Common use of Indemnification by the Shareholders Clause in Contracts

Indemnification by the Shareholders. From and after the Closing Date, the Shareholders shall, jointly and severally, indemnify and hold harmless Parent, the Surviving Corporation and its Subsidiaries, each of their respective directors, officers, employees and agents (other than the Shareholders), and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnified Parties”) from and against any and all Losses incurred by, suffered by or asserted against any of the Parent Indemnified Parties in connection with or arising from (i) any breach by the Company or the Shareholders of their respective covenants and agreements contained herein, (ii) any breach by the Company or the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of this clause (ii), if any such representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and (iii) notwithstanding any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets and business prior to the Effective Time. To the extent that any of the Shareholders undertakings set forth in this Section 8.2 may be unenforceable, each of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) the aggregate amount of such payment shall be disbursed to Parent pursuant to the terms of the Escrow Agreement.

Indemnification by the Shareholders. From and after the Closing DateSubject to Section 9.6 below, the Shareholders shallPrincipal Shareholders, jointly and severallyseverally but not jointly, indemnify shall indemnify, defend, save and hold harmless Parent, the Surviving Corporation ADLT and its Subsidiaries, each of Acquisition and their respective officers, directors, officersemployees, employees Affiliates and agents (other than the Shareholders)including, after Closing, DSI) (collectively, "ADLT Indemnitees") harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, and each of the heirsall reasonable amounts paid in investigation, executors, successors and assigns defense or settlement of any of the foregoing (collectively, the “Parent Indemnified Parties”"ADLT Damages") from and against any and all Losses asserted against, imposed upon, resulting to or incurred by, suffered by or asserted against any of the Parent Indemnified Parties ADLT Indemnitees, directly or indirectly, in connection with with, or arising out of, or resulting from (i) a breach of any breach of the representations and warranties made by the Company Principal Shareholders or the Shareholders DSI in Article 2 of their respective covenants and agreements contained hereinthis Agreement, except as set forth above in Section 9.1, (ii) a breach of any of the representations and warranties of the Principal Shareholders in Article 3 except that, with respect to Article 3, each Principal Shareholder will be severally responsible only for his own representations and warranties or (iii) a breach of any of the covenants or agreements made by the Company Principal Shareholders, or a breach of any of the Shareholders covenants or agreements of their respective DSI, to be completed before the Closing, in or pursuant to this Agreement and in any Other Agreement to which any Principal Shareholder or DSI is a party; PROVIDED, HOWEVER, that (a) none of the ADLT Indemnitees shall have any claim for indemnification pursuant to subsection (i) of this Section (except representations and warranties contained herein (providedin Section 2.10, that for purposes of this clause (ii)2.18, if any such representation or warranty is qualified by knowledge2.23, materiality2.25, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warrantyrelating to title) and (iii) notwithstanding any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets related expenses unless and business prior to the Effective Time. To the extent that any of the Shareholders undertakings set forth in this Section 8.2 may be unenforceable, each of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) until the aggregate amount of all such payment claims exceeds $500,000, from and after which time the Principal Shareholders shall be disbursed to Parent pursuant responsible for claims only to the terms extent of such excess and (b) in no event shall the Principal Shareholders' liability for ADLT Damages exceed, in the aggregate, $2,000,000. Any claim for such liability of any Principal Shareholder may be satisfied by the delivery to ADLT of that number of ADLT Shares determined by dividing the amount of the Escrow Agreementliability by the greater of (A) $24 or (B) the closing price of the ADLT Shares on NASDAQ on the last trading date prior to such delivery. The Liability of each Principal Shareholder with respect to any claim for indemnity shall be equal to the Principal Shareholder's Pro Rata Share, provided, however, that each Principal Shareholder shall be entirely responsible for any violation of his own representations contained in Article 3. As used herein, Pro Rata Share means, with respect to any Principal Shareholder, the number of DSI Shares held by such Principal Shareholder, as set forth on Schedule 1.10A, divided by 805,000.

Indemnification by the Shareholders. From Subject to the limitations set forth in this Article 9 and after the Closing Dateof the transactions contemplated by this Agreement, the Shareholders shallShareholders, jointly and severallyseverally but not jointly, indemnify shall indemnify, defend, save and hold harmless Parent, the Surviving Corporation ADLT and its Subsidiariesofficers, each of their respective directors, officersemployees, employees Affiliates and agents (other than the Shareholders)including, after Closing, RLI) (collectively, "ADLT Indemnitees") harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, and each of the heirsall reasonable amounts paid in investigation, executors, successors and assigns defense or settlement of any of the foregoing (collectively, the “Parent Indemnified Parties”"ADLT Damages") from and against any and all Losses asserted against, imposed upon, resulting to or incurred by, suffered by or asserted against any of the Parent Indemnified Parties ADLT Indemnitees, directly or indirectly, in connection with with, or arising out of, or resulting from (i) a breach of any breach of the representations and warranties made by the Company Shareholders or the Shareholders RLI in Article 2 of their respective covenants and agreements contained hereinthis Agreement, except as set forth above in Section 9.1, ("ADLT Warranty Damages"), (ii) a breach of any breach by of the Company or the Shareholders of their respective representations and warranties contained herein (provided, that for purposes made by any Shareholder in Article 3 of this clause (ii)Agreement, if any except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored representations and deemed not included in such representation or warranty) warranties and (iii) notwithstanding a breach of any disclosure of the covenants or agreements made by the Shareholders, or a breach of any of the covenants or agreements of RLI to be completed before the Closing, in or pursuant to this Agreement and in any Other Agreement to which the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in the Schedules heretoSection 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the ownership, maintenance, operation or existence of the Company, its assets and business prior to the Effective Time. To the extent that any of the Shareholders undertakings limitations set forth in this Section 8.2 may Article 9. The Liability of each Shareholder with respect to any claim for indemnity shall be unenforceable, each of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) the aggregate amount of such payment Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be disbursed to Parent pursuant to the terms entirely responsible for any violation of the Escrow Agreementhis or her own representations contained in Article 3.

Indemnification by the Shareholders. From and after the Closing DateIn addition to any other remedies available to Buyer under this Agreement, or at law or in equity, the Shareholders shall, jointly and severally, hereby indemnify and hold harmless ParentBuyer, the Surviving Corporation Company, their affiliates and its Subsidiaries, each of their respective officers, directors, officersemployees, employees agents and agents (other than the Shareholders), and each of the heirs, executors, successors and assigns of any of the foregoing stockholders (collectively, the “Parent Buyer Indemnified Parties”) from against and against with respect to any and all Losses incurred byclaims, suffered costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of action and deficiencies, including interest, penalties and reasonable fees and expenses of attorneys, consultants and experts (collectively, the “Damages”) that the Buyer Indemnified Parties shall incur or suffer, which arise, result from or relate to any breach by or asserted against any of the Parent Indemnified Parties Shareholders (or the failure of any of the Shareholders to perform) their respective representations, warranties, covenants or agreements in connection with this Agreement or arising in any schedule, certificate, exhibit or other instrument delivered to Buyer by any of the Shareholders under this Agreement (including, without limitation, a Circumvention Event). The liability of the Shareholders under this Section is joint and several. In addition, Buyer shall be entitled to Damages from the Shareholders equal to the amount by which any non-collectible accounts receivable exceed the Company’s reserves relating to such accounts receivable. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall have the right, at its sole option, to offset any Damages against (a) the amount by which the actual Purchase Price (as finally determined pursuant to Section 1.1(d) hereof) exceeds the Estimated Purchase Price and (b) the Earn-out. The Shareholders’ total aggregate liability under this indemnity shall be limited to $5,000,000.00. Except for Damages equal to (i) the amount by which any breach non-collectible accounts receivable exceed the Company’s reserves relating to such accounts receivable, (ii) the amount of any Encumbrances on the Company Shares or (iii) the amount of any liability relating to any Encumbrances on the Owned Real Property, in each case for which no deductible shall apply, the Shareholders shall have no obligation to indemnify Buyer until the total Damages incurred by the Company or the Shareholders of their respective covenants and agreements contained herein, (ii) any breach by the Company or the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of this clause (ii), if any such representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and (iii) notwithstanding any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets and business prior to the Effective Time. To the extent that any of the Shareholders undertakings set forth in this Section 8.2 may be unenforceable, each of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) the aggregate Buyer exceed a deductible amount of such payment shall be disbursed to Parent pursuant to the terms of the Escrow Agreement$50,000.00.

Indemnification by the Shareholders. From and after Subject to the Closing Datelimitations set forth in this Article VII, the Shareholders shall, jointly and severally, severally shall indemnify and hold harmless ParentCobalt, the Surviving Corporation Purchaser and its Subsidiaries, each of their respective directors, officers, employees directors and agents affiliates (other than the Shareholders)"Cobalt Indemnified Parties") harmless from and against, and each of shall reimburse the heirsCobalt Indemnified Parties for, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnified Parties”) from and against any and all Losses incurred byloss, suffered by or asserted against obligation, deficiency, damage, claim liability, cost and expense (including, without limitation, the amount of any settlement entered into pursuant hereto, and all reasonable legal fees and other expenses) ("Losses") arising out of the Parent Indemnified Parties in connection with or arising from (i) any inaccuracy or misrepresentation in, or breach of, any representation or warranty made by the Company or any Shareholder in this Agreement or in any Operative Document or in any certificate delivered pursuant hereto or thereto; (ii) any failure by the Company or the Shareholders of their respective covenants and agreements contained hereinto perform or comply, (ii) in whole or in part, with any breach by the Company covenant or the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of agreement in this clause (ii), if Agreement or in any such representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and Operative Document; (iii) notwithstanding any disclosure set forth in claim by any third party arising out of the Schedules hereto, Company's operation of the Company's business or the ownership, maintenance, operation use or existence distribution of the Company, its 's assets and business on or before the Effective Time; (iv) all liability for Taxes of the Company assessed during or attributable to any taxable period ending on or prior to the Effective Time. To Date, and the portion of any taxable period that includes, but does not end on, the Effective Date to the extent that such Taxes exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Shareholders undertakings set forth Company Balance Sheet (rather than in any notes thereto); or (v) any liability for Taxes resulting from the transactions contemplated by this Section 8.2 may be unenforceableAgreement, each including, without limitation, income, transfer, sales, use, excise, conveyance and similar taxes, excluding any Taxes resulting from a reassessment of Real Property or Personal Property occurring as a result of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) the aggregate amount of such payment shall be disbursed to Parent pursuant to the terms of the Escrow AgreementMerger.

Indemnification by the Shareholders. From The Shareholders shall be jointly and severally responsible and liable for, and hereby agree to indemnify, defend and hold harmless the Buyer, SICC and their respective officers, directors, managers, agents, employees, successors and permitted assigns, at all times from and after the Closing, from, against and in respect of all losses, damages, liabilities, deficiencies, Taxes, and expense (“Loss” or “Losses”) resulting from (a) any failure, untruth, inaccuracy or breach of any representation or warranty of the Shareholders or SICC contained in this Agreement or in any agreement, Schedule or certificate delivered pursuant hereto or in connection herewith; (b) any breach or non-fulfillment of any covenant or agreement of SICC or any Shareholder made in this Agreement or in any agreement, Schedule or certificate delivered pursuant hereto or in connection herewith; (c) Taxes for which the Shareholders are responsible in accordance with Article 7 of this Agreement, or any liability of SICC to make payments to or indemnify any other Person with respect to Taxes, for any Taxable period or portion thereof ending on or before the Closing Date; and, (d) all actions, suits, proceedings, claims, demands, assessments, judgments, fines, penalties, amounts properly and reasonably paid in settlement to any third party, and costs and expenses (including reasonable attorneys’ fees and expenses) incident to any of the foregoing. The Shareholders shall, jointly and severally, indemnify and hold harmless Parent, the Surviving Corporation and its Subsidiaries, each of their respective directors, officers, employees and agents shall not be liable for any indemnity pursuant to this Section 10.1(a) (other than claims with respect to the Shareholders)Shareholder Transaction Representations and claims arising from Section 7.1, and each which shall not be subject to this limitation) until the aggregate of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnified Parties”) from and against any and all Losses incurred byby Buyer exceed $500,000, suffered by or asserted against any of the Parent Indemnified Parties in connection with or arising from (i) any breach by the Company or and then the Shareholders shall be liable for all such Losses beginning with the first dollar of their respective covenants and agreements contained herein, (ii) any breach by such Loss. Notwithstanding the Company or the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of this clause (ii), if any such representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and (iii) notwithstanding any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets and business prior to the Effective Time. To the extent that any of the Shareholders undertakings set forth in this Section 8.2 may be unenforceable, each of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent foregoing or any other SBR Parent Indemnified Party provision of this Agreement or any Related Document to the contrary, in no event shall the Shareholders, individually or collectively, be liable to Buyer for any claims for indemnity pursuant to this Section 10.1(a) (other than claims with respect to Shareholder Transaction Representations and claims arising from Section 7.1, which shall not be subject to this limitation) related to this Agreement or the terms of transactions contemplated hereby, whether by indemnification or otherwise, for more than the SBR Merger Agreement, an aggregate amount equal to funds held in the product of (i) the SBR Ownership Percentage times (ii) the aggregate amount of such payment shall be disbursed to Parent Escrow pursuant to the terms of the Escrow AgreementSection 1.2.

Indemnification by the Shareholders. From and after the Closing Date, the The Shareholders shall, jointly and shall severally, indemnify and not jointly, indemnify, save and hold harmless Parent, the Surviving Corporation SoftNet and its Subsidiaries, each of affiliates and its and their respective directors, officers, employees and agents (other than the Shareholders), and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnified Parties”) Representatives from and against any and all Losses incurred bycosts, suffered losses (including diminution in value), Taxes (including, but not limited to, any Taxes or other costs or damages arising under, caused by or asserted against related to Section 280G of the Code), liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including any clean-up or remedial action), damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the Parent Indemnified Parties foregoing, in each case after taking into account any insurance proceeds received by the indemnified Person and related tax benefits (herein, "Damages"), incurred in connection with with, arising out of, resulting from or arising from incident to: (i) any breach by the Company of any representation or warranty or the Shareholders inaccuracy of their respective covenants and agreements contained hereinany representation or warranty, made by any Seller in this Agreement, except for any breach of any representation or warranty or the inaccuracy of any representation or warranty in Section 3.2 hereof (which shall be covered in the following clause (ii)); (ii) any breach by the Company or the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of this clause (ii), if any such representation or warranty is qualified by knowledge, materiality, or the word “knowledge”, “material” or by words inaccuracy of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such any representation or warranty) and , made by any Seller in Section 3.2 of this Agreement; (iii) notwithstanding any disclosure set forth Damages in excess of $100,000 in the Schedules heretoaggregate in any way incurred in connection with, arising out of, resulting from or incident to (x) the ownershipcase titled Wayport, maintenanceInc. v. Laptop Lane Limited, operation Case No. 99-13222, 201 Judicial District, Xxxxxx County, Texas or existence (y) any matter, claim, demand, lawsuit or other action asserted by Xxxxxxxx Xxxxxxx against LLL or SoftNet; and (iv) any breach of the Company, its assets and business prior to the Effective Time. To the extent that any of the Shareholders undertakings set forth covenant or agreement made by any Seller in this Section 8.2 may be unenforceable, each of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) the aggregate amount of such payment shall be disbursed to Parent pursuant to the terms of the Escrow Agreement.

Indemnification by the Shareholders. From Subject to Sections 7.1, 7.2 and after the Closing Date7.4, the Shareholders shalleach Shareholder will, jointly and severallyin accordance with their Respective Ownership Percentages, indemnify indemnify, defend and hold harmless Parentthe Purchaser, the Surviving Corporation its Affiliates and its Subsidiaries, each of their respective directors, officers, employees employees, agents and agents (other than the Shareholders), and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnified Parties”) representatives from and against any and all Losses incurred byclaims, suffered demands or suits (by any person or asserted against entity, including without limitation any Governmental Agency), losses, liabilities, actual or punitive damages, fines, penalties, obligations, payments, costs and expenses, paid or incurred, whether or not relating to, resulting from or arising out of any Third Party Claim (as hereinafter defined), including without limitation the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, remediation, settlements and compromises relating thereto and reasonable fees and expenses of attorneys and other experts in connection therewith (individually and collectively, "Indemnifiable Losses") relating to, resulting from or arising out of any of the Parent Indemnified Parties in connection with or arising from following: (i) the inaccuracy of any breach by of the Company representations or warranties of the Shareholders of their respective covenants and agreements contained herein, in this Agreement or any Ancillary Document; (ii) any breach by the Company or Shareholders of any covenant of the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of in this clause (ii), if Agreement or in any such representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and Ancillary Document; (iii) notwithstanding any disclosure set forth in liabilities for Taxes of the Schedules heretoCompany and payable by the Company on or after the Closing Date with respect to any taxable period existing on or prior to the Closing Date (treating any taxable period that begins before and ends after the Closing Date as if such taxable period had ended on the Closing Date), to the ownership, maintenance, operation or existence extent such liabilities exceed any Tax liabilities accrued on the Final Closing Balance Sheet; (iv) the cancellation of the warrants to purchase shares of the Company, its assets 's Common Stock issued to Mr. Xxxx X. Xxxxxx pursuant to his consulting agreement with the Company; or (v) the negotiations between the Shareholders and business prior the Company or their respective Affiliates and any other entity relating to the Effective Time. To the extent that any sale of the Shareholders undertakings set forth in this Section 8.2 may be unenforceable, each stock or assets of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law Company to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any such other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) the aggregate amount of such payment shall be disbursed to Parent pursuant to the terms of the Escrow Agreemententity.

Indemnification by the Shareholders. From Subject to the conditions and after the Closing Datelimitations set forth in this Section 10.2, the Principal Shareholders shall, jointly and severally, defend, indemnify and hold harmless Parentthe Company and the Purchasers, the Surviving Corporation and its Subsidiaries, each of their respective directors, officers, employees and agents (other than the Shareholders), and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnified Parties”) from and against any loss, liability, damage, claim, action or cause of action, assessment, cost and all Losses expense (including reasonable legal and accounting fees) to the extent not covered by insurance asserted against, resulting to, imposed upon or incurred by, suffered by or asserted against any of the Parent Indemnified Parties in connection with or arising from (i) any breach by the Company or the Shareholders Purchasers by reason of their respective covenants and agreements contained hereinor resulting from the breach of any representation, (ii) any breach warranty or covenant made by the Company or the Principal Shareholders in or pursuant to this Agreement, or any facts or circumstances constituting such a breach; provided, however, that the indemnification provided for in this Section 10.2, except for indemnification for any claim arising from any breach of their respective representations a representation or warranty made in Section 3.2, 3.4, 3.10 or 3.23 or in the last sentence of Section 3.7, shall not apply unless the aggregate damages for which indemnification is sought (determined on a cumulative basis with all prior claims) are more than $100,000, and warranties contained herein (then only to the extent of such excess; provided, that the Principal Shareholders' aggregate liability for purposes claims in which indemnification is sought under this Agreement shall be limited to (i) $6,600,000 for claims arising from the breach of any representation or warranty made in Section 3.2, 3.4, 3.6, 3.10 or 3.23 or in the last sentence of Section 3.7, and (ii) $4,950,000 for claims arising from the breach of any other representation or warranty made in Article III hereof, which amount in this clause (ii) shall be reduced to $3,300,000 for claims arising after April 30, 1997. The indemnity obligation of the Principal Shareholders under this Article X shall be satisfied through the payment of cash to the Company or the Purchasers, as the case may be, until the aggregate of all indemnification payments made by the Principal Shareholders shall equal $3,300,000, plus the amount of all principal payments made to the Principal Shareholders under the Redemption Notes (the "Cash Amount"), if any such representation or warranty is qualified by knowledge, materialityand for indemnification claims in excess of the Cash Amount, the word “knowledge”, “material” or by words Company shall be permitted to set-off the principal amount of similar impact, such qualification or exception will in all respects be ignored the Redemption Notes and deemed not included in such representation or warranty) and the Series B Liquidation Amount (iii) notwithstanding any disclosure set forth as defined in the Schedules hereto, the ownership, maintenance, operation or existence Articles of Incorporation) of the CompanySeries B Preferred Stock by the amount of such claims, its assets which set-off shall be allocated between the Redemption Notes and business prior Series B Preferred Stock in proportion to the Effective Time. To the extent that any respective percentages of the Shareholders undertakings set forth in this Section 8.2 may be unenforceable, each principal amount of the Shareholders shall, jointly Redemption Notes and severally, contribute the maximum amount that it is permitted under applicable law Series B Liquidation Amount of the Series B Preferred Stock relative to the payment and satisfaction total amount of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms principal of the SBR Merger Agreement, an aggregate Redemption Notes and the Series B Liquidation Amount. The set-off of the Redemption Notes shall be effected through the reduction of the principal amount of the Redemption Notes equal to the product portion of (i) the SBR Ownership Percentage times (ii) set-off amount related thereto and the aggregate amount set-off of such payment the Series B Liquidation Amount shall be disbursed to Parent pursuant effected by the Principal Shareholder contributing shares of Series B Preferred Stock to the terms Company with an aggregate Series B Liquidation Amount equal to the portion of the Escrow Agreementset-off amount attributable to the Series B Preferred Stock. The Principal Shareholders agree that they shall have no right to seek damages, reimbursement, indemnification, contribution or similar rights from the Company for any indemnification payments for which the Principal Shareholders are liable hereunder.

Indemnification by the Shareholders. From and after (a) Following the Closing DateClosing, the Shareholders shall, jointly and shall severally, indemnify in proportion to each Shareholder's Percentage Share (but not jointly) indemnify, defend and hold harmless ParentPurchaser and each Subsidiary and Affiliate of Purchaser (including the Covered Companies but excluding any Person who owns Equity Interests in any Covered Company other than the Purchaser, the Surviving Corporation Company or any Covered Company) and its Subsidiaries, each of their respective permitted assigns and their respective officers, directors, officerspartners, shareholders (except any Person who owns Equity Interests in any Covered Company other than the Purchaser, the Company or any Covered Company), employees and agents (other than the Shareholders), and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent "Purchaser Indemnified Parties”Group") from and against any and all Losses obligations, losses, Liabilities, claims, costs, interest, awards, judgments, penalties and damages (including reasonable expenses of investigation and reasonable attorney's fees and expenses in connection with any action, suit or proceeding) (collectively, "Damages") incurred by, or suffered by or asserted against any member of the Parent Purchaser Indemnified Parties Group based upon or arising out of or in connection with or arising from related to (i) any breach by or inaccuracy of the Company Surviving Representations or the Shareholders Surviving Covenants of their respective covenants and agreements contained hereinthe Company, (ii) any breach the Company Expenses to the extent the actual amount thereof incurred by the Company or and the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of this clause (ii), if any such representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and (iii) notwithstanding any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets and business prior to the Effective Time. To the extent that any of the Shareholders undertakings set forth in this Section 8.2 may be unenforceable, each of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) Covered Companies exceeds the aggregate amount of such payment shall be disbursed Company Expenses set forth on the Company Expenses Certificate or (iii) any Liability with respect to Parent pursuant to the terms Swift Creek that is incurred or suffered by any member of the Escrow AgreementPurchaser Indemnified Group that would have been covered by the ReUse Insurance Policies but for the policy endorsement providing for a $1,000,000 (as opposed to a $250,000) deductible in respect of Swift Creek.

Indemnification by the Shareholders. From and after Subject to the Closing Dateother terms of this Section 7.3, the Shareholders shallwill, jointly and severally, defend, indemnify and hold harmless Parent, Parent and the Surviving Corporation and its Subsidiaries, each of their respective directors, officers, employees and agents (other than the Shareholders), and each of the heirs, executors, successors and assigns of any of the foregoing Entity (collectively, the “Parent Indemnified Parties”) ), from and against and in respect of any and all Losses losses, liabilities, obligations, claims, actions, damages, judgments, penalties, fines, settlements and expenses, including reasonable attorneys’ fees (collectively, “Losses”), incurred by, suffered by or asserted against any of the Parent Indemnified Parties in connection with arising out of, based upon or arising from related to (i) any inaccuracy or breach of any of the representations or warranties made by the Company or any of the Shareholders of their respective covenants and agreements contained hereinin this Agreement, (ii) any breach of or failure to comply with any covenant or agreement made by the Company or any of the Shareholders in this Agreement, (iii) the Working Capital Deficit, (iv) any claim by any of their respective representations and warranties contained herein the b-pack Services Shareholders (providedas hereinafter defined) relating to the Company, that for purposes any of the Subsidiaries, any of the Parent Indemnified Parties and/or any of the Contemplated Transactions, including the b-pack Services Share Sale (as hereinafter defined) (but in the case of this clause (iiiv), if such indemnification shall not include amounts paid in settlement of up to 160,000 Euro of, and court costs and attorneys’ fees incurred in connection with, any such representation action, suit or warranty is qualified by knowledgeproceeding related to the b-pack Services Share Sale), materiality, the word “knowledge”, “material” or by words of similar impact, such qualification (v) any Company Taxes for any Tax period (or exception will in all respects be ignored and deemed not included in such representation portion thereof) ending on or warranty) and (iii) notwithstanding any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets and business prior to the Effective Time. To the extent that Closing Date, excluding 50% of any Transfer Taxes incurred in connection with this Agreement or any of the Shareholders undertakings set forth in this Section 8.2 may be unenforceableContemplated Transactions. “Transfer Taxes” shall mean any transfer, each of the Shareholders shalldocumentary, jointly sales, use, stamp, registration and severally, contribute the maximum amount that it is permitted under applicable law to the payment other substantially similar Taxes and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) the aggregate amount of such payment shall be disbursed to Parent pursuant to the terms of the Escrow Agreementfees.

Indemnification by the Shareholders. From and after the Closing Date, the Shareholders shallThe Xxxxxx Shareholders, jointly and severally, for themselves, and the Xxxxxxx Shareholders, jointly and severally for themselves, agree to defend, indemnify and hold the Parent and Sub harmless Parent, the Surviving Corporation and its Subsidiaries, each of their respective directors, officers, employees and agents (other than the Shareholders), and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnified Parties”) from and against any and all Losses incurred byloss, damage, liability, cost, and expense, including without limitation reasonable attorney fees, suffered or incurred by the Parent or asserted against Sub, as and when incurred, by reason of, relating to, or arising out of their respective misrepresentation, breach of warranty, or breach or non-fulfillment of any agreement of the Parent Indemnified Parties Xxxxxx Shareholders or the Xxxxxxx Shareholders, as the case may be, contained in this Agreement or in any document executed and delivered in connection with this Agreement and the Xxxxxx Shareholders' operation of the Business prior to the Closing Date. In addition, the Xxxxxx Shareholders, jointly and severally for themselves, and the Xxxxxxx Shareholders, jointly and severally for themselves, agree to defend, indemnify and hold the Parent and Sub harmless from and against any and all loss, damage, liability, cost, and expense, including without limitation reasonable attorney fees, suffered or incurred by the Parent or Sub, as and when incurred, by reason of, relating to, or arising from out of (i) any breach by the Company or the Shareholders of their respective covenants Taxes with respect to any period, and agreements contained herein, (ii) any breach and all Taxes of the Target with respect to any period (or an portion thereof) up to and including the Closing Date except for those for which the Parent and the Surviving Corporation are responsible pursuant to Section 8(e)(i). Provided, however, the Shareholders shall have no obligation to defend, indemnify or hold the Parent or Sub harmless until the Parent and the Sub have suffered aggregate losses in excess of $120,000. The Shareholders shall have the right, but not the obligation, to assume the defense of the Parent or Sub with respect to any action covered by this Section 12(b). If the Company Shareholders elect not to assume the defense of the Parent or Sub as provided in Section 12(d), then the Parent or Sub shall have the right, upon a final and binding conclusion of the action, to make a claim against the Xxxxxx Shareholders or the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of this clause (ii), if any such representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and (iii) notwithstanding any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets and business prior to the Effective Time. To the extent that any of the Shareholders undertakings set forth in this Section 8.2 may be unenforceable, each of the Shareholders shallXxxxxxx Shareholders, jointly and severally, contribute as the maximum amount that it is permitted under applicable law to the payment case may be, for reimbursement of reasonable expenses and satisfaction of all indemnifiable liabilities attorney's fees incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, or Sub in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms defense of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) the aggregate amount of such payment shall be disbursed to Parent pursuant to the terms of the Escrow Agreementaction.

Indemnification by the Shareholders. From Subject to the limitations set forth herein, from and after the Closing DateClosing, the Shareholders shall, jointly will severally (and severallynot jointly) defend, indemnify and hold harmless ParentAcquirer, the Surviving Corporation and its Subsidiariescontrolled Affiliates, each of their respective directors, officers, employees Representatives and agents (other than the Shareholders), and each of the heirs, executors, successors and assigns of any each of the foregoing (collectively, the “Parent Acquirer Indemnified Parties”) ), from and against and in respect of any and all Losses losses, liabilities, damages, judgments, settlements and expenses, including reasonable attorneys’ fees (collectively, “Losses”), incurred by, suffered by or asserted against any of the Parent Acquirer Indemnified Parties in connection with arising out of, based upon or arising from related to (i) any inaccuracy or breach of any of the representations or warranties (either when made or as if made as of the Closing Date) made by the Company or the Shareholders of their respective covenants and agreements contained hereinin this Agreement, (ii) any breach of or failure to comply with any covenant or agreement made by the Shareholders in this Agreement, (iii) any Taxes incurred by either Company or the Shareholders with respect to taxable periods (or portions thereof) ending on or before the Closing Date, including, without limitation, any such Taxes directly or indirectly arising out of their respective representations and warranties contained herein (or relating to the consummation of the Stock Purchase or any of the other Contemplated Transactions; provided, however, that any Transfer Taxes shall be paid fifty percent (50%) by the Shareholders and fifty percent (50%) by Acquirer, or (iv) any claims made by any current or former employees, officers or directors of either of the Companies or its Subsidiaries related to matters arising prior to the Closing Date or with respect to Contemplated Transactions, provided, however, that the Shareholders shall be liable for purposes of this Taxes pursuant to the foregoing clause (ii), if any such representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and (iii) notwithstanding any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets and business prior only to the Effective Time. To the extent that any such Taxes (A) are not Excluded Taxes and (B) are in excess of the Shareholders undertakings set forth in this Section 8.2 may be unenforceable, amount specifically accrued for such Taxes on the books and records of each of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) the aggregate amount of such payment shall be disbursed to Parent pursuant to the terms of the Escrow AgreementCompany.

Indemnification by the Shareholders. (a) From and after the Closing DateEffective Time (but subject to Sections 7.1 and 7.4), the Shareholders shall, jointly and severally, indemnify and Horn shall hold harmless Parent, the Surviving Corporation and its Subsidiaries, each of their respective directors, officers, employees and agents (other than the Shareholders), and indemnify each of the heirsIndemnitees from and against, executorsand shall compensate and reimburse each of the Indemnitees for, successors and assigns of any Damages that are directly or indirectly suffered or incurred by any of the foregoing (collectively, the “Parent Indemnified Parties”) from and against any and all Losses incurred by, suffered by Indemnitees or asserted against to which any of the Parent Indemnified Parties in connection with Indemnitees may otherwise become subject (regardless of whether or arising not such Damages relate to any third-party claim) and that arise from or as a result of: (i) any inaccuracy in or breach by the Company of any representation or the Shareholders of their respective covenants and agreements contained herein, warranty set forth in Section 2; (ii) any breach by of any covenant or obligation of the Company or the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of this clause (ii), if any such representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and (iii) notwithstanding any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets and business this Agreement to be performed prior to the Effective Time; or (iii) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)" or "(ii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 7). To From and after the extent Effective Time (but subject to Sections 7.1 and 7.4), each Shareholder shall, severally and not jointly, hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Shareholders undertakings Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and that arise from or as a result of: (i) any inaccuracy in or breach of any representation or warranty set forth in Section 3; (ii) any breach of any covenant or obligation of the Shareholder set forth in this Section 8.2 may be unenforceable, each Agreement or the covenants contained in such Shareholder's Noncompetition Agreement; or (iii) any Legal Proceeding relating to any inaccuracy or breach of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law type referred to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of clause "(i) the SBR Ownership Percentage times )" or "(ii) )" of this sentence (including any Legal Proceeding commenced by any Indemnitee for the aggregate amount purpose of such payment shall be disbursed to Parent pursuant to the terms enforcing any of the Escrow Agreementits rights under this Section 7).

Indemnification by the Shareholders. From and after the Closing Date, the Shareholders shall, jointly and severally, indemnify and hold harmless Parent, the Surviving Corporation and its SubsidiariesSubject to Section 5.3(c), each of the Shareholders shall jointly and severally indemnify, defend and hold Metzxxx xxx the Surviving Corporation, and each of their respective directors, officers, employees and agents (other than collectively, the Shareholders)"ACQUIRING PARTIES") harmless, from and each against the entirety of the heirs, executors, successors and assigns of any Adverse Consequences any of the foregoing (collectivelyAcquiring Parties may suffer, sustain or become subject to, through and after the “Parent Indemnified Parties”) from and against date of the claim for indemnification, including any and all Losses incurred by, suffered by or asserted against Adverse Consequences any of the Parent Indemnified Acquiring Parties may suffer after the end of any applicable Survival Period, resulting from, arising out of, relating to, in connection with the nature of, or arising from caused by: (i) any breach or inaccuracy of any representation or warranty of the RMI Shareholders or the Company in this Agreement or in the schedules or certificates delivered by them in connection herewith (excluding the representations and warranties set forth in Section 3.1 made by the Shareholders (the "SHAREHOLDER INDIVIDUAL REPRESENTATIONS")); (ii) any nonfulfillment or breach of any covenant or agreement on the part of the Shareholders or the Company set forth in this Agreement; (iii) without limiting the generality of the foregoing, any claim by any Person asserting any ownership interest in or rights to acquire any capital stock of the Company, to the extent such ownership interest or rights are not set forth on Section 3.2(d) of the RMI Disclosure Schedule; or (iv) the costs and expense of defending any action, demand or claim by any third-party against or affecting any of the Acquiring Parties which, if true or successful, would give rise to a breach of any of the representations, warranties or covenants of the Company or the Shareholders of RMI Shareholders, even if such action, demand or claim ultimately proves to be untrue or unfounded. Subject to Section 5.3(c), each Shareholder shall, severally (in accordance with their respective covenants and agreements contained herein, (ii) any breach by the Company or the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of this clause (ii), if any such representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warrantyPro Rata Percentages) and (iii) notwithstanding not jointly, indemnify, defend and hold the Acquiring Parties harmless, from and against the entirety of any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets and business prior to the Effective Time. To the extent that Adverse Consequences any of the Shareholders undertakings set forth in this Section 8.2 Acquiring Parties may be unenforceablesuffer, each sustain or become subject to, through and after the date of the Shareholders shallclaim for indemnification, jointly and severallyincluding any Adverse Consequences any of the Acquiring Parties may suffer after the end of any applicable Survival Period, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition toresulting from, and without limitation arising out of, the foregoingrelating to, in the event nature of, or caused by any breach or inaccuracy of any payment to Parent of the Shareholder Individual Representations made by such Shareholder or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger covenants made by such Shareholder in this Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) the aggregate amount of such payment shall be disbursed to Parent pursuant to the terms of the Escrow Agreement.. All Adverse

Indemnification by the Shareholders. From and after Subject to the Closing Dateprovisions of this Article, the Shareholders shall, agree to jointly and severallyseverally indemnify, indemnify defend and hold harmless Parent, the Surviving Corporation Acies and its SubsidiariesAffiliates, each of their respective directorsparents, stockholders, subsidiaries, officers, employees and agents (other than the Shareholders)directors, and each of the heirsemployees, executorsagents, successors and assigns of any of the foregoing (collectivelysuch indemnified persons are collectively hereinafter referred to as “Acies Indemnified Persons”), the “Parent Indemnified Parties”) harmless from and against any and all Losses incurred byloss, suffered by liability, damage or asserted against deficiency (including interest, penalties, judgments, costs of preparation and investigation, and attorneys’ fees) (collectively, “Losses”) that any Acies Indemnified Person may suffer, sustain, incur or become subject to arising out of or due to: (a) the Parent Indemnified Parties in connection with non-fulfillment of any covenant, undertaking, agreement or arising from other obligation of Champion, the Shareholders or Series A Holder under this Agreement or any Schedule hereto; (ib) any breach action taken by the Company or the Shareholders of their respective covenants and agreements contained herein, (ii) any breach by the Company or the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of this clause (ii), if any such representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and (iii) notwithstanding any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets and business Champion prior to the Effective Time. To Closing Date, or the extent operations of Champion or Acies subsequent to Closing; which, however, does not include any action that was caused by or as a fault of an action which originally occurred prior to the Closing Date or could be partially attributed as a Loss to Acies under Section 9.2 of this Agreement (c) any misstatement, breach of or inaccuracy of any representation of Champion or any Shareholder in this Agreement; (d) the breach of any representation, warranty or covenant of Champion, Series A Holder or Shareholder in this Agreement; or (e) any liabilities of Champion which are not disclosed to Acies at or prior to Closing and which Acies is required to satisfy subsequent to Closing (including all fees and expenses associated therewith); provided however, that Champion and the Shareholders undertakings set forth in will not be liable under clause (d) of this Section 8.2 may be unenforceable, each of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) 9.1 unless the aggregate amount of such payment Losses exceeds $10,000 (the “Threshold”), in which event Champion or Shareholders shall be disbursed to Parent pursuant to liable for all Losses up to, including and exceeding the terms amount of the Escrow AgreementThreshold. “Losses” as used in this Article is not limited to matters asserted by third parties, but includes Losses incurred or sustained in the absence of third party claims. Payment is not a condition precedent to recovery of indemnification for Losses.

Indemnification by the Shareholders. From and after the Closing DateIn addition to any other remedies available to Buyer under this Agreement, or at law or in equity, each of the Shareholders shall, shall jointly and severallyseverally indemnify, indemnify defend and hold harmless Parentthe Company, the Surviving Corporation Buyer and its Subsidiaries, each of their affiliates and their respective officers, directors, officersemployees, employees agents and agents (other than the Shareholders), and each of the heirs, executors, successors and assigns of any of the foregoing stockholders (collectively, the “Parent "Buyer Indemnified Parties”) from "), against and against with respect to any and all Losses incurred byclaims, suffered by or asserted against any costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of action and deficiencies, including interest, penalties and reasonable fees and expenses of attorneys, consultants and experts (collectively, the Parent "Damages") in excess of $150,000 in the aggregate that the Buyer Indemnified Parties in connection with shall incur or arising suffer, which arise, result from or relate to (i) any breach by the Company or any of the Shareholders of (or the failure of any of the Shareholders to perform) their respective representations, warranties, covenants and or agreements contained hereinin this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Buyer by any of the Shareholders under this Agreement, (ii) the Company's ownership and/or operation of those properties distributed to the Shareholders prior to the date hereof referred to in Schedule 2.1.10 hereto, (iii) the promissory note represented by the "Notes Payable - SKROS" line item on the 7/31 Balance Sheet assumed by the Shareholders prior to the date hereof; provided, however, that (iv) the Shareholders' aggregate obligations to indemnify Buyer and the other parties identified above shall never exceed the aggregate sum of $15,000,000.00; (v) the Shareholders shall not be required to so indemnify, defend and hold harmless Buyer and its officers, directors, employees, agents and stockholders, against and with respect to any damages incurred as a result of a breach by the Company or either of the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of this clause (ii)Agreement, if or in any such representation schedule, certificate, exhibit or warranty is qualified other instrument furnished or delivered to Buyer by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and (iii) notwithstanding any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets and business prior to the Effective Time. To the extent that any of the Shareholders undertakings set forth under this Agreement for which Buyer fails to provide written notice of a claim for such damages to the Shareholders on or before the expiration of the survival period (as specified in Section 5.1 hereof) of the specific representation or warranty alleged to have been breached; (vi) to the extent the Buyer has actually recovered damages from a collateral source including, but not limited to, a third party or insurance coverage, for which Buyer is indemnified by the Shareholders pursuant to this Section 8.2 may be unenforceable4.1, each then Buyer agrees not to enforce its right to indemnification under this Section 4.1 (and the Buyer agrees that it will, to the extent it can legally do so, subrogate its right to collect any such damages from a collateral source to the Shareholders to the extent the Shareholders have paid such indemnification to the Buyer); and (vii) Buyer agrees it will not seek indemnification under this Section 4.1 for any environmental remedial work on any of the Shareholders shall, jointly and severally, contribute Company's properties unless the maximum amount that it Company (or Buyer) is permitted under applicable law required to the payment and satisfaction of all indemnifiable liabilities incurred perform such work by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent a third party or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) the aggregate amount of such payment shall be disbursed to Parent pursuant to the terms of the Escrow Agreementby a governmental entity or agency.

Indemnification by the Shareholders. From To the fullest extent permitted by law, each Shareholder hereby covenants and agrees with Buyer that the Shareholders shall indemnify Buyer severally and its successors and assigns (individually, a "Buyer Indemnified Party"), and hold them harmless from, against and in respect of any and all claims brought by Third Parties for costs, losses, claims, liabilities (including for Taxes), fines, penalties, damages and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements of counsel) (collectively, "Damages") incurred by any of them resulting from: (i) any misrepresentation, breach of warranty in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by the Seller made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith) and (ii) any Environmental Damages. Notwithstanding the foregoing, or anything to the contrary herein contained: (i) Sellers shall have no liability until the aggregate of all items for which indemnity is sought exceeds one million dollars ($1,000,000); (ii) in the event the aggregate for all items for which indemnity is sought exceeds one million dollars ( $1,000,000) the Shareholders shall be liable severally for all such items in excess of the first one million dollars ( 1,000,000); (iii) notwithstanding the foregoing, the maximum liability of each Shareholder by reason of any and all breaches of the warranties and representations contained in Articles 4 and 6 of this Agreement or for any Environmental Damages shall be limited to the portion of the Purchase Price paid to such Shareholder (before deduction of taxes); and ( iv) the indemnifications contained hereunder shall expire and be of no further force and effect unless written claim is made by the Buyer on or before the expiration of one (1) year from and after the Closing Date, the Shareholders shall, jointly and severally, indemnify and hold harmless Parent, the Surviving Corporation and its Subsidiaries, each of their respective directors, officers, employees and agents (other than the Shareholders), and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnified Parties”) from and against any and all Losses incurred by, suffered by or asserted against any of the Parent Indemnified Parties in connection with or arising from (i) any breach by the Company or the Shareholders of their respective covenants and agreements contained herein, (ii) any breach by the Company or the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of this clause (ii), if any such representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and (iii) notwithstanding any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets and business prior to the Effective Time. To the extent that any of the Shareholders undertakings set forth in this Section 8.2 may be unenforceable, each of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) the aggregate amount of such payment shall be disbursed to Parent pursuant to the terms of the Escrow Agreement.

Indemnification by the Shareholders. From and after the Closing Date, the The Shareholders shall, jointly and severally, indemnify and not jointly, shall indemnify, defend and hold harmless Parent, Acquisition Subsidiary, the Surviving Corporation Company and its Subsidiaries, each of their respective officers, directors, officersemployees, employees agents, subsidiaries and agents (other than the Shareholders), and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnified Parties”) affiliates harmless from and against any and all Losses liabilities, losses, damages, claims, fines, penalties, costs and expenses, including, without limitation, reasonable attorneys' and accounting fees (collectively, "Losses") incurred byby Parent, suffered by Acquisition Subsidiary, the Surviving Company or asserted against any of the Parent Indemnified Parties in connection with their respective officers, directors, employees, agents, subsidiaries or affiliates, arising out of or resulting from (i) any breach of any representation or warranty made by the Company or the Shareholders of their respective covenants contained in this Agreement, and agreements contained herein, (ii) the nonperformance or breach of any breach covenant, agreement or obligation to be performed by the Company or the Shareholders of their respective representations and warranties contained herein (under this Agreement; provided, however, that (x) no Shareholder shall be required to indemnify for purposes Losses in excess of the percentage of such Losses equal to the percentage of the total Parent Common Stock issued in the Merger that is received by such Shareholder in the Merger Exchange as reflected on Schedule 3.02(b), except for Losses arising out of or resulting from the breach of such Shareholder's Personal Representations, which shall not be so limited, and (y) no Shareholder shall be required to indemnify for any Losses arising out of or resulting from the breach of any other Shareholder's Personal Representations, and (z) Losses shall be reduced by any Tax Benefit (or net insurance proceeds after deducting any costs of collection) received by Parent or the Surviving Company in connection with the claims giving rise to indemnification hereunder. The obligations of the Shareholders pursuant to this clause (ii)Article VIII shall be several among the Shareholders as provided in Section 8.04. Notwithstanding the foregoing, if any claim for indemnification is asserted by Parent and/or the Surviving Company against the Shareholders, and the Parent and/or the Surviving Company is covered by an insurance policy for such representation Losses, Parent and/or the Surviving Company shall use their commercially reasonable efforts to seek indemnification under the applicable insurance policy or warranty is qualified by knowledgepolicies; provided, materialityhowever, Parent and/or the Surviving Company shall not be obligated to commence any legal proceedings against any insurance provider for indemnification hereunder. Parent and/or the Surviving Company shall give the Shareholder Representative notice of their intention to seek indemnification for such Losses from applicable insurance policies. In the event that Parent and/or the Surviving Company are unable to collect sufficient insurance proceeds to be fully indemnified for their respective Losses, Parent and/or the Surviving Company shall be entitled to receive indemnification pursuant to this Article VIII and shall, as promptly as practicable, assign to the Shareholder Representative, without recourse, their respective claims for the uncollected Losses against the insurance provider or providers. Notwithstanding anything contained herein to the contrary, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and (iii) notwithstanding any disclosure set forth in indemnification rights under this Article VIII are the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets and business prior to the Effective Time. To the extent sole remedies that any of the Shareholders undertakings set forth in this Section 8.2 may be unenforceable, each of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition tomay seek or assert against the Shareholders, and without limitation of, the foregoing, in the event of any payment as to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of Non-Key Shareholders (i"Shareholders Other Than Key Shareholders") the SBR Ownership Percentage times (ii) the aggregate amount of such payment indemnification rights shall be disbursed limited to Parent pursuant to the terms a breach of the Escrow Agreement.a warranty or representation under Article III.A.

Indemnification by the Shareholders. From and after Subject to the Closing Datelimits set forth in this Article IX, the Shareholders shall, jointly and each Shareholder severally, indemnify and solely to the extent of his allocable portion of the Escrowed Shares whatever their Market Price, shall indemnify, defend and hold harmless Parent, the Surviving Corporation GST Companies and its Subsidiaries, the Company and each of their respective directors, officers, employees directors and agents (other than the Shareholders), and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnified Parties”) officers from and against any and all Losses incurred byloss, suffered by liability, damage, costs and expenses (including interest, penalties and attorneys' fees) (collectively, "Losses") that the GST Companies, the Company or asserted against any of their affiliates may incur or become subject to arising out of or due to the Parent following (individually, an "Indemnifiable Claim" and collectively, "Indemnifiable Claims" when used in the context of the Company, the GST Companies or the Shareholders as the Indemnified Parties in connection with or arising from Party (as defined below): (i) the claims of any breach broker or finder engaged by the Shareholders or by the Company or prior to the Shareholders of their respective covenants and agreements contained hereinClosing Date, (ii) any inaccuracy of any representation or the breach by of any warranty of the Company or the Shareholders of their respective representations and warranties contained herein (provided, that for purposes in Article III of this clause (ii), if any such representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) Agreement and (iii) notwithstanding any disclosure breach or failure of observance of any covenant, agreement or commitment made by the Company in this Agreement and required to be performed or fulfilled at or prior to the Closing Date. Each Shareholder severally, and solely to the extent of his allocable portion of the Escrowed Shares whatever their Market Price, shall reimburse the GST Companies and each controlling person for any reasonable and documented legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding subject to the limitation set forth in the Schedules heretoSection 9.2. The provisions of Article IX, the ownershipincluding this Section 9.1, maintenance, operation or existence of the Company, its assets shall be acknowledged and business prior agreed to the Effective Time. To the extent that any of by the Shareholders undertakings set forth in this Section 8.2 may be unenforceable, each of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) the aggregate amount of such payment shall be disbursed to Parent pursuant to the terms of the Escrow Acknowledgment and Agreement.

Indemnification by the Shareholders. From The Shareholders hereby covenant and after the Closing Date, agree with Buyer that the Shareholders shall, jointly and severally, shall indemnify and hold harmless Parent, the Surviving Corporation Buyer and its Subsidiariesshareholders, each of their respective directors, officers, employees and agents (other than the Shareholders)Affiliates of Buyer, and each of the heirs, executors, their successors and assigns (individually, a "Buyer Indemnified Party"), and hold them harmless from, against and in respect of any and all costs, losses, claims, liabilities (including for Taxes), fines, penalties, damages (other than special, consequential or punitive damages) and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements of the foregoing counsel) (collectively, the “Parent Indemnified Parties”"Damages") from and against any and all Losses incurred by, suffered by or asserted against any of the Parent Indemnified Parties in connection with or arising from them resulting from: (i) any breach by claim, liability, obligation or expense arising out of or related to the Company operation of the Company's Business on or prior to the Shareholders of their respective covenants Closing Date that has not been disclosed in this Agreement, including, without limitation, the Schedules hereto, or in the Financial Statements and agreements contained herein, (ii) any breach of any representation or warranty in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by the Company or such Shareholder made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith); provided that the Shareholders indemnification obligations of their respective representations and warranties contained herein each Shareholder pursuant to this Article 10 shall be (providedA) several, that for purposes but not joint, solely with respect to the indemnification obligations pursuant to this Article 10 resulting from any breach of this clause (ii), if any such representation or warranty is qualified made by knowledgesuch Shareholder solely with respect to himself or his ownership of Shares, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and (iiiB) notwithstanding any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets joint and business prior several with respect to the Effective Time. To the extent that any all other indemnification obligations of the Shareholders undertakings set forth in pursuant to this Section 8.2 may Article 10, provided, however, that Jorge Peragallo shall be unenforceable, each responsible for no more than 22.63% of the Shareholders shallDxxxxxx xxxxxxxx by Buyer Indemnified Parties resulting from a claim, jointly and severallyliability, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, obligation or expense described in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of clause (i) above or any breach of any representation or warranty in this Agreement or the SBR Ownership Percentage times (ii) non-fulfillment in any material respect of any agreement, covenant or obligation by the aggregate amount Company or any Shareholder related to any matter other than those made by him solely with respect to himself or the ownership of such payment shall be disbursed to Parent pursuant to the terms of the Escrow Agreementhis Shares.

Indemnification by the Shareholders. From and after Subject to the Closing Datelimitations set forth in the remainder of this Section 12, the Shareholders each Shareholder shall, jointly and severally, indemnify the Buyer Indemnified Parties (as defined below) against and hold them harmless Parentfrom any and all losses, liabilities, damages or expense (including reasonable legal fees, but excluding any allocation of overhead, including any cost of employing their own employees) (“Losses”) suffered or incurred by Buyer, or any of its Affiliates (including the Surviving Corporation and its Subsidiaries, each of their respective directors), officers, directors, employees and or agents (other than the Shareholders), and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Buyer Indemnified Parties”) from and against any and all Losses incurred by, suffered by or asserted against any of to the Parent Indemnified Parties in connection with or extent arising from from: (i) any breach by of, or any inaccuracy or misrepresentation with respect to, any representation or warranty of the Company or the Shareholders of their respective covenants and agreements contained hereinin Section 5, (ii) any breach of any covenant or agreement of the Company to be performed prior to Closing, (iii) any breach of, or inaccuracy or misrepresentation with respect to, any representation or warranty, or any covenant or agreement, of such Shareholder contained in Section 6 or in such Shareholder’s Letter of Transmittal, (iv) any and all Taxes of the Company or any of its Subsidiaries with respect to any Tax period, or portion of a Straddle Period, ending on or before the Closing Date (either, a “Pre-Closing Period”), including (1) any and all Taxes relating to the income, business, activities, operations, property or assets of the Company and its Subsidiaries with respect to any Pre-Closing Period, (2) any such Taxes for which any of the Company and its Subsidiaries is or may be or become severally liable under Treas. Reg. §1.1502-6 or §1.1502-78(b)(2) (or any similar provision under any applicable Legal Requirements) or by reason of being a successor-in-interest or transferee of any Person, and (3) any and all Taxes resulting from the Related Transactions, (v) any Indebtedness, liabilities, obligations or commitments of Ntrepid or Anonymizer; and (vi) any consent solicitation materials or other information provided by or on behalf of the Company to its shareholders in connection with the Shareholders Notice or any actions taken or omitted to be taken by or on behalf of the Company or the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of this clause (ii), if any such representation or warranty is qualified by knowledge, materiality, in connection with obtaining the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and (iii) notwithstanding any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets and business prior to the Effective Time. To the extent that any of the Shareholders undertakings set forth in this Section 8.2 may be unenforceable, each of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) the aggregate amount of such payment shall be disbursed to Parent pursuant to the terms of the Escrow Agreement.Required Vote; provided that:

Indemnification by the Shareholders. From and after Subject to the consummation of the Closing Dateand the limitations set forth in this Section 8.1, the Shareholders shall, jointly severally and severallynot jointly, indemnify and hold harmless ParentWestower, the Surviving Corporation and its Subsidiaries, each of their respective officers, directors, officersagents, employees and agents affiliates against and in respect of any and all claims, suits, demands, liabilities, damages, losses, costs and expenses arising out of or otherwise in respect of: (a) any breach of any representation, warranty or covenant contained in this Agreement or in any certificate or other than instrument furnished on behalf of Teletronics or by the Shareholders), pursuant to this Agreement; provided, however, that any breach of the representations and warranties in Section 4.2 or Section 4.3 with respect to an individual Shareholder's shares shall be the several obligation of only the Shareholder breaching such Section, and each of the heirs(b) any and all actions, executorssuits, successors proceedings, audits, judgments, costs and assigns of legal and other expenses incident to any of the foregoing (collectivelyor to the enforcement of this Section 8.1; provided, however, that the “Parent Indemnified Parties”) from and against any and all Losses incurred by, suffered by or asserted against any of the Parent Indemnified Parties in connection with or arising from (i) Shareholders shall not be liable for indemnification under this Agreement for any breach by the Company or the Shareholders of their respective covenants and agreements contained herein, (ii) any breach by the Company or the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of this clause (ii), if any such a representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed that was not included in such representation or warranty) and (iii) notwithstanding any disclosure set forth in a claim (including a contingent claim that sets forth the Schedules heretofacts on which a claim may be made in the future to the extent then known) presented in writing to the Shareholders pursuant to Section 11.13 within one year after Closing. Notwithstanding anything to the contrary herein, the ownershipShareholders shall be liable, maintenance, operation responsible or existence obligated to indemnify Westower and Sub for claims for breach of the Company, its assets and business prior to the Effective Time. To the extent that any of the Shareholders undertakings set forth in a representation or warranty under this Section 8.2 may be unenforceable8.1, each of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) only if the aggregate amount of such payment claims exceeds $100,000. The total liability and responsibility of the Shareholders under this Section 8.1 shall be disbursed limited to Parent pursuant to the terms of the Escrow Agreement$1,000,000.

Indemnification by the Shareholders. From and after the Closing Date, the The Shareholders shall(other than Giancarlo Gagliardoni) agree, jointly and severally, to indemnify the Purchaser and every Affiliate of the Purchaser (and their respective officers, directors, shareholders, agents and representatives, which shall specifically include the Companies) (each a "Purchaser Indemnitee") against and hold them harmless Parentfrom any and all Damages that may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of (a) the Surviving Corporation and its Subsidiariesbreach, each of their respective directorsdefault, officers, employees and agents (other than the Shareholders), and each of the heirs, executors, successors and assigns inaccuracy or failure of any of the foregoing warranties, representations, covenants or agreements of the Shareholders contained in this Agreement or in any certificate required to be delivered pursuant hereto; (b) any Taxes, other than those 2002 Taxes reserved for on the Closing Balance Sheet and included in the calculation of Net Working Capital, that may be asserted against, imposed upon or paid by the Companies for any period up to and including the Closing Date ("Companies Taxes") and (c) any such Damages arising out of or relating to the matters described in Schedule 3.21(a) or the failure of the Shareholders to cause the Venusa USA to obtain the consent of the landlord under the El Paso Lease to the transactions contemplated by this Agreement (collectively, the “Parent Indemnified Parties”) from and against any and all Losses incurred by, suffered by or asserted against any "Special Indemnification Matters"). Purchaser shall seek reimbursement for such Damages out of the Parent Indemnified Parties in connection with or arising from (i) any breach by the Company or the Shareholders of their respective covenants and agreements contained hereinEscrow Funds, (ii) any breach by the Company or the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of this clause (ii), if any such representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and (iii) notwithstanding any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets and business prior to the Effective Time. To the extent that any of the Shareholders undertakings set forth in this Section 8.2 may be unenforceable, each of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) the aggregate amount of such payment shall be disbursed to Parent pursuant to the terms of the Escrow Agreement, until the Escrow funds are exhausted and only then directly from one or more of the Shareholders (other than Giancarlo Gagliardoni).