-half years after primarily upon, on any events, activities or actions occurring on or prior to the Closing Date or conditions caused or contributed to on or prior to the Closing Date; (viif) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect subject to such receivablesSection 8.04(k), Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) any Environmental Claim by reason of or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller arising out of any representation action, failure to act, event or warranty in SECTION 5.16 condition (Environmental and Safety Matters) (other than with respect whether known or unknown on or prior to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date.) (1) associated with the ownership or operation by any Company of, or at, (x) the Real Property, or (y) property formerly owned, operated or leased by any Company during the time of such Company’s (or any other Person’s, to the extent such Person would qualify as such Company at such time) ownership, operation or lease of such property, (ii) the presence or Release of any Hazardous Material on, at, to or from any 41 302010047 v18

Indemnification by Sellers. Each Seller shall jointly and severally (but not Harcke), shall indemnify and hold harmless Buyer and its Affiliatessuccessors and assigns and their respective shareholders, stockholdersemployees, officers, directors, employees, agents, partnersmembers, representatives, successors Affiliates and assigns (collectivelyagents from and against any and all damages, the "BUYER PARTIES") and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any losslosses, liabilityobligations, demandliabilities, claimclaims, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interestencumbrances, penalties, costs and expenses, including reasonable attorneys' fees (and expenses costs and all amounts paid reasonable attorneys' fees in investigation, defense or settlement respect of any of the foregoingsuit to enforce this provision) (collectively, each a "LOSSESCLAIM"), which any such Buyer Party may suffer, sustain arising from or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (ia) any misrepresentation in or breach by the Companies or any Seller of any representation or warranty made by the Companies Sellers or any Seller Harcke in this Agreement or any Related Agreement; (b) nonfulfillment of the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies covenants or the agreements of Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under Harcke in this Agreement or any Related Agreement; (c) any liability, obligation or commitment of any nature (absolute, accrued, contingent or other) of Sellers or relating to the Acquired Assets or the operation of the Schedules and Exhibits attached heretoBusiness arising out of transactions entered into or events occurring prior to the Closing, including any successor liability or responsible officer liability asserted against Buyer for Taxes or otherwise relating to events occurring prior to the Closing; (iiid) any actionliability, demand, proceeding, investigation obligation or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach of commitment under any of the representations, warranties, covenants Assigned Contracts which Sellers performed or agreements of were obligated to perform prior to the Companies or any Seller under this AgreementClosing; (ive) any Taxes investigation, civil, criminal or administrative action, notice or demand letter, notice of the Companies violation, or other proceeding by any Governmental Entity with respect to ground or surface water, soil or air contamination, the storage, treatment, release, transportation or disposal of Hazardous Materials, or the use of underground storage tanks, aboveground storage tanks, vaults, process tanks, other containment and associated piping and transformers by Sellers to the extent such contamination, storage, treatment, release, transportation, disposal or use occurred relating to any Tax year or portion thereof ending time on or before the Closing Date as determined in accordance with Section 8.11Date; (vf) any investigation, civil, criminal or administrative action with respect to Branford's Benefit Obligations or the Branford's Plans; (g) any COBRA obligation of Sellers arising from any qualifying event as defined under Code Section 4980B(f)(3) and ERISA Section 603 occurring on or before the Companies at Closing Date; (h) any time damage to pay property or injury to Persons resulting from the presence of Excluded Assets on the Real Property past the Closing Date, or in connection with the removal of such Excluded Assets from the Real Property; and (h) any saleand all actions, stay suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the foregoing. In addition, each Seller shall jointly and severally indemnify and hold Buyer harmless from and against any loss, claim, expense, damage or liability (including reasonable attorneys' fees and expenses) to which Buyer and/or the Acquired Assets may become subject insofar as such loss, claim, damage or liability (or actions in respect thereof) arises out of or is based upon a breach or alleged breach of, or failure to comply with any provision of, or to give any notice or make any filing pursuant to, any bulk sales Law or similar Law of any state or other change jurisdiction, whether or not Sellers or Buyer attempt to comply with such bulk sales Law. Nothing in control payment this SECTION 13.02 shall estop or bonus prevent either Sellers or Buyer from asserting as a bar or defense to any Person as a result of the consummation of action or proceeding brought under any state bulk sales Law that such Law is not applicable to the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (vii) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date.

Indemnification by Sellers. Each Seller shall jointly and severally indemnify Buyer and its Affiliates, stockholders, officers, directors, employees, agents, partners, representatives, successors and assigns (collectively, the "BUYER PARTIES") and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, diminution in value, lost profit, demand, claim, action, cause of action, cost, damage, consequential damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach by the Companies or any Seller of any representation or warranty made by the Companies or any Seller in this Agreement or any of the Schedules or Exhibits attached hereto, or in any of the agreements, certificates or other instruments or documents furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of the Schedules and Exhibits attached hereto; (iii) any action, demand, proceeding, investigation or claim by any Person against or affecting the Companies or any Buyer Party which relates which, if successful, would give rise to or evidence the existence of or relate to a breach of any of the representations, warranties, covenants or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with pursuant to Section 8.118.10 hereof; or (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (vii) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.1 (Capacity, Organization, Corporate Power and Licenses), Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Authorization/ Noncontravention), Section 5.4 (Subsidiaries), Section 5.20 (Tax Matters), Section 5.21(Sellers Brokerage and Transaction Bonuses) and Section 5.21(Brokerage and Transaction Bonuses5.24 (Affiliate Transactions)) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") 200,000 (and then Sellers shall only be liable for all only such Losses in excess of the Deductible$200,000 deductible amount); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.1 (Capacity, Organization, Corporate Power and Licenses), Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.4 (Subsidiaries), Section 5.20 (Tax Matters) and ), Section 5.21 (Sellers Brokerage and Transaction Bonuses) and Section 5.24 (Affiliate Transactions)), shall in no event exceed $12,250,000 25,000,000 (the "CAP")(with with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date.

Indemnification by Sellers. Each Seller shall Sellers, jointly and severally severally, shall indemnify Buyer and its AffiliatesAffiliates (including the Company after the Closing), stockholders, officers, directors, managers, employees, agents, partners, representatives, successors and assigns (collectively, the "BUYER PARTIES"“Buyer Parties”) and save and hold each of them harmless to the full extent authorized or permitted under Applicable Laws, as now or hereafter in effect, against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, investigation, inquiry, arbitration, litigation, proceeding, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys' ’ fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, "LOSSES"the “Losses”), which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach by the Companies Company or any Seller Sellers of any representation or warranty made by the Companies Company or any Seller Sellers in this Agreement or any of the Schedules or Exhibits Exhibit attached hereto, or in any of the certificates or other instruments or documents furnished by the Companies Company or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies Company or any Seller Sellers under this Agreement or any of the Schedules and Exhibits Exhibit attached hereto; (iii) any action, demand, proceeding, investigation or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach of any of the representations, warranties, covenants or agreements of the Companies or any Seller under this Agreement; (iv) any and all Taxes of the Companies Company with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.118.11 hereof; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (vii) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Closing Balance Sheet provided that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to One Hundred Thousand U.S. Dollars ($250,000 100,000) (the "DEDUCTIBLE"“Basket”) (and then Sellers shall only be liable for all such of the Losses in excess of the Deductible)amount of the Basket; and PROVIDED FURTHER provided further that Sellers' ’ aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to SharesSeller Fundamental Sections), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 75% of the Cash Purchase Price (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a“Cap”)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date.

Indemnification by Sellers. Each Seller shall The Sellers, jointly and -------------------------- severally indemnify Buyer (each, for purposes of Sections 11.1 and its Affiliates11.2, stockholdersa "Seller Indemnifying Party"), shall indemnify, defend and hold harmless the Partnership, the Company and their respective shareholders, partners, trustees, officers, directorsagents, representatives, employees, agents, partners, representativesAffiliates, successors and assigns (collectively, for purposes of this paragraph, the "BUYER PARTIESCompany Indemnified Parties") from and save against any and hold each all losses, damages, claims, liabilities, actions, suits, proceedings and costs and expenses of them harmless against and pay on behalf of investigation or reimburse such Buyer Parties defense thereof, including attorneys' fees payable as and when incurred for any lossincurred, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims or relating to any (including interesta) misrepresentation or breach of warranty by any Seller or nonfulfillment of any covenant or agreement to be performed or complied with by such Seller under this Agreement and any agreement, penaltiesdocument, reasonable attorneys' fees and expenses and all amounts paid instrument, certificate, schedule or exhibit contemplated hereby; (b) untrue or incomplete statement of a material fact contained in investigationany statement or information provided by any Seller or based on any omission to state therein a material fact required to be stated therein or other information necessary to make the statements therein not misleading; (c) any debts, defense liabilities or settlement of obligations (whether known or unknown, disputed or undisputed, fixed, contingent or otherwise) associated with or relating to any of the foregoing) (collectivelySellers, "LOSSES")their officers, which directors, partners, trustees or Affiliates or the Properties, or secured by any of the Sellers, or by any of the Properties, except those specified on Schedule 7.19 hereto, including any obligations under ------------- any of the Leases, Service Contracts and Management Contracts, to the extent any such Buyer Party may sufferobligation was to be performed prior to the Closing Date, sustain or become subject to, was to be performed after the Closing Date as a result of, in connection with, relating of a breach or incidental default under any of the Leases or Service Contracts by any Seller or its Affiliates prior to or by virtue of: the Closing Date; (id) any breach by the Companies action taken, or any Seller of any representation or warranty made failure to act, by the Companies or any Seller in connection with this transaction and the transactions contemplated herein constituting a breach of this Agreement or any agreement, document or instrument contemplated hereby or a breach of a duty owed to any person, including, without limitation, any action taken to redeem or otherwise liquidate the interest of certain holders in anticipation of the Schedules transactions contemplated herein, to the extent such action or Exhibits attached heretofailure to act results in a violation (or alleged violation) of applicable laws or of the fiduciary duties owed to such holders; (e) pollution or threat to human health or the environment, or any Environmental Claim against any person or entity whose liability for such Environmental Claim any Seller has assumed or retained either contractually or by operation of law, that is related in any way to any of the certificates furnished by the Companies or the Sellers at Closing pursuant Properties, including, without limitation, all on-site and off-site activities relating to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of the Schedules Properties involving Substances of Concern, and Exhibits attached hereto; (iii) any actionthat occurred, demandexisted, proceedingarises out of conditions or circumstances that occurred or existed, investigation or claim by any Person against was caused, in whole or affecting the Companies or any Buyer Party which relates to a breach of any of the representationsin part, warranties, covenants or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11Date, whether or not the pollution or threat to human health or the environment, or the existence of any Environmental Claim, is known to any Seller; (vf) any obligation regardless of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person whether it arises as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (vii) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller breach of any representation or warranty in SECTION 5.16 warranty, any debts, liabilities or obligations of any Seller (Environmental and Safety Matterswhether known or unknown, disputed or undisputed, fixed, contingent or otherwise) (of, associated with or relating to any asset or property other than with respect to the Properties, except those matters set forth specified on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date Schedule 7.19 hereto; and decrease to $4,083,333 on the second anniversary of the Closing Date.-------------

Indemnification by Sellers. Each Seller shall The Sellers each agree that they -------------------------- will each, jointly and severally indemnify Buyer severally, indemnify, defend, protect and its Affiliateshold harmless the Purchasers and their officers, stockholders, officersshareholders, directors, employeesdivisions, subdivisions, affiliates, subsidiaries, parent, agents, partners, representativesemployees, successors and assigns (collectivelyfrom and against all claims, the "BUYER PARTIES") damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims expenses whatsoever (including interestspecifically, penaltiesbut without limitation, reasonable attorneys' fees and expenses and all amounts paid in of investigation) whether equitable or legal, defense matured or settlement contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject occurrences prior to, as a result ofat, in connection withor after the date of this Agreement, relating or incidental to or by virtue of: from (ia) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Companies or any Seller of any representation or warranty made by the Companies or any Seller Sellers, set forth in this Agreement or any of in the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of in the Schedules and Exhibits attached heretoCollateral Documents; (iiib) any action, demand, proceeding, investigation nonfulfillment or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach nonperformance of any agreement, covenant or condition on the part of Sellers made in this Agreement or in the representations, warranties, covenants Collateral Documents and to be performed by Sellers before or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (viic) the imposition upon, claim against, or payment by the Purchasers of any liability or obligation of the Company other than the Assumed Liabilities; (d) any of the matters claim by a third party that, if true, would mean that a condition for indemnification set forth on the INDEMNIFICATION SCHEDULE attached heretoin subsections (a), (b) or (c) of this Section 8.1 of this Agreement has occurred; or (viiie) 49% of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on dispute between the first anniversary of the Closing Date (it being understood that after the Buyer Xxxxxx Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return as to the Companies 51% amount of indebtedness owed to the Xxxxxx Parties by the Sellers pursuant to the Sale Agreement (as defined in Section 1.4(c), any collections liens on such receivables); PROVIDED THAT Sellers shall not have the Assets in connection therewith or any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants litigation arising therefrom and agreements) and any other matters covered by the Xxxxxx Indemnity. The indemnification in this Section 8.1 (other than with respect the Xxxxxx Indemnity) is subject to the representations and warranties contained limitations set forth in Section 5.2 (Capital Stock 8.5 and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date8.6.

Indemnification by Sellers. Each Seller Sellers shall jointly defend, indemnify and severally indemnify hold harmless Buyer and its Affiliatesaffiliates, stockholders, and their respective officers, directors, employees, agents, partners, representatives, successors advisors and assigns other representatives (collectively, the "BUYER PARTIES"“Buyer Indemnitees”) from and save and hold each of them harmless against against, and pay on behalf of or reimburse such the Buyer Parties as Indemnitees for, any and when incurred for any all damage, loss, liability, demandexpense, action, suit, proceeding, hearing, investigation, charge, complaint, claim, actiondemand, cause of actioninjunction, judgment, order, decree, ruling, due, penalty, fine, cost, damageamount paid in settlement, deficiencyobligation, Tax, penaltylien, fine or expenseexpense and fee, including court costs (including reasonable expenses of investigation, 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 third-party claims (including interesta) subject to the time limitations set forth above, penalties, reasonable attorneys' fees and expenses and all amounts paid any inaccuracy in investigation, defense or settlement of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach by the Companies or any Seller of any representation or warranty made by the Companies or any Seller 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 Real 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 or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (iie) any nonfulfillment or breach of any covenantsuit, agreement or other provision by the Companies or any Seller under this Agreement or any of the Schedules and Exhibits attached hereto; (iii) any action, demand, proceeding, claim or investigation pending or claim by any Person threatened against or affecting the Companies Hawaiian Businesses that arose from any matter or any 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 Party which relates to a breach of any of the representationshas specifically assumed will be deemed an Accepted Liability and therefore excluded from Sellers’ indemnification obligations herein, warranties, covenants or agreements of the Companies or any Seller under this Agreement; (ivf) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person Losses incurred as a result of the consummation alleged default under the HMPM lease, (g) any Losses incurred as a result of any default under the lease of Diamondhead Mortuary, or (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 or 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 transactions benefits of the transaction contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (vii) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in . Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date.8.3

Indemnification by Sellers. Each Seller shall Seller, jointly and severally indemnify Buyer --------------------------- severally, agrees that it will indemnify, defend, protect and hold harmless Purchaser and its Affiliatesofficers, stockholders, officersshareholders, directors, employeesdivisions, subdivisions, affiliates, subsidiaries, parent, agents, partnersemployees, legal representatives, successors and assigns (collectivelyfrom and against all claims, the "BUYER PARTIES") damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims expenses whatsoever (including interestspecifically, penaltiesbut without limitation, reasonable attorneys' fees and expenses and all amounts paid in of investigation) whether equitable or legal, defense matured or settlement contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject occurrences prior to, as a result ofat, in connection withor after the date of this Agreement, relating or incidental to or by virtue offrom: (ia) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Companies or any Seller of any representation or warranty made by the Companies or any Seller Sellers, set forth in this Agreement or any of in the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of in the Schedules and Exhibits attached heretoCollateral Documents; (iiib) any action, demand, proceeding, investigation nonfulfillment or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach nonperformance of any of the representationsagreement, warranties, covenants covenant or agreements of the Companies or any Seller under this Agreement; condition (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale extent such condition could have been satisfied with commercially reasonable effort) on the part of the Company a Seller made in this Agreement (other than the Closing Bonuses); (vi) any services and to be performed by a Seller before or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (viic) any violation of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% requirements of any accounts receivable set forth on governmental authority relating to the Closing reporting and payment (to the extent payment exceeds the amount reserved for in the Most Recent Balance Sheet that remains uncollected on the first anniversary Sheet) of Taxes of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect Company arising or accrued prior to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date; and (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), or (c) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each Seller shall jointly and severally (but not Harcke), shall indemnify and hold harmless Buyer and its Affiliatessuccessors and assigns and their respective shareholders, stockholdersemployees, officers, directors, employees, agents, partnersmembers, representatives, successors Affiliates and assigns (collectivelyagents from and against any and all damages, the "BUYER PARTIES") and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any losslosses, liabilityobligations, demandliabilities, claimclaims, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interestencumbrances, penalties, costs and expenses, including reasonable attorneys' ’ fees (and expenses costs and all amounts paid reasonable attorneys’ fees in investigation, defense or settlement respect of any of the foregoingsuit to enforce this provision) (collectively, "LOSSES"each a “CLAIM”), which any such Buyer Party may suffer, sustain arising from or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (ia) any misrepresentation in or breach by the Companies or any Seller of any representation or warranty made by the Companies Sellers or any Seller Harcke in this Agreement or any Related Agreement; (b) nonfulfillment of the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies covenants or the agreements of Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under Harcke in this Agreement or any Related Agreement; (c) any liability, obligation or commitment of any nature (absolute, accrued, contingent or other) of Sellers or relating to the Acquired Assets or the operation of the Schedules and Exhibits attached heretoBusiness arising out of transactions entered into or events occurring prior to the Closing, including any successor liability or responsible officer liability asserted against Buyer for Taxes or otherwise relating to events occurring prior to the Closing; (iiid) any actionliability, demand, proceeding, investigation obligation or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach of commitment under any of the representations, warranties, covenants Assigned Contracts which Sellers performed or agreements of were obligated to perform prior to the Companies or any Seller under this AgreementClosing; (ive) any Taxes investigation, civil, criminal or administrative action, notice or demand letter, notice of the Companies violation, or other proceeding by any Governmental Entity with respect to ground or surface water, soil or air contamination, the storage, treatment, release, transportation or disposal of Hazardous Materials, or the use of underground storage tanks, aboveground storage tanks, vaults, process tanks, other containment and associated piping and transformers by Sellers to the extent such contamination, storage, treatment, release, transportation, disposal or use occurred relating to any Tax year or portion thereof ending time on or before the Closing Date as determined in accordance with Section 8.11Date; (vf) any investigation, civil, criminal or administrative action with respect to Branford’s Benefit Obligations or the Branford’s Plans; (g) any COBRA obligation of Sellers arising from any qualifying event as defined under Code Section 4980B(f)(3) and ERISA Section 603 occurring on or before the Companies at Closing Date; (h) any time damage to pay property or injury to Persons resulting from the presence of Excluded Assets on the Real Property past the Closing Date, or in connection with the removal of such Excluded Assets from the Real Property; and (h) any saleand all actions, stay suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the foregoing. In addition, each Seller shall jointly and severally indemnify and hold Buyer harmless from and against any loss, claim, expense, damage or liability (including reasonable attorneys’ fees and expenses) to which Buyer and/or the Acquired Assets may become subject insofar as such loss, claim, damage or liability (or actions in respect thereof) arises out of or is based upon a breach or alleged breach of, or failure to comply with any provision of, or to give any notice or make any filing pursuant to, any bulk sales Law or similar Law of any state or other change jurisdiction, whether or not Sellers or Buyer attempt to comply with such bulk sales Law. Nothing in control payment this SECTION 13.02 shall estop or bonus prevent either Sellers or Buyer from asserting as a bar or defense to any Person as a result of the consummation of action or proceeding brought under any state bulk sales Law that such Law is not applicable to the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (vii) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date.

Indemnification by Sellers. Each Seller shall Seller, jointly and severally indemnify Buyer -------------------------- severally, agrees that he will indemnify, defend, protect and hold harmless Purchaser and its Affiliatesofficers, stockholders, officersshareholders, directors, employeesdivisions, subdivisions, affiliates, subsidiaries, parent, agents, partnersemployees, legal representatives, successors and assigns (collectivelyfrom and against all claims, the "BUYER PARTIES") damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims expenses whatsoever (including interestspecifically, penaltiesbut without limitation, reasonable attorneys' fees and expenses and all amounts paid in of investigation) whether equitable or legal, defense matured or settlement contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject occurrences prior to, as a result ofat, in connection withor after the date of this Agreement, relating or incidental to or by virtue offrom: (ia) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Companies or any Seller of any representation or warranty made by the Companies or any Seller Sellers, set forth in this Agreement or any of in the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of in the Schedules and Exhibits attached heretoCollateral Documents; (iiib) any action, demand, proceeding, investigation nonfulfillment or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach nonperformance of any of the representations, warranties, covenants or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship covenant on the part of a Seller made in this Agreement and to which the Companies be performed by a Seller before or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (viic) any violation of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% requirements of any accounts receivable set forth on governmental authority relating to the Closing Balance Sheet that remains uncollected on the first anniversary reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect Company arising or accrued prior to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date, except for taxes for the current fiscal year in an amount not exceeding the reserve therefor on the Most Recent Balance Sheet ; (d) any violation prior to Closing of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each Seller shall Sellers and the Shareholders individually, jointly and severally agree to indemnify and hold harmless the Buyer from and against: (a) any and all liability for any claims based upon any state of facts in respect to any Seller, its Affiliatesbusiness, stockholdersproperties, assets, or upon any acts or omissions of its employees, officers, directors, employeesstockholders, agentsagents or others acting on its behalf, partnersin existence at or prior to the closing; (b) any and all liabilities, representatives, successors and assigns (collectively, the "BUYER PARTIES") and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys' fees damages and expenses resulting from any regulatory or legal actions or claims by any federal, state or local governmental agency or any suits, claims, actions of proceedings by others, if such regulatory or legal actions, suits, claims or proceedings are founded upon or arise by reason of events or operations of a Seller occurring or any state of facts in respect of a Seller's business; (c) any and all amounts paid in investigationdamage or deficiency resulting from any misrepresentation, defense breach of warranty or settlement nonfulfillment of any condition or failure to perform any covenant or agreement on the part of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach by the Companies or any Seller of any representation or warranty made by the Companies or any Seller contained in this Agreement or any of the Schedules other agreement or Exhibits attached heretodocument to which a Seller or a Shareholder is a party contemplated hereby, or in from any of misrepresentation or omission from any exhibit, certificate or other instrument or copy thereof required to be furnished or furnished to the certificates furnished Buyer by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach terms of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of the Schedules and Exhibits attached heretoother agreement or document to which a Seller or a Shareholder is a party contemplated hereby, or any claim which, if true, would constitute such a breach or misrepresentation; (iiid) taxes, assessments, interest or penalties resulting from adjustments to any actiontax liability of a Seller or from a Seller's failure to pay in full its tax liability, demandfor any period prior to the reporting period in which the closing occurs or in regard to the Closing, proceeding, investigation or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach of any of the representations, warranties, covenants or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with in respect to federal, state or local income, sales or other taxes, as well as withholding taxes and penalties for underpayment of withholding taxes and estimated taxes for any Tax year or portion thereof ending on or before period, including the period in which the Closing Date as determined in accordance with Section 8.11; occurs: (ve) any obligation liability of a Seller other than an Assumed Liability: (f) the costs of investigation, defense, legal fees, disbursements, costs of settling and discharging any and all judgments and or claims alleging or incident to the foregoing, regardless of the Companies at ultimate responsibility of a Seller for any time to pay any sale, stay or other change in control payment or bonus such liability to any Person as a result of claimant. Buyer shall have the consummation of right to offset any claims hereunder against any sums due from the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus Buyer to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (vii) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date.

Indemnification by Sellers. Each Seller shall Sellers, jointly and severally indemnify Buyer severally, hereby agree to indemnify, defend and hold harmless Buyer, its affiliates and its Affiliatesand their respective directors, officers, stockholders, officerspartners, directorsmembers, employees, agentsand agents (individually, partners, representatives, successors a “Buyer Indemnified Party” and assigns (collectively, the "BUYER PARTIES") and save and hold each of them harmless “Buyer Indemnified Parties”), against and pay on behalf in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, costs and expenses (including the reasonable fees, disbursement and expenses of attorneys and consultants) of any kind or reimburse nature whatsoever, but net of the proceeds from any insurance policies or other third party reimbursement for such Buyer Parties as and when incurred for any loss, liabilityto the extent sustained, demandsuffered or incurred by or made against any Buyer Indemnified Party, claimto the extent based upon, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach by the Companies or any Seller of any representation or warranty made by the Companies or any Seller Sellers in this Agreement or any of the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies Schedule, exhibit, certificate, agreement or the Sellers at Closing other instrument delivered pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenantcovenant or agreement made by Sellers in this Agreement or in any Schedule, exhibit, certificate, financial statement, agreement or other provision instrument delivered by the Companies or any Seller under binding upon Sellers pursuant to this Agreement or any of the Schedules and Exhibits attached heretoAgreement; (iii) any action, demand, proceeding, investigation or claim made by any Person against person or affecting entity to the Companies extent the same arises out of or relates to the operation of the Assets or the Business and in connection with or on the basis of events, acts, omissions, conditions or any Buyer Party which relates to a breach other state of any of facts occurring on or existing before the representationsClosing Date (other than events, warrantiesacts, covenants or agreements of the Companies omissions, conditions or any Seller under this Agreementother state of facts with respect to which Buyer has specifically agreed to be responsible and has been provided specific written notice by way of a Schedule attached hereto; (iv) any Taxes claim which arises in connection with any liability or obligation of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11Sellers that is not an Assumed Liability; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses)Excluded Liabilities; and (vi) any services or work performed prior the sales of inventory by Sellers to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise boundcustomer identified as NIN1000, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (vii) any of the matters as set forth on the INDEMNIFICATION SCHEDULE attached Exhibit 10.1 hereto; or (viii) 49% . The sum of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the all amounts paid by Sellers to Buyer Parties receive indemnification payments with respect pursuant to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers this Section 10.1 shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date2.2 million.

Indemnification by Sellers. Each Seller shall Seller, jointly and -------------------------- severally indemnify Buyer (except for breaches of the warranty in Section 3.2(b) which shall be several and not joint), agrees that he will indemnify, defend, protect and hold harmless Eastern and its Affiliatesofficers, stockholders, officersshareholders, directors, employeesdivisions, subdivisions, affiliates, subsidiaries, parents, agents, partnersemployees, legal representatives, successors and assigns (collectivelyfrom and against all claims, the "BUYER PARTIES") damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims expenses whatsoever (including interestspecifically, penaltiesbut without limitation, reasonable attorneys' fees and expenses and all amounts paid in of investigation) whether equitable or legal, defense matured or settlement contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject occurrences prior to, as a result ofat, in connection withor after the date of this Agreement, relating or incidental to or by virtue offrom: (ia) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Companies or any Seller of any representation or warranty made by the Companies or any Seller Seller, set forth in this Agreement or any of in the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of in the Schedules and Exhibits attached heretoCollateral Documents; (iiib) any action, demand, proceeding, investigation nonfulfillment or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach nonperformance of any agreement, covenant or condition on the part of the representations, warranties, covenants a Seller made in this Agreement and to be performed by Seller before or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (viic) any violation of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% requirements of any accounts receivable set forth on governmental authority relating to the Closing Balance Sheet that remains uncollected on the first anniversary reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect Xxxxxxx Companies arising or accrued prior to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date; (d) any violation of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each Seller Notwithstanding any term in this Agreement to the contrary, and subject to the limitation provided in the introductory language to Article III and Section 7.4, Sellers shall jointly indemnify, defend, save and severally indemnify hold Buyer and its Affiliates, stockholders, officers, directors, employees, agentsagents and Affiliates (including, partnersafter the Closing, representatives, successors and assigns (the Company; collectively, the "BUYER PARTIESBuyer Indemnitees") harmless from and save against all demands, claims, allegations, liabilities, costs and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims expenses (including reasonable legal fees, interest, penalties, reasonable attorneys' fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing) (, whether or not the underlying demands, claims, allegations, etc., of third parties are meritorious; collectively, "LOSSESBuyer Damages")) asserted against, which any such Buyer Party may sufferimposed upon, sustain or become subject resulting to, as a result ofrequired to be paid by or incurred by any Buyer Indemnities, directly or indirectly, in connection with, relating arising out of, which could result in, or incidental to or by virtue of: which would not have occurred but for, (i) any a breach by the Companies or any Seller of any representation or warranty made by Sellers or the Companies Company in this Agreement, in any certificate or document furnished pursuant hereto by Sellers or the Company or any Other Agreement to which Sellers or the Company, or any of them is or is to become a party, (ii) a breach or nonfulfillment of any covenant or agreement made by Seller or the Company in or pursuant to this Agreement or any of the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies Other Agreement to which Sellers or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenantCompany, agreement or other provision by the Companies or any Seller under this Agreement or any of the Schedules and Exhibits attached hereto; them, is or is to become a party, (iii) any actionand all liabilities of the Company, demandwhether due or to become due, proceeding, investigation existing on the Closing Date or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach arising out of any of transaction entered prior to the representationsClosing Date, warrantiesexcept for liabilities disclosed in writing to Buyer on or before Closing or fully reserved on the Final Closing Balance Sheet (other than the liabilities covered by Section 7.2(vi) hereof), covenants or agreements of the Companies or any Seller under this Agreement; (iv) noncompliance with or a violation of and any Taxes of the Companies Buyer Damages with respect to any Tax year or portion thereof ending on or before Environmental Laws and related to events prior to the Closing Date as determined in accordance with Section 8.11; Closing, (v) any obligation of the Companies at material liability under any time to pay any sale, stay warranty or guarantee or other change similar promise, or any material contract or agreement, given, issued, made or entered into by Company on or before Closing (except those disclosed in control payment writing to Buyer on or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreementbefore Closing), including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); and/or (vi) any services pending or work performed prior threatened litigation disclosed as Item 1 on Schedule 3.12 to this Agreement. The foregoing to the Closing in violation contrary notwithstanding the liability of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, Sellers hereunder shall be several and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (vii) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect they shall contribute to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim indemnification pro rata based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by their respective equity ________ interests in the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing DateCompany.

Indemnification by Sellers. Each Seller shall The Sellers, jointly and severally severally, hereby indemnify and agree to defend and hold harmless Buyer from and against any and all losses, obligations, deficiencies, liabilities, claims (whether actual or threatened), damages, costs and expenses (including, without limitation, the amount of any settlement entered into pursuant hereto, and all reasonable legal fees and other expenses incurred in connection with the investigation, prosecution or defense of any matter indemnified pursuant hereto or the enforcement of this Agreement) (“Losses”) which Buyer or any of its Affiliates, stockholders, officers, directors, employees, agents, partners, representatives, successors and assigns respective Affiliates (collectively, with the "BUYER PARTIES"Buyer, the “Buyer Indemnified Parties” and each, individually, a “Buyer Indemnified Party”) may sustain, suffer or incur and save and hold each which arise out of, are caused by, relate to, or result or occur from or in connection with (a) any misrepresentation of a fact contained in any representation of any Seller contained in this Agreement, (b) the breach by any Seller of any warranty or covenant made by any of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any lossin this Agreement, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoingc) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach by the Companies or any Seller of any representation or warranty made by the Companies or any Seller in this Agreement or any unpaid federal, state, local and foreign Taxes of the Schedules or Exhibits attached hereto, or in Business for any of Pre-Closing Tax Periods and the certificates furnished by portion through the Companies or Closing Date for any Tax period which does not end on the Sellers at Closing pursuant to this Agreement; Date and (ii) any nonfulfillment Liability or breach obligation for the unpaid Taxes of the Business including under Treasury Regulation Section 1.1502-6 (or any corresponding provision of state, local or foreign Tax Law) as a transferee or successor, by contract or otherwise, (d) any liability or obligation of any covenant, agreement of Sellers arising out of or other provision by the Companies or any Seller under this Agreement or relating to any of the Schedules and Exhibits attached hereto; (iii) any action, demand, proceeding, investigation or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach of any of the representations, warranties, covenants or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this AgreementExcluded Liabilities, including without limitation, any obligation to pay amounts which may be due under the Kaiser Employment Agreement and any saleother agreement with Xxxxxx X. Xxxxxx, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vie) any services Losses incurred as a result of Sellers’ waiver or work performed prior to noncompliance with the Closing in violation bulks sales laws, and (f) any claims, charges, suits or legal proceedings against Buyer or its Affiliates by or on behalf of any collective bargaining agreement employee as a result of (i) illegal or collective bargaining relationship to which the Companies unlawful misconduct on or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after before the Closing Date; , including without limitation, the proceedings disclosed on the schedules annexed to this Agreement and (viiii) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; retention agreement or (viii) 49% of retention memoranda agreed to with, or issued in favor of, any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Dateemployee.

Indemnification by Sellers. Each Seller shall jointly The Sellers each agree that they -------------------------- will each indemnify, defend, protect and severally indemnify Buyer hold harmless the Purchaser and its Affiliatesofficers, stockholders, officersshareholders, directors, employeesdivisions, subdivisions, affiliates, subsidiaries, parent, agents, partnersemployees, legal representatives, successors and assigns (collectivelyassigns, the "BUYER PARTIES") as applicable, from and save against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims expenses whatsoever (including interestspecifically, penaltiesbut without limitation, reasonable attorneys' fees and expenses and all amounts paid in of investigation) whether equitable or legal, defense matured or settlement contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of any occurrences prior to, at, or after the date of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject tothis Agreement, as a result of, in connection with, relating of or incidental to or by virtue ofincident to: (ia) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Companies or any Seller of any representation or warranty made by the Companies or any Seller Sellers, set forth in this Agreement or any of in the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of in the Schedules and Exhibits attached heretoCollateral Documents; (iiib) any action, demand, proceeding, investigation nonfulfillment or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach nonperformance of any agreement, covenant or condition on the part of Sellers made in this Agreement or in the representations, warranties, covenants Collateral Documents and to be performed by Sellers before or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11; (v) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (viic) the imposition upon, claim against or payment by the Purchaser of any liability or obligation of the matters set forth on Company other than the INDEMNIFICATION SCHEDULE attached heretoAssumed Liabilities; or (viiid) 49% violation of the requirements of any accounts receivable set forth on governmental authority relating to the Closing Balance Sheet that remains uncollected on the first anniversary reporting and payment of federal, state, local or other income, sales, use, franchise, excise, payroll or property tax liabilities of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect Company arising or accrued prior to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each Seller of Sellers shall jointly and severally indemnify Buyer and its Affiliates, stockholders, officers, directors, employees, agents, partners, representatives, successors and assigns (collectively, the "BUYER PARTIES") and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach by the Companies Company or any Seller of any representation or warranty made by the Companies Company or any Seller in this Agreement or any of the Schedules or Exhibits attached hereto, or in any of the certificates or other instruments or documents furnished by the Companies Company or the Sellers at Closing any Seller pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, covenant or agreement or other provision by the Companies Company or any Seller under this Agreement or any of the Schedules and Exhibits attached hereto; (iii) any action, demand, proceeding, investigation or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach of any of the representations, warranties, covenants or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies Company with respect to any Tax year or portion thereof ending on or before the Closing Date as determined (with it being understood that, for purposes of this clause (iii) in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date which shall be calculated in accordance with the provisions of Section 8.118.11(b) hereof; or (viv) any obligation violations of, or any liabilities or investigatory, corrective or remedial obligations arising under, Environmental and Safety Requirements with respect to the past or current properties, facilities or operations of the Companies at Company, whether or not constituting a breach of any time representation or warranty hereunder and whether or not disclosed to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed Buyer prior to the Closing in violation of any collective bargaining agreement Date or collective bargaining relationship identified by Buyer or its agents or representatives through their due diligence investigations prior to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (vii) any of the , including without limitation all matters set forth on the INDEMNIFICATION IDENTIFIED ENVIRONMENTAL MATTERS SCHEDULE attached hereto; , except for any such violations, liabilities, or (viii) 49% obligations the facts or circumstances underlying which are caused solely by the operation of any accounts receivable set forth on the Company's business after the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables)Date; PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses)) unless and until the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") 100,000 (and then Sellers shall only be liable for all such Losses in excess of the Deductible$100,000 threshold amount); and PROVIDED FURTHER that Sellers' aggregate liability under clause this Section 8.2(a) (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences for a breach of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction BonusesSections 8.4 or 8.10 hereof) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing amount of the Purchase Price. Nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights right to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date.

Indemnification by Sellers. Each Seller of Sellers shall jointly and severally indemnify Buyer Buyers and its their Affiliates, stockholders, officers, directors, employees, agents, partners, representatives, successors and assigns (collectively, the "" BUYER PARTIES") and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, "" LOSSES"), which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach by the Companies or any Seller of any representation or warranty made by the Companies or any Seller in this Agreement or any of the Schedules or Exhibits attached hereto, or in any of the certificates or other instruments or documents furnished by the Companies or the Sellers at Closing any Seller pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, covenant or agreement or other provision by the Companies or any Seller under this Agreement or any of the Schedules and Exhibits attached hereto; or (iii) any action, demand, proceeding, investigation or claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach of any of the representations, warranties, covenants or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined (with it being understood that, for purposes of this clause (iii), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date which shall be calculated in accordance with the provisions of Section 8.11; (v8.11(b) any obligation of the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Companies or their Affiliates are a party or are otherwise bound, and for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (vii) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or (viii) 49% of any accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date (it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables)hereof; PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses)) unless and until the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") 100,000 (and then Sellers shall only be liable for all such Losses in excess of the Deductible$100,000 threshold amount); and PROVIDED FURTHER that Sellers' aggregate liability under clause this Section 8.2(a) (i) and clause (iii) above (except with respect to breaches of covenants and agreements and other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences for a breach of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction BonusesSections 8.4 or 8.10 hereof) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing amount of the Purchase Price. Nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights right to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing Date and decrease to $4,083,333 on the second anniversary of the Closing Date.