Common use of Indemnification Provisions for Benefit of the Buyer Clause in Contracts

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach any of their representations, warranties, agreements, and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below within the applicable survival period, then the Sellers agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach Seller breaches any of their its representations, warranties, agreements, warranties and covenants (it being understood that for purposes of any claim under this Section 8 for breach of any representation or warranty, any representation or warranty which is qualified by materiality, Material Adverse Effect or words of similar import shall be deemed not to include any such qualification) contained herein, herein (other than a breach by a Seller of his/her individual the covenants in Section 2(d) above and the representations and warranties, which are addressed warranties in Section (8)(b)(ii3(a) belowabove) and and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(h11(f) below within the applicable such survival period, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences to the extent in excess of Ten Thousand Dollars ($10,000.00) per event that are caused proximately by the breach and suffered by the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breachindemnification; provided, however, that the Sellers Seller shall not have any obligation to indemnify the Buyer from and against any such Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers the Seller contained in this Agreement Section 4 above (iA) until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a One Million Dollar ($15,000 threshold 1,000,000.00) aggregate deductible (at after which point the Sellers Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds a Six Million Dollars ($6,000,000.00) aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price ceiling (after which point Sellers shall the Seller will have no obligation to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and . (ii) above specifically shall not apply to In the liability event the Seller breaches any of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual its representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(f) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences caused proximately by the breach and suffered by the Buyer through and after the date of the claim for indemnification. (iii) Except for the rights of indemnification provided in this Section 8 and in Section 11(o), the Buyer hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Seller or its Affiliates regarding obligations and liabilities of any nature whatsoever that are attributable to the Assets, whether arising before or after the Closing Date. (c).

Indemnification Provisions for Benefit of the Buyer. (ia) In If the event Sigma6 Seller or any Shareholder breaches (or if any Person other than the SellersBuyer alleges facts that, as applicableif true, breach would mean the Seller or any Shareholder has breached) any of their the representations or warranties of the Seller or any Shareholder contained herein and the Buyer gives notice thereof to the Shareholders' Agent within the Survival Period, or if the Seller or any Shareholder breaches (or if any Person other than the Buyer alleges facts that, if true, would mean the Seller or any Shareholder has breached) any covenants of the Seller or any Shareholder contained herein or any representations, warranties, agreements, warranties or covenants of the Seller or any Shareholder contained in any Other Seller Agreement and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against gives notice thereof to the Sellers pursuant to Section 10(h) below within the applicable survival periodShareholders' Agent, then the Sellers Seller and the Shareholders agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, to or caused by any of the breach; provided, however, that foregoing regardless of whether the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in are suffered during or after the nature of, or caused by the Survival Period. In determining whether there has been a breach of any representation or warranty or covenant of Sellers contained in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches Section 3.1 and in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess determining for purposes of the Purchase Price preceding sentence the amount of Adverse Consequences suffered by the Buyer, such representations and warranties shall not be qualified (after which point Sellers shall have no obligation other than by (A) the reference to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations "knowledge" set forth (a) in (ithe last sentence of Section 3.1(o) and (iiB) above specifically shall not apply the references to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained "material" set forth in Section 4(g3.1(t), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))."material," "

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the SellersThe Seller shall indemnify, as applicable, breach any of their representations, warranties, agreements, defend and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that hold harmless the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below within the applicable survival period, then the Sellers agree to jointly and severally indemnify the Buyer its Affiliates from and against the entirety of any and all Adverse Consequences the Buyer or any such Affiliate may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or such Affiliate may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by (a) any breach of a representation or warranty of the breachSeller contained in this Agreement or in any other Transaction Agreement (other than the representations in Sections 3(l) and 3(m) hereof for which the Seller shall not have any indemnification obligation), (b) any breach of a covenant of the Seller contained in this Agreement or in any other Transaction Agreement or (c) any Liability of the Seller with respect to the Division or of the Division Subsidiaries of which Seller had Knowledge and which was not disclosed to the Buyer prior to the Closing (regardless of whether the Liability is an Assumed Liability); provided, however, that (x) the Sellers Seller shall not have any obligation to indemnify the Buyer and/or its Affiliates from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant type referred to in clauses (a), (b) and (c) above (other than breaches of Sellers in this Agreement (iSection 6(e)) until the Buyer has and/or its Affiliates have suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such 1 million aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price deductible (after which point Sellers shall have no obligation the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (ay) in (i) no event shall the total obligation of the Seller to indemnify the Buyer and (ii) above specifically shall not apply to its Affiliates from and against Adverse Consequences exceed $15 million in the liability of Sellers aggregate with respect to Adverse Consequences resulting from from, arising out of, relating to, or attributable caused by breaches (or alleged breaches) of the type referred to intentional fraud or any willful misconduct by the Sellers and in clauses (a), (b) in and (ic) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than breaches of Section 6(e)) which occur within 365 days after the breach closing date and (z) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates from and against Adverse Consequences during the period beginning 366 days after the closing Date and ending 548 days after the Closing Date, resulting from, arising out of, relating to, or caused by a Seller breaches (or alleged breaches) of his/her individual representations the type referred to in clauses (a), (b) and warranties in (c) above (other than breaches of Section 3(a6(e)) exceed the result of $12 million minus any amount actually paid pursuant to clause (y).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or event: (x) the Sellers, as applicable, breach Seller breaches any of their its representations, warranties, agreements, and or covenants contained herein, herein (other than a breach by a Seller of his/her individual the covenants in Sections 2 and 6 and any other covenants to be performed after the Closing, and the representations and warranties, which are addressed warranties in Section 3(a)); (8)(b)(iiy) belowthere is an applicable survival period pursuant to Section 8(a); and (z) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes make a written claim for indemnification against the Sellers Seller pursuant to Section 10(h11(f) below within the applicable such survival period, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences by reason of all Adverse Events to the Buyer may suffer through and after extent they are the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out result of, relating to, in the nature of, arise out of or are caused proximately by the breachbreach and suffered by such Buyer Indemnitees; provided, howeverthat, that except in the Sellers case of fraud, the Seller shall not have any obligation to indemnify the any Buyer Indemnitees from and against any such Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach reason of any representation or warranty or covenant of Sellers in this Agreement all Adverse Events (iA) until the Buyer has Indemnitees, in the aggregate, have suffered aggregate losses Adverse Consequences by reason of all such breaches Adverse Events in excess of a $15,000 threshold the Deductible Amount (at after which point the Sellers Seller will be obligated only to indemnify the Buyer Indemnitees from and against all further such aggregate indemnifiable losses relating back Adverse Consequences) or thereafter (B) to the first dollar) or (ii) extent the Adverse Consequences the Buyer Indemnitees, in excess the aggregate, have suffered by reason of the Purchase Price all Adverse Events exceeds an aggregate ceiling amount equal to $10,000,000.00 (after which point Sellers shall the Seller will have no obligation to indemnify the Buyer Indemnitees from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or event: (x) the Sellers, as applicable, breach Seller breaches any of their representationsits representations or warranties (without giving effect to any supplement to the Schedules, warrantiesany qualification as to materiality, agreementsMaterial Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value, except with respect to (A) the Non-Operated Cotenancies, (B) the representations and covenants warranties in Section 4(c)(ii) and (C) the representations and warranties in Section 4(d)(iii) with respect to latent defects, for which in each such case qualifications as to Knowledge shall be given effect) contained herein, herein (other than a breach by a Seller of his/her individual representations and warranties, which are addressed representation or warranty contained in Section 4(c)(iii) or 4(f)); (8)(b)(iiy) belowthere is an applicable survival period pursuant to Section 8(a); and (z) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(h11(g) below within the applicable such survival period, then the Sellers agree Seller agrees to jointly release and severally indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences by reason of all Adverse Events suffered by the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breachIndemnitees; provided, however, that the Sellers Seller shall not have any obligation to indemnify the Buyer Indemnitees from and against any such Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach reason of any representation or warranty or covenant of Sellers in this Agreement all Adverse Events (iA) until the Buyer has Indemnitees, in the aggregate, have suffered aggregate losses Adverse Consequences by reason of all such breaches Adverse Events in excess of a $15,000 threshold an aggregate deductible amount equal to 1% of the Combined Value (at after which point the Sellers will Seller shall be obligated only to indemnify the Buyer Indemnitees from and against all further such aggregate indemnifiable losses relating back Adverse Consequences) or thereafter (B) to the first dollar) or (ii) extent the Adverse Consequences the Buyer Indemnitees, in excess the aggregate, have suffered by reason of all Adverse Events exceeds an aggregate ceiling amount equal to 50% of the Purchase Price Combined Value (after which point Sellers the Seller shall have no obligation to indemnify the Buyer Indemnitees from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers deductible amount with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h4(c)(i) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, shall be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))$750,000.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or that the Sellers, as applicable, Solo Parties breach any of their representations, warranties, agreements, and covenants contained hereinin this Agreement and if there is an applicable survival period pursuant to Section 8(a) above, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Solo Parties pursuant to Section 10(h10(g) below within the applicable such survival period, then the Sellers Solo Parties, jointly and severally, agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers Solo Parties shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty (determined without regard to any materiality or covenant Material Adverse Effect qualifiers) of Sellers the Solo Parties listed in this Agreement Sections 8(a)(ii) and 8(a)(iii) above (iwhether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold 4,000,000 (at the “Basket”) (after which point the Sellers Solo Parties will be obligated only to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) Adverse Consequences in excess of the Purchase Price Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point Sellers shall the Solo Parties will have no obligation to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (aunder this Section 8(c)(i) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 4(g), Section 4(h8(a)(i) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, shall not be limited subject to the portion of Basket or the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))Cap.

Indemnification Provisions for Benefit of the Buyer. (i) In the --------------------------------------------------- event Sigma6 or the Sellers, as applicable, breach Seller breaches any of their its representations, warranties, agreements, and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification within two months of becoming aware of such claim (containing, to the extent reasonably practicable at the time of notification, a detailed description of the facts on the basis of which the claim is based and a good faith estimate of the claim (provided, however, that no delay in providing such information shall relieve the Seller from any obligation hereunder unless (and then solely to the extent) the Seller thereby is prejudiced)) against the Sellers Seller at an address determined pursuant to Section 10(h) (S)8.03 below within the applicable such survival period, then the Sellers agree to jointly and severally Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, -------- however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (i) until Buyer's right to indemnification with respect to breaches of the Buyer has suffered aggregate losses by reason ------- Seller's representations and warranties, other than the Surviving Representations, shall be limited to the amount of all such breaches U.S. $1,000,000 in excess of a $15,000 threshold the aggregate, and (at which point ii) the Sellers will Seller shall not be obligated to indemnify the Buyer from and against the breach of any particular representation or warranty unless the Adverse Consequences of such breach (when aggregated with the Adverse Consequences of all related breaches) exceeds U.S. $10,000 (it being agreed that Seller will then be obligated to indemnify against all such aggregate indemnifiable losses relating back Adverse Consequences, not just the excess over U.S. $10,000 and without giving effect to the first dollarinclusion in any such representation or warranty of a materiality qualification). Under no circumstances can the Seller reject or restrict or claim under this section on the ground that a loss, damage or expense was (or will be) suffered by the Company, rather than by the Buyer. The Parties agree and understand that this Agreement does not provide Buyer with the right to indemnification for breaches of representations, warranties and covenants not contained herein. Without limiting the preceding sentence, the Parties agree that the Seller is not indemnifying the Buyer against (i) changes to any applicable laws, rules or regulations, or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply damages done to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct Company and/or the Business by the Sellers Buyer and/or its shareholders and (b) in (i) above specifically shall not apply other affiliates subsequent to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))Closing.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or any of the Sellers, as applicable, breach Seller breaches any of their representations, warranties, agreements, and covenants contained herein, herein (other than a breach by a Seller of his/her individual the covenants in §2(a) above and the representations and warrantieswarranties in §3(a) above), which are addressed in Section (8)(b)(iiand, if there is an applicable survival period pursuant to §8(a) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against any of the Sellers Seller pursuant to Section §10(h) below within the applicable such survival period, then each of the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety his or its Allocable Portion of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including but excluding any Adverse Consequences the Buyer may shall suffer after the end of the any applicable survival period resulting from, arising out of, relating to, in the nature of, or period) caused by the breach; provided, however, that the Sellers Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers the Seller contained in this Agreement §4 above. (iA) until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold 25,000 aggregate deductible (at after which point the Sellers Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds the aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess value of the Purchase Price warrants set forth in Section 2(b) ceiling (after which point Sellers shall the Seller will have no obligation to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically . Such indemnification shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct be realized solely by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches forfeiture of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))warrants.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers(A) The Seller shall indemnify, as applicable, breach any of their representations, warranties, agreements, defend and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that hold harmless the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below within the applicable survival period, then the Sellers agree to jointly and severally indemnify the Buyer its Affiliates from and against the entirety of any and all Adverse Consequences the Buyer or any such Affiliate may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or such Affiliate may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by (a) any breach of a representation or warranty of the breachSeller contained in this Agreement or in any other Transaction Agreement (other than the representations in Sections 3(l) and 3(m) hereof for which the Seller shall not have any indemnification obligation), (b) any breach of a covenant of the Seller contained in this Agreement or in any other Transaction Agreement (other than breaches of Section 6(k)), (c) any Liability of the Seller with respect to the Division or of the Division Subsidiaries of which Seller had Knowledge and which was not disclosed to the Buyer prior to the Closing (regardless of whether the Liability is an Assumed Liability), or (d) the occurrence or the continuation of any Seller Financial Statement Default; provided, however, that (x) the Sellers Seller shall not have any obligation to indemnify the Buyer and/or its Affiliates under this Section 8(b)(i)(A) from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any breach (or alleged breach) or Liability of the breach of any representation or warranty or covenant of Sellers type referred to in this Agreement clauses (ia), (b) and (c) above until the Buyer has and/or its Affiliates have suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) or Liabilities in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such 1 million aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price deductible (after which point Sellers shall have no obligation the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, it being acknowledged that the limitations Seller’s obligation under this Section 8(b)(i)(A) with respect to any matters of the type referred to in clause (d) above shall not be subject to the limitation set forth in this clause (ax), (y) in (ino event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates under this Section 8(b)(i)(A) from and (ii) above specifically shall not apply to against Adverse Consequences exceed $15 million in the liability of Sellers aggregate with respect to Adverse Consequences resulting from, arising out of, relating to, or caused by breaches (or alleged breaches), Liabilities or matters of the type referred to in clauses (a), (b), (c) and (d) above (other than breaches of Section 6(e)) that occur prior to the first anniversary of the Closing Date, and (z) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates under this Section 8(b)(i)(A) from and against Adverse Consequences exceed the Second Cap Amount with respect to Adverse Consequences resulting from, arising out of, relating to, or attributable caused by (1) breaches (or alleged breaches) or Liabilities of the type referred to intentional fraud or any willful misconduct by the Sellers and in clauses (a), (b) in and (ic) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than breaches of Section 6(e)) that occur after the breach by a Seller first anniversary of his/her individual representations the Closing Date and warranties no later than 18 months after the Closing Date and/or (2) matters of the type referred to in Section 3(a))clause (d) above that occur after the first anniversary of the Closing Date and no later than the third anniversary of the Closing Date.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 of: (x) any inaccuracy, violation or the Sellers, as applicable, breach in any of their representations, warranties, agreements, representation or warranty contained in Article 4 and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed referred to in Section 8(a)(ii) or (8)(b)(ii) belowiii) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that (y) the Buyer makes Indemnitees make a written claim for indemnification against the Sellers Seller pursuant to Section 10(h11(g) below within the applicable survival periodperiod pursuant to Section 8(a), then from and after Closing, the Sellers agree Seller agrees to jointly indemnify and severally indemnify hold harmless the Buyer Indemnitees from and against the entirety of any Adverse Consequences suffered by the Buyer may suffer through and after Indemnitees to the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting fromextent arising from such inaccuracy, arising out of, relating to, in the nature of, violation or caused by the breach; provided, however, provided that the Sellers Seller shall not have any obligation to indemnify the Buyer Indemnitees from and against any such individual inaccuracy, violation or breach until the Buyer Indemnitees have suffered Adverse Consequences resulting fromin excess of $100,000 (the “Claim Threshold”), arising out ofat which time the Buyer Indemnitees shall be entitled to receive the entire amount of such Adverse Consequences in respect of such indemnification claim (including the portion not in excess of the Claim Threshold) (such indemnification claim, relating toa “Qualifying Buyer Indemnity Claim”), subject to the remaining provisions of this Article 8; provided, further, that the Seller shall not have any obligation to indemnify the Buyer Indemnitees from any Qualifying Buyer Indemnity Claim until the Buyer Indemnitees, in the nature ofaggregate, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (i) until the Buyer has have suffered aggregate losses Adverse Consequences by reason of the sum of all such breaches Qualifying Buyer Indemnity Claims in excess of a an aggregate deductible amount equal to $15,000 threshold 450,000 (the “Deductible”), at which point the Sellers will Seller shall be obligated to indemnify the Buyer Indemnitees from and against all such aggregate indemnifiable losses relating back Adverse Consequences in respect of all Qualifying Buyer Indemnity Claims exceeding the Deductible, subject to the first dollar) or (ii) in excess other provisions of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))this Article 8.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach any of their the Sellers breaches any of his, her, or its representations, warranties, agreementsand covenants contained herein (ignoring for purposes of determining whether or not any such breach has occurred, or the amount of Adverse Consequences associated therewith, any materiality qualifiers in such representations, warranties, and covenants contained hereinor any language in such representations, (other than warranties, and covenants providing that a breach by will only occur if it could reasonably be expected to have a Seller of his/her individual representations and warrantiesMaterial Adverse Effect or any similar language), which are addressed in Section (8)(b)(iiand, if there is an applicable survival period pursuant to §8(a) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below within the applicable survival periodperiod stated in §8(a), then the Sellers agree to jointly and severally agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer suffers through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the such breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of the Sellers except to the extent the Adverse Consequences resulting from, arising out of, relating to, in the nature of, or covenant caused by such breach of a representation or warranty exceed a deductible of $10,000 (at which point the Sellers will be obligated to indemnify only for amounts in this Agreement (iexcess of the $10,000) and then not until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches of all representations and warranties in excess of a $15,000 300,000 aggregate threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further Adverse Consequences beyond such Adverse Consequences$300,000 threshold); provided, provided further, however, that the limitations set forth Sellers’ and Seller’s Affiliates’ maximum aggregate liability to Buyer, collectively, under this Agreement and ancillary documents, agreements, assignments and certificates (aincluding, without limitation, the Purchased Real Estate Agreements and the documents related to the Purchased Intellectual Property) in for breaches of any representations, warranties, covenants, or agreements shall not exceed $1,500,000 (ithe “Liability Cap”) and (ii) above specifically under any circumstance; provided further that, notwithstanding the foregoing, the Liability Cap shall not apply to breaches of covenants and agreements set forth in §§6 or 9 or as contemplated in the liability of parenthetical contained in §8(d)(ii)(A) and amounts paid by Sellers with respect to Adverse Consequences resulting from breaches of §§6 or attributable to intentional fraud or 9 and the first $800,000 of any willful misconduct purchase price adjustment payable by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any §2(f) shall not be counted in determining whether the Liability Cap has been met (e.g. a purchase price adjustment payment pursuant to §2(f) of $800,000 will not result in only $700,000 being available with respect to breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion this Agreement as a result of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)Liability Cap).

Indemnification Provisions for Benefit of the Buyer. (i) In Except for the representations and warranties in Section 3(a), Section 4(b) and Section 4(k) above, in the event Sigma6 or the Sellers, as applicable, Sellers breach any of their representations, warranties, agreements, representations and warranties (in each case as such representations and warranties would read if all qualifications as to materiality and Knowledge were deleted therefrom) and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warrantiesand, which are addressed in if there is an applicable survival period pursuant to Section (8)(b)(ii7(a) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 10(h) below within the applicable such survival period, then each of the Sellers agree agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (indemnification, including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period, resulting from, arising out of, relating to, in the nature of, or caused by the such breach; provided, however, that the -------- ------- Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the such breach of any representation or representation, warranty or covenant of the Sellers contained in this Agreement (iSection 4(a), Sections 4(c)-4(j) and Sections 4(l)-(aa) above until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches or alleged breaches in excess of a $15,000 threshold (25,000, at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses Adverse Consequences relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation , up to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply an aggregate liability equal to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by Escrow Shares (the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g"Indemnity Maximum"), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, Sellers breach any of their Joint and Several representations, warranties, agreements, and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below within the applicable survival period, then each of the Sellers agree to jointly and severally indemnify the Buyer from and against his Allocable Portion of the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period period, but specifically not consequential damages unless as a result of fraud or willful misconduct) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of the Sellers contained in this Agreement Section 4 above (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 60,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses including losses relating back to the first dollar) or and (ii) in excess of the Purchase Price lesser of (a) the actual amount of the Earned Payout Amounts and (b) $8,000,000 (but in no event less than $3,000,000) (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers Sellers, and (b) the limitation set forth in (iii) above shall specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 any of the Sellers breaches (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean any of the Sellers has breached) any of their representations, warranties, agreements, and covenants contained herein, herein (other than a breach by a Seller of his/her individual the covenants in Section 2(a) above and the representations and warranties, which are addressed warranties in Section (8)(b)(ii3(a) belowabove), and, if there is an applicable survival period pursuant to Section 8(a) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 10(h) below within the applicable such survival period, then each of the Sellers agree agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); providedPROVIDED, howeverHOWEVER, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant of the Sellers contained in this Agreement (iSection 4(a)-(j) and Section 4(l)-(y) above until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $15,000 25,000 aggregate threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses Adverse Consequences relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach Seller breaches any of their its representations, warranties, agreements, and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) herein and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(h) below within the applicable survival periodperiod specified in 8(a) above, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that (A) the Sellers Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers the Seller contained in this Agreement (i) 4 above until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such 50,000 aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price deductible (after which point Sellers shall have no obligation the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (iiB) above specifically shall not apply there will be a $500,000 aggregate ceiling on the obligation of the Seller to indemnify the liability of Sellers with respect to Buyer from and against Adverse Consequences resulting from from, arising out of, relating to, in the nature of, or attributable to intentional fraud or any willful misconduct caused by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))Seller.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 the Seller breaches (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean the Seller has breached) any of their his representations, warranties, agreements, and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warrantiesand, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(h11(h) below within the applicable survival periodbelow, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach; ), provided, however, that the Sellers Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant of Sellers the Seller contained in this Agreement (iSection 4(a)-(bb) above until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $15,000 25,000 aggregate threshold (at which point the Sellers Seller will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses Adverse Consequences relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, provided further, however, that in the limitations set forth determination of whether the Adverse Consequences exceed the $25,000 aggregate threshold just described (aand only for the purpose of such determination), the first $10,000 (in the aggregate) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from solely from, arising solely out of, and relating only to, or attributable to intentional fraud or any willful misconduct caused solely by the Sellers and breach (bor alleged breach) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches representation or warranty of the representations and warranties Seller contained either in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties and/or in Section 3(a))4(k) above shall be excluded.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 event: (x) of any inaccuracy, violation or breach of any of the Sellers’ representations or warranties (without giving effect to any supplement to the Schedules or any qualification as to materiality, Seller Material Adverse Effect or Seller Adverse Effect or concepts of similar import, or any qualification or limitation as applicable, breach any of their representations, warranties, agreements, and covenants to monetary value) contained herein, herein (other than an inaccuracy in the Closing Statement or a breach by a Seller representation or warranty contained in Sections 4(b) (Authorization of his/her individual representations and warrantiesTransaction), which are addressed in Section 4(d) (8)(b)(iiBrokers), 4(f) below(Capitalization), 4(j) (Tax) and provided that the particular representation, warranty, agreement, or covenant survives the Closing 4(t) (Employees)) (y) there is an applicable survival period pursuant to Section 8(a); and that (z) the Buyer makes Indemnitees make a written claim for indemnification against the any Sellers pursuant to Section 10(h11(k) below within the applicable such survival period, then from and after Closing the Sellers agree agree, to jointly release, indemnify and severally indemnify hold harmless the Buyer Indemnitees from and against the entirety of any Adverse Consequences suffered by the Buyer may suffer through and after Indemnitees to the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting fromextent relating to or arising from such inaccuracy, arising out of, relating to, in the nature of, violation or caused by the breach; provided, however, provided that the Sellers shall not have any obligation to indemnify the Buyer Indemnitees from any such inaccuracies, violations and against any Adverse Consequences resulting from, arising out of, relating tobreaches until the Buyer Indemnitees, in the nature ofaggregate, or caused by the breach have suffered Adverse Consequences (except for Adverse Consequences as a result of any representation or warranty or covenant inaccuracies, violations and breaches of Sellers Sellers’ representations and warranties in this Agreement (iSection 4(e)(iii) until to the Buyer has suffered aggregate losses extent relating to any Vessel) by reason of the sum of all such inaccuracies, violations and breaches in excess of a an aggregate deductible amount equal to $15,000 threshold (1,000,000, at which point the Sellers will shall be obligated to indemnify the Buyer Indemnitees from and against all such aggregate indemnifiable losses relating back to Adverse Consequences exceeding $1,000,000; provided further that the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall not have no any obligation to indemnify the Buyer Indemnitees from any inaccuracies, violations and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual Sellers’ representations and warranties in Section 3(a4(e)(iii) to the extent relating to any Vessel until the Buyer Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of the sum of all such inaccuracies, violations and breaches in excess of an aggregate deductible amount equal to $1,000,000 with respect to such Vessel (such amount to be calculated on the basis of the Adverse Consequences suffered by the Buyer Indemnitees as a result of Sellers’ inaccuracy, violation or breach of Sellers’ representations and warranties with regard to such Vessel)), at which point the Sellers shall be obligated to indemnify the Buyer Indemnitees from and against all Adverse Consequences exceeding $1,000,000 with respect to such Vessel.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 the Shareholders breach (or in the Sellersevent that any third party alleges facts that, as applicableif true, breach would mean that the Shareholders have breached) any of their representations, warrantieswarranties (or any of such representations or warranties is untrue or inaccurate), agreementscovenants and agreements contained herein or in any certificate, and covenants contained hereindocument, (other than a breach by a Seller of his/her individual representations and warrantiesinstrument or agreement delivered pursuant to this Agreement, which are addressed in Section (8)(b)(ii) below) and and, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes Indemnified Buyers (as hereafter defined) make a written claim for indemnification against the Sellers Shareholders pursuant to Section 10(h14(g) below within the applicable survival periodclaim period provided in Section 10(a) above, then the Sellers Shareholders agree to jointly and severally indemnify the Buyer and each of its officers, directors, employees, representatives and shareholders (the "Indemnified Buyers") from and against the entirety of any Adverse Consequences the Buyer Indemnified Buyers may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Indemnified Buyers may suffer after the end of the any applicable survival period claim period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) during any applicable claim period; provided, however, that the Sellers Shareholders shall not have any obligation to indemnify the Indemnified Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant of Sellers the Shareholders contained in this Agreement Section 5 above (iother than those in Section 5(a)-5(c), Section 5(j), Section 5(x) and Section 5(z)): (A) until the Indemnified Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $15,000 threshold 250,000 aggregate deductible (at after which point the Sellers Shareholders will be obligated only to indemnify the Indemnified Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) Adverse Consequences in excess of that amount) or thereafter (B) to the Purchase Price extent that the Adverse Consequences the Indemnified Buyer has suffered by reason of all such breaches exceeds a $23,250,000 aggregate ceiling (after which point Sellers shall the Shareholders will have no obligation to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach Seller breaches any of their its representations, warranties, agreements, and covenants contained hereinherein and, (other than a breach by a Seller of his/her individual representations and warrantiesif there is an applicable survival period pursuant to ss. 10(a) above, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(hss. 12(h) below within the applicable such survival period, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers the Seller contained in this Agreement ss. 5 above (iother than ss. 5(e), (t), and (u)): (A) until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold 100,000 aggregate deductible (at after which point the Sellers Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds a one (1) million dollars aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price ceiling (after which point Sellers shall the Seller will have no obligation to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, provided further that the limitations set forth (a) in (i) and (ii) above specifically Seller shall not apply have any obligation to indemnify the liability of Sellers with respect to Buyer from and against any Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability breach of Sellers with respect to any breaches representation or warranty of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).Seller:

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or any of the Sellers, as applicable, breach Sellers breaches any of their representations, warranties, agreements, and covenants contained herein, herein (other than a breach by a Seller of his/her individual the covenants in ss.2(a) above and the representations and warrantieswarranties in ss.3(a) above), which are addressed in Section (8)(b)(iiand, if there is an applicable survival period pursuant to ss.8(a) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 10(hss.11(h) below within the applicable such survival period, then each of the Sellers agree agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that (A) the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of the Sellers contained in this Agreement (i) ss.4 above until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold 340,000 (at after which point the Sellers will be obligated to indemnify the Buyer from and against all such Adverse Consequences whether greater or less than such amount) and (B) there will be a $7,500,000 aggregate indemnifiable losses relating back to ceiling on the first dollar) or (ii) in excess obligation of the Purchase Price (after which point Sellers shall have no obligation to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from from, arising out of, relating to, in the nature of, or attributable to intentional fraud or any willful misconduct caused by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties of the Sellers contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))ss.4 above.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 any of the Sellers breaches (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean any of the Sellers has breached) any of their representations, warranties, agreements, and covenants contained herein, herein (other than a breach by a Seller of his/her individual the covenants in Section 2(a) above and the representations and warranties, which are addressed warranties in Section (8)(b)(ii3(a) belowabove), and, if there is an applicable survival period pursuant to Section 8(a) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 10(h11(h) below within the applicable such survival period, then each of the Sellers agree to jointly and severally shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant of the Sellers contained in this Agreement (iSection 4(a)-(j) and 4(l)-(cc) above until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $15,000 295,940 aggregate threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses Adverse Consequences relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach Seller breaches any of their its representations, warranties, agreements, and covenants contained herein, herein (other than a breach by a Seller of his/her individual the covenants in Section2(a) above and the representations and warrantieswarranties in Section3(a) above), which are addressed in Section (8)(b)(iiand, if there is an applicable survival period pursuant to Section8(a) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(hSection10(h) below within the applicable such survival period, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that (A) the Sellers Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers the Seller contained in this Agreement (i) Section4 above until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold 200,000 (at in words: US Dollars Two Hundred Thousand) aggregate deductible (the "Deductible," after which point the Sellers Seller will be obligated only to indemnify the Buyer from and against all further such Adverse Consequences and (B) there will be a $2,000,000 (in words: US Dollars Two Million) aggregate indemnifiable losses relating back to ceiling on the first dollar) or (ii) in excess obligation of the Purchase Price (after which point Sellers shall have no obligation Seller to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from from, arising out of, relating to, in the nature of, or attributable to intentional fraud or any willful misconduct caused by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties of the Seller contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))Section4 above.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or any of the Sellers, as applicable, breach Sellers breaches any of their representations, warranties, agreements, and covenants contained herein, herein (other than a breach by a Seller of his/her individual the covenants in Section 2(a) hereof and the representations and warranties, which are addressed warranties in Section (8)(b)(ii3(a) below) and hereof), provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h12(h) below hereof within the applicable survival periodperiod under Section 8(a) hereof, then the Sellers agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (indemnification, including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period, in each case resulting from, arising out of, relating to, in the nature of, or caused by the breach; , provided, however, that notwithstanding anything herein to the contrary the Sellers shall not have any obligation to indemnify the Buyer pursuant to this Section 8(b) from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any 45 representation or warranty or covenant of the Sellers contained in this Agreement Section 4 hereof (iA) until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold 25,000 aggregate deductible (at after which point the Sellers will be obligated only to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); ) (provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically no such deductible shall not apply to the liability of Sellers with respect to breaches of the representation set forth in the first sentence of Section 4(ee) hereof) or (B) to the extent the Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct the Buyer has suffered by the Sellers and (b) in (i) above specifically shall not apply to the liability reason of Sellers with respect to any breaches of the representations and warranties contained in Section 4(gSections 4 (a)-(j), Section 4(hSections 4(l)-(x), and Sections 4(z)-(gg) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than such breaches which constitute fraud) exceeds the breach by a Seller of his/her individual representations Indemnity Ceiling (after which point the Sellers will have no obligation hereunder to indemnify the Buyer from and warranties in Section 3(a)against any other Adverse Consequences).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 the Seller breaches (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean the Seller has breached) any of their his representations, warranties, agreements, warranties and covenants contained herein, herein (other than a breach by a Seller of his/her individual the covenants in ss.2(a) above and the representations and warrantieswarranties in ss.3(a), which are addressed in Section (8)(b)(ii) belowss.4(a), ss.4(c), ss.4(j) and ss.4(v) above), and, if there is an applicable survival period pursuant to ss.8(a) above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(hss.8(d) below within the applicable such survival period, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that the Sellers Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant of Sellers the Seller contained in this Agreement (iss.4(a)-(i), ss.4(k)-(u) and ss.4(w)-(x) above until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a Thirty-Five Thousand Dollars ($15,000 35,000) aggregate threshold (at which point the Sellers Seller will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) Adverse Consequences that are in excess of the Purchase Price said $35,000) not to exceed a maximum dollar amount of One Million Five Hundred Fifty Thousand Dollars (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)$1,550,000).

Indemnification Provisions for Benefit of the Buyer. Except as limited in (i) In below, if the event Sigma6 Seller breaches (or if any third party alleges facts that, if true, would mean the Sellers, as applicable, breach Seller has breached) any of their its representations, warranties, agreements, and covenants contained hereinin this Agreement, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(h10(g) below within the applicable survival periodperiod specifying in reasonable detail the breach of the misrepresentation, warranty or covenant that has occurred and the Adverse Consequences that have and will occur as a result thereof, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer, its Affiliates, and each of its and its Affiliates’ employees, officers, directors and agents (each a “Buyer Indemnified Party”) from and against the entirety of any Adverse Consequences the any Buyer Indemnified Party may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the any Buyer Indemnified Party may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences period) resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation (or warranty or covenant of Sellers in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 threshold (at which point alleged breach). In addition, notwithstanding the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) limitation in (i) of this Section 8 below, the Seller will indemnify, defend and hold harmless any Buyer Indemnified Party, from and against any and all Adverse Consequences that such Buyer Indemnified Party may suffer from or arising out of (i) any intentional misconduct or gross negligence on the part of the Seller in performing any activity contemplated by this Agreement; (ii) above specifically shall any Liability of the Seller that is not apply to an Assumed Liability (including any Liability of the liability Seller that becomes a Liability of Sellers with respect to Adverse Consequences resulting from any Buyer Indemnified Party under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or attributable to intentional fraud successor Liability, or any willful misconduct otherwise by the Sellers operation of law); and (biii) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches Liability of the representations and warranties contained in Section 4(g)Seller for the unpaid Taxes of any Person (including Seller) under any provision of state, Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoinglocal, the liability of each Seller shallor foreign law, in all eventsas a transferee or successor, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))contract, or otherwise.

Indemnification Provisions for Benefit of the Buyer. (a) (i) In If the event Sigma6 Seller or any Shareholder breaches (or if any Person other than the SellersBuyer alleges facts that, as applicableif true, breach would mean the Seller or any Shareholder has breached) any of their the representations or warranties of the Seller or any Shareholder contained herein and the Buyer gives notice thereof to the Shareholders' Agent within the Survival Period, or if the Seller or any Shareholder breaches (or if any Person other than the Buyer alleges facts that, if true, would mean the Seller or any Shareholder has breached) any covenants of the Seller or any Shareholder contained herein or any representations, warranties, agreements, warranties or covenants of the Seller or any Shareholder contained in any Other Seller Agreement and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against gives notice thereof to the Sellers pursuant to Section 10(h) below within the applicable survival periodShareholders' Agent, then the Sellers Seller and the Shareholders agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, to or caused by any of the breach; provided, however, that foregoing regardless of whether the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in are suffered during or after the nature of, or caused by the Survival Period. In determining whether there has been a breach of any representation or warranty or covenant contained in Section 3.1 and in determining the amount of Sellers in this Agreement (i) until Adverse Consequences suffered by the Buyer has suffered aggregate losses by reason for purposes of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (iSection 7.1(a)(i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the ), such representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, shall not be limited to the portion of the Purchase Price actually received by such Seller qualified (other than by (A) the breach by a Seller reference to knowledge set forth in the second sentence of his/her individual representations Section 3.1(d) as it relates to Exhibit 3.1(d)(i) and warranties (B) the references to "material" set forth in Section 3(a3.1(u)).) by "material," "

Indemnification Provisions for Benefit of the Buyer. (ia) In If the event Sigma6 Seller, the Shareholder, the Partnership or the SellersPartner breaches (or if any Person other than the Buyer alleges facts that, as applicableif true, breach would mean the Seller, the Shareholder, the Partnership or the Partner has breached) any of their the representations or warranties of the Seller, the Shareholder, the Partnership or the Partner contained herein and the Buyer gives notice thereof to the Agent within the Survival Period, or if the Seller, the Shareholder, the Partnership or the Partner breaches (or if any Person other than the Buyer alleges facts that, if true, would mean the Seller, the Shareholder, the Partnership or the Partner has breached) any covenants of the Seller, the Shareholder, the Partnership or the Partner contained herein or any representations, warrantieswarranties or covenants of the Seller, agreementsthe Shareholder, the Partnership or the Partner contained in any Other Seller Agreement and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against gives notice thereof to the Sellers pursuant to Section 10(h) below within the applicable survival periodAgent, then the Sellers Seller, the Shareholder and the Partner agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, to or caused by any of the breachforegoing regardless of whether the Adverse Consequences are suffered during or after the Survival Period; provided, however, that the Sellers Partner shall not have any obligation be required to indemnify and hold harmless the Buyer from and against any only such Adverse Consequences resulting as result from, arising arise out of, relating to, in the nature of, relate to or are caused by breaches of the representations, warranties or covenants of the Partner. In determining whether there has been a breach of any representation or warranty or covenant of Sellers contained in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches Section 3.1 and in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess determining for purposes of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that preceding sentence the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability amount of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct suffered by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the Buyer, such representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, shall not be limited to the portion of the Purchase Price actually received by such Seller qualified (other than by the breach by a Seller of his/her individual representations and warranties references to "material" set forth in Section 3(a3.1(u)).) by "material," "

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach ---------------------------------------------------- Seller breaches any of their its representations, warranties, agreements, and or the covenants contained hereinin this Agreement or in any deed or other conveyance executed pursuant to this Agreement, (other than a breach by a Seller of his/her individual representations and warrantiesand, which are addressed in Section (8)(b)(iiif there is an applicable survival period pursuant to Section8(a) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Valcor pursuant to Section 10(hSection10(g) below within the applicable such survival period, then the Sellers agree Valcor agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including but excluding any Adverse Consequences the Buyer may shall suffer after the end of the any applicable survival period resulting from, arising out of, relating to, in the nature of, or period) caused proximately by the breach; provided, however, that the Sellers Valcor shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers the Seller contained in Section3(e)-(g) of this Agreement (i) until Agreement. Valcor's indemnification obligations to the Buyer has suffered pursuant to this Subsection together with Valcor's indemnification obligations under the Stock Purchase Agreement shall not exceed $2,000,000 million in the aggregate, determined, as of any relevant date, based upon aggregate losses claims actually paid as of such date by reason Valcor to Buyer or Newco. Buyer agrees that it will not seek indemnification for any claim under this Subsection unless the aggregate of all such breaches claims under this Subsection together with all claims under the Stock Purchase Agreement, determined as of the date any claim is made, will result in loss to Buyer and/or Newco in excess of a $15,000 threshold (at which point 100,000 in the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); providedaggregate, further, provided however, that once such threshold is exceeded, Valcor shall indemnify Buyer and/or Newco, as applicable, for all such claims from the limitations set forth (a) in (i) first dollar of claims up to and (ii) above specifically shall not apply subject to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))$2,000,000 limitation specified above.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 FPD, FPD Parent or FP France breaches (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean such Person has breached) any of their its representations, warranties, agreements, and covenants contained hereinin this Agreement, (other than a breach by a Seller of his/her individual representations and warrantiesand, which are addressed in Section (8)(b)(iiif there is an applicable survival period pursuant to SECTION 9(f) below) and , provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers FPD pursuant to Section 10(hSECTION 10(g) below within the applicable such survival period, then the Sellers FPD and FPD Parent, joint and severally, agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse 40 Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); providedPROVIDED, howeverHOWEVER, that the Sellers FPD and FPD Parent shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant of Sellers FPD contained in this Agreement SECTION 3(g) through (i3)(j), SECTIONS 3(l) through 3(w) and SECTIONS (y) through (3)(bb) above until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $15,000 200,000 aggregate threshold (at which point the Sellers FPD and FPD Parent will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses Adverse Consequences relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (ia) In the event Sigma6 either Seller breaches (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean either Seller has breached) any of their representations, warranties, agreements, and covenants contained herein, herein (other than a breach by a Seller of his/her individual the covenants in SECTION 2.1 and the representations and warrantieswarranties in SECTION 4.1 and, which are addressed in Section (8)(b)(ii) below) and if there is an applicable survival period pursuant to SECTION 7.1, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers either Seller pursuant to Section 10(h) below SECTION 9.7 within the applicable such survival period), then the Sellers agree each Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); providedPROVIDED, howeverHOWEVER, that the disclosures contained in Section 5.1 of the Disclosure Schedule under the heading "Stock Records" shall not act a limitation of the representations and warranties contained in SECTION 5.1 (i.e., the indemnification provisions of this SECTION 7 shall continue to exist notwithstanding such disclosures); and PROVIDED, FURTHER, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant of Sellers in this Agreement (i) contained herein until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $15,000 25,000 aggregate threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses Adverse Consequences relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 any of the Sellers breaches (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean any of the Sellers has breached) any of their representations, warranties, agreements, and covenants contained herein, herein (other than a breach by a Seller except for any of his or its covenants in Section 2(a) above or any of his/her individual -or its representations and warranties, which are addressed warranties in Section (8)(b)(ii3(a) belowabove), and, if there is an applicable survival period pursuant to Section 8(a) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h11(h) below within the applicable such survival period, then the Sellers agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant of Sellers in this Agreement (i) until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a One Million Dollar ($15,000 1,000,000) aggregate threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses Adverse Consequences relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); providedand, provided further, however., that the limitations set forth any single Adverse Consequence which is less than Twenty-Five Thousand Dollars (a$25,000) in (i) and (ii) above specifically per occurrence shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and be counted toward such One Million Dollar (b$ 1,000,000) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).aggregate threshold;

Indemnification Provisions for Benefit of the Buyer. (i) In From and after the Closing, in the event Sigma6 any Seller breaches (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean any Seller has breached) (determined without regard to any limitation or qualification by materiality, Material Adverse Effect, Material Adverse Change or a stated dollar amount threshold) any of their its representations, warranties, agreements, and warranties or covenants contained herein, herein (other than a breach by a Seller of his/her individual representations those contained in Sections 2, 3(a), 4(a), 4(b), 4(c) and warranties, 4(d) for which are addressed indemnification may be made in Section (8)(b)(ii9(b)(ii) belowbelow and Sections 6(c), 6(g) and 6(h)) and, if there is an applicable survival period pursuant to Section 9(a) above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below any Seller within the such survival period (if there is an applicable survival period), then the Sellers agree to each Seller shall jointly and severally indemnify the Buyer, the Target and all of their respective officers, directors, shareholders, Affiliates, employees and agents ("Buyer Indemnitees") from and against the entirety of any Adverse Consequences any of the Buyer Indemnitees may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer suffered after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by such misrepresentation or breach (or the alleged breach); provided, however, that the Sellers a Seller shall not have any obligation to indemnify the Buyer Indemnitees from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any misrepresentation or breached warranty of the breach of any representation or warranty or covenant of Sellers Seller contained in this Agreement Section 4 (iother than Sections 4(a), (b), (c) and (d)) until the Buyer has Indemnitees have suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold (100,000.00 aggregate threshold, at which point the Sellers each Seller will be obligated to jointly and severally indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) Adverse Consequences in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof$100,000. Notwithstanding the foregoing, the aggregate cumulative liability of each Seller shallthe Sellers (A) with respect to all claims under this Section 9(b)(i) other than as follows shall be $650,000, and (B) for all claims under this Section 9(b)(i) that result from, arise out of, relate to, in all eventsthe nature of, or are caused by the breach or alleged breach of Sections 4(j), 4(u) or 4(v) shall be limited to the $497,700 plus such portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties $650,000 referred to in Section 3(a9(b)(i)(A) that is not used to otherwise satisfy claims under this Section 9(b)(i). The foregoing thresholds and aggregate cumulative liability limitations do not apply to indemnification claims that can be made under Section 9(b)(ii).. This Section 9(b)(i) shall not apply to claims under Sections 6(c), 6(g) and 6(h) as to which Buyer shall have all rights and remedies at equity or at law

Indemnification Provisions for Benefit of the Buyer. (ia) In Subject to the terms, conditions and limitations provided herein, in the event Sigma6 or the Sellers, as applicable, breach Seller breaches any of their the representations, warranties, agreements, and warranties or covenants contained herein, (other than a breach by a Seller of his/her individual representations and warrantiesand, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(h) 8.1 below within the applicable survival periodperiod set forth in Section 6.1, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer, the Corporation (post-Closing) and their respective successors, assigns, directors, officers and agents (the “Buyer Parties”) from and against the entirety of any Adverse Consequences Losses incurred by the Buyer may suffer through and after the date Parties as a result of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the such breach; provided, however, that (a) except with respect to the Sellers breach of any of the Fundamental Representations and Warranties or, except to the extent such claim involves fraud committed by the Seller or the Corporation, the Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in such Losses until the nature of, or caused aggregate amount of indemnifiable Losses suffered by the breach of any representation or warranty or covenant of Sellers in this Agreement (i) until the Buyer has suffered aggregate losses Parties by reason of all such breaches in excess of a exceeds $15,000 threshold 345,000 (at the “Deductible”) (after which point the Sellers Seller will only be obligated to indemnify the Buyer Parties from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) Losses in excess of the Purchase Price Deductible); (b) except with respect to the breach of any of the Fundamental Representations and Warranties, or, except to the extent such claim involves fraud committed by the Seller or the Corporation, the Seller’s aggregate liability for indemnification under this Agreement shall not exceed $4,600,000 (the “Cap”) (after which point Sellers shall the Seller will have no obligation to indemnify Buyer from and against further such Adverse ConsequencesLosses); provided, further, however, that (c) the limitations set forth (a) in (i) and (ii) above specifically Seller shall not apply have no liability to indemnify Buyer Parties for any Losses to the liability extent reflected or reserved for in the calculation of Sellers with respect to Adverse Consequences resulting from Net Working Capital or attributable to intentional fraud or any willful misconduct by on the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))Financial Statements.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event Sigma6 that Seller breaches (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean Seller has breached) any of their its representations, warranties, agreements, and covenants contained hereinin this Agreement and, (other than a breach by a Seller if in the case of his/her individual representations and warranties, which are addressed in warranties there is an applicable survival period pursuant to Section (8)(b)(ii) below) and 9.1 provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against Seller on or prior to the Sellers pursuant to Section 10(h) below within expiration of the applicable survival period, then Seller agrees, subject to the Sellers agree limitations contained in Section 9.8, to jointly and severally indemnify the Buyer from and against the entirety of any of: all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, Obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses (collectively, "Adverse Consequences the Consequences") which Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences period) resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation (or warranty or covenant of Sellers in this Agreement (ithe alleged breach) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 threshold 500,000 aggregate deductible (at "Seller Deductible"), after which point the Sellers Seller will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against all further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct above the Seller Deductible. The Seller Deductible shall be reduced (but not below zero) by the Sellers and (b) in (i) above specifically shall not apply to amount that Company Equity on the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other Closing Balance Sheet is less than the breach by a Seller of his/her individual representations and warranties in Section 3(a))Pro forma Equity.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach Seller breaches any of their its representations, warranties, agreements, agreements and covenants contained herein, herein (other than a breach by a Seller of his/her individual representations and warrantiesthose contained in SECTION 3(A) above), which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, agreement or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(hSECTION 10(G) below within the applicable survival period, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period period; PROVIDED THAT the Buyer asserted its claim for indemnification prior to the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, of or caused by the breach; providedPROVIDED, howeverHOWEVER, that the Sellers Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, of or caused by the breach of any representation or warranty or covenant of Sellers the Seller contained in this Agreement SECTION 4 above (iA) until the Buyer has suffered aggregate losses by reason of all such any breaches aggregate losses in excess of a $15,000 250,000 threshold (at which point the Sellers Seller will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back in excess of $25,000) and (B) if the Seller has already paid any claims for indemnification pursuant to the first dollar) or (iithis Section 8(b)(i) in excess of $5,000,000 (or the Purchase Price Price, as adjusted, in the case of Sections 4(b), (h), and (u)) individually or in the aggregate (after which point Sellers the Seller shall have no obligation to indemnify the Buyer from and against further such Adverse Consequences); provided. Notwithstanding anything herein to the contrary, further, however, it is understood and agreed that the limitations set forth (adisclosures relating to environmental matters on Schedule 4(r) in (i) are included herein for informational purposes only and (ii) above specifically shall not apply be deemed to qualify or otherwise alter, affect or limit the representations and warranties made by the Seller in Section 4(r) hereof (and any purported breach of the representation and warranty contained in Section 4(r) shall be tested without regard to such disclosures relating to environmental matters on Schedule 4(r) for purposes of Section 8(b)). Notwithstanding anything herein to the liability of Sellers with respect contrary, it is understood and agreed that Seller will not be liable to Adverse Consequences resulting from or attributable to intentional fraud or Buyer for any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches breach of the representations and warranties contained in Section 4(g), Section 4(hSections 4(w) and Section 4(n4(x) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited above to the portion extent that an appropriate adjustment to Xxxxxx'x accounts receivables or inventory entries to the Net Working Capital of Mercer at Closing has been made. (ii) In the Purchase Price actually received by such event any Seller (other than the breach by a Seller breaches any of his/her individual its representations and warranties contained in Section 3(a)).SECTION 3(A) herein and provided that the Buyer makes a written claim for indemnification against such Seller pursuant to SECTION 10(G) below within the applicable survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period; PROVIDED THAT the Buyer asserted its claim for indemnification prior to the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of or caused by the breach; PROVIDED, HOWEVER, that the Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to or caused by the breach

Indemnification Provisions for Benefit of the Buyer. 9.2.1. If either of the Seller or Global breaches (ior if any third party alleges facts that, if true, would mean the Seller or Global has breached) In the event Sigma6 or the Sellers, as applicable, breach any of their its representations, warranties, agreements, and or covenants contained herein, (other than a breach by a Seller of his/her individual representations herein and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below Seller or Global within the applicable survival period, then the Sellers agree Seller agrees to jointly defend, indemnify and severally indemnify hold each of the Buyer Buyer, its Affiliates and their directors, officers and employees ("BUYER'S INDEMNIFIED GROUP") harmless from and against the entirety of any Adverse Consequences that any of the Buyer Buyer's Indemnified Group may suffer through and after the date of the claim for indemnification (including any Adverse Consequences that any of the Buyer Buyer's Indemnified Group may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that the Sellers Seller shall not have any no obligation to defend, indemnify the Buyer and hold harmless any of Buyer's Indemnified Group from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Seller contained in (S)4 or covenant of Sellers in this Agreement (i) S)5 above until the Buyer Buyer's Indemnified Group has suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $15,000 1,750,000 aggregate threshold (at which point the Sellers Seller will be obligated to indemnify the Buyer Buyer's Indemnified Group from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) Adverse Consequences for each dollar in excess of the Purchase Price (after which point Sellers $1,750,000 aggregate threshold); provided further, that the Seller shall have no obligation to defend, indemnify Buyer and hold harmless any of Buyer's Indemnified Group from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to any Adverse Consequences resulting from the breach of any representation or attributable warranty of the Seller contained in (S)3, (S)4 or (S)5 above to intentional fraud or the extent such Adverse Consequences are consequential damages except that this limitation shall in no way apply to (a) any willful misconduct out-of-pocket costs incurred by the Sellers Buyer's Indemnified Group and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained made in Section 4(gSections 3.1.1, 3.1.2, 3.1.3(A), Section 4(h) 3.1.4, 3.1.5, 3.4.1, 3.4.2, 3.4.3(A), 3.4.4, 4.2, 4.4 and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))4.6.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach Seller breaches any of their its representations, warranties, agreements, and covenants contained hereinin this Agreement, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section section 10(h) below within the applicable survival period, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers Seller shall not have be obligated to indemnify the Buyer for any obligation single claim of less than $5,000, unless the Buyer has accumulated a group of claims, each of which is less than $5,000, which aggregates at least $25,000; provided, further, no claim for breach of section 3(o) (receivables) shall be made until the Adverse Consequences exceeds the Questionable Receivables Discount, and no claim for breach of section 3(s) (product warranty) shall be made until the Adverse Consequences exceeds $30,000.00. The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the breach Seller which is not an Assumed Liability or any Liability of the Buyer arising by operation of law (including under any bulk transfer law of any representation jurisdiction or warranty under any common law doctrine of de facto merger or covenant of Sellers in this Agreement (isuccessor liability) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall is not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))an Assumed Liability.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach Seller breaches any of their its representations, warranties, agreements, and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warrantiesand, which are addressed in Section (8)(b)(iiif there is an applicable survival period pursuant to ss.8(a) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(hss.10(g) below within the applicable such survival period, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including but EXCLUDING any Adverse Consequences the Buyer may shall suffer after the end of the any applicable survival period resulting from, arising out of, relating to, in the nature of, or period) caused by the breach; providedPROVIDED, howeverHOWEVER, that the Sellers Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers the Seller contained in this Agreement ss.4 above: (iA) until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold 50,000.00 aggregate deductible (at after which point the Sellers Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds a $3,000,000.00 aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price ceiling (after which point Sellers shall the Seller will have no obligation to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach Seller breaches any of their representationsits representations and warranties contained in [section]3(a) and [section]4 of this Agreement, warranties, agreements, and any covenants contained herein, (other than a breach by a Seller of his/her individual in this Agreement or any representations and warrantieswarranties contained in any stock transfer or other conveyance executed pursuant to this Agreement, which are addressed in Section (8)(b)(iiand, if there is an applicable survival period pursuant to [section]8(a) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(h[section]11(g) below within the applicable such survival period, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including but excluding any Adverse Consequences the Buyer may shall suffer after the end of the any applicable survival period resulting from, arising out of, relating to, in the nature of, or period) caused proximately by the breach; provided, however, that the Sellers Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers the Seller contained in [section]4 of this Agreement other than those contained in [section]4(j), (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (im) and (ii) above specifically shall not apply n). Seller's indemnification obligation to the liability of Sellers Buyer pursuant to this Subsection and [section]10 (other than with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties of Seller contained in Section 4(g), Section 4(h[section][section]3(a) and Section 4(n4(b)) hereoftogether with Valcor's indemnification obligations under the USRP Agreement shall not exceed $4,000,000 in the aggregate, determined, as of any relevant date, based upon claims actually paid as of such date by Valcor to Buyer or USRP. Notwithstanding Buyer agrees that it will not seek indemnification for any claim under this Subsection unless the foregoingaggregate of all claims under this Subsection together with all claims under the USRP Agreement , determined as of the liability date any claim is made, will result in loss to Buyer and/or USRP in excess of each Seller shall$250,000 in the aggregate, in all events, be limited and then only to the portion extent of such excess, up to and subject to the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))$4,000,000 limitation specified above.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 any of the Sellers breaches (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean any of the Sellers has breached) any of their representations, warranties, agreements, and covenants or agreements contained herein, (other than a breach by a Seller of his/her individual representations and warrantiesand, which are addressed in if there is an applicable survival period pursuant to Section (8)(b)(ii7(a) below) and hereof, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 10(h) below hereof within the applicable such survival period, then each of the Sellers agree agrees to jointly and severally indemnify the Buyer and its affiliates and each of their respective officers, directors, shareholders and each of the foregoing persons' and entities' successors, transferees and assigns (each, a "Buyer Indemnitee") from and against the entirety of any all Adverse Consequences the Buyer or any other Buyer Indemnitee may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) ; provided, however, that the Sellers shall not have any no obligation to indemnify the Buyer or any other Buyer Indemnitee from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Sellers (other than any representations and warranties contained in Section 2.2(k), 2.2(q) or covenant of Sellers in this Agreement (i) 10(l)), until the Buyer has Indemnitees have suffered aggregate losses Adverse Consequences (including in respect of Environmental Costs) by reason of all such breaches breaches) (or alleged breaches) in excess of a $15,000 threshold (50,000, at which point the Sellers will be obligated to indemnify the Buyer Indemnitees for Adverse Consequences in excess of such amount, subject to the next succeeding proviso; and provided further, however, that (A) the Founders collectively shall have no obligation to indemnify the Buyer Indemnitees from and against all such aggregate indemnifiable losses relating back to the first dollar) or Adverse Consequences (iiincluding in respect of Environmental Costs) in excess of $5,000,000, each Founder shall have no obligation to indemnify the Purchase Price Buyer Indemnitees from and against Adverse Consequences (after which point including in respect of Environmental Costs) in excess of $2,500,000 and each Founder shall, subject to his maximum individual liability of $2,500,000, be jointly and severally liable for a breach by the other Founder of its indemnification obligations hereunder, and (B) the other Sellers shall have no obligation to indemnify the Buyer Indemnitees from and against further Adverse Consequences (including in respect of Environmental Costs) in excess of the amounts set forth, respectively, opposite each of such other Sellers' names on Schedule I hereto (the "Section 7(b) Amounts"), and the indemnification obligations of such other Sellers shall be several and not joint. The term "Adverse Consequences" means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs (including Environmental Costs); provided, furtheramounts paid in settlement, howeverLiabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses. It is understood that the limitations set forth (a) in (i) and (ii) above specifically Buyer shall not apply be deemed to the liability of Sellers with respect to have suffered Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct a breach by the Sellers and (b) in (i) above specifically shall not apply to the liability Founders of Sellers with respect to any breaches of the their representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).in

Indemnification Provisions for Benefit of the Buyer. (iI) In the event Sigma6 or the Sellers, as applicable, Sellers breach any of their representations, warranties, agreements, and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below within the applicable survival period, then the Sellers agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach); provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of the Sellers contained in this Agreement SECTION 4 above (i) --------- until and only to the extent that the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 50,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect or to any breaches of the representations and warranties contained in Section 4(g), Section 4(hSECTION 4(G) and Section 4(nSECTION 4(H) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).------------ ------------

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 a Seller or the Sellers, as applicable, breach Parent breaches any of their its representations, warranties, agreements, and warranties or covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below such Seller within the applicable survival periodperiod set forth above, then the Sellers agree such Seller or Parent, as applicable, agrees to jointly and severally indemnify the Buyer from and against the entirety its Allocable Portion of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including but excluding any Adverse Consequences the Buyer may shall suffer after the end of the any applicable survival period resulting from, arising out of, relating to, in the nature of, or period) caused proximately by the breach; provided, however, that the Sellers such Seller or Parent shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers such Seller or Parent contained in this Agreement Section 3 above or Section 9 below: (iA) until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold 100,000 aggregate deductible (at after which point the Sellers Seller or Parent in breach will be obligated only to indemnify the Buyer from and against further such Adverse Consequences up to the ceiling next specified) or thereafter (B) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds a $3,000,000 aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price ceiling (after which point the Sellers shall or Parent will have no obligation to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, that . In satisfying any indemnification claims of the Buyer within the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by above, the Sellers and (b) Parent, in (i) above specifically the aggregate, shall not apply be required to pay in excess of $250,000 in cash to satisfy any claim, with the excess, if any, of any indemnification claims (up to the liability maximum aggregate ceiling of Sellers with respect $3,000,000) being satisfied by Sellers' return to any breaches the Buyer of such number of the representations Shares (not to exceed 666,000 Shares) that, when multiplied by the average of the closing bid and warranties contained ask price of the Buyer's Common Stock on the date on which the claim is made in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited writing to the portion of the Purchase Price actually received by applicable Seller, would satisfy such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))claim for indemnification.

Indemnification Provisions for Benefit of the Buyer. (ia) In If the event Sigma6 Seller or a Shareholder breaches (or if any Person other than the Buyer alleges facts that, if true, would mean the Seller or a Shareholder has breached) any of the representations or warranties contained herein and the Buyer gives notice thereof to the Seller or any Shareholder within the Survival Period, or if the Seller or a Shareholder breaches (or if any Person other than the Buyer alleges facts that, if true, would mean the Seller or a Shareholder has breached) any covenant contained herein or in the Other Seller Agreements or the Sellers, as applicable, breach any of their representations, warranties, agreements, Other Shareholder Agreements and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against gives notice thereof to the Sellers pursuant to Section 10(h) below within the applicable survival periodSeller or any Shareholder, then the Sellers Seller and the Shareholders agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, to or caused by any of the breach foregoing regardless of any representation whether the Adverse Consequences are suffered during or warranty or covenant of Sellers in this Agreement (i) until after the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 threshold (at which point Survival Period. In addition, the Sellers will be obligated Seller and the Shareholders agree jointly and severally to indemnify the Buyer from and against all any Adverse Consequences the Buyer may suffer which result from, arise out of, relate to or are caused by the consummation of the transactions contemplated by this Agreement whether or not such aggregate indemnifiable losses relating back matter was known to the first dollarBuyer or was disclosed on any Exhibit hereto or is a matter with respect to which the Seller or any or all of the Shareholders did or did not have knowledge, including, without limitation, (i) any act or omission of the Seller or any Shareholder with respect to, or any event or circumstance related to, the Seller's or any predecessor's ownership or operation of the Acquired Assets or the Excluded Assets or the conduct of its business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, (ii) any Liability not included in excess the Assumed Liabilities, (iii) the use, presence, generation, handling, remediation, removal, transportation, release or disposal of Hazardous Materials on, to or from any of the Purchase Price Premises or other real property or facilities owned or occupied by the Seller or any predecessor prior to the Closing Date, (after which point Sellers shall have no obligation iv) the failure of the Seller or any predecessor or of any Shareholder to indemnify Buyer from and against further such Adverse Consequences); providedcomply with any Environmental Obligation or other Legal Requirement or Order or the violation by any of them of any Right, further, however, (v) any claim that the limitations set forth (a) in (i) transactions contemplated by this Agreement violate the Worker Adjustment and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud Retraining Notification Act, as amended, or any willful misconduct by the Sellers similar state or local Legal Requirement or any fraudulent conveyance laws of any jurisdiction, and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g)Liability resulting therefrom, Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).or

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 the Seller breaches (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean the Seller has breached) any of their its representations, warranties, agreements, and covenants contained hereinin this Agreement, (other than a breach by a Seller of his/her individual representations and warrantiesand, which are addressed in if there is an applicable survival period pursuant to Section (8)(b)(ii8(f) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 10(h) below Seller Principal Stockholders within the applicable such survival period, then each of the Sellers agree Seller Principal Stockholders agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) In the event any of the Seller Principal Stockholders breaches (or in the event any representation third party alleges facts that, if true, would mean any of the Seller Principal Stockholders has breached) any of his/her or warranty or covenant of Sellers its representations, warranties, and covenants contained in this Agreement (iAgreement, and, if there is an applicable survival period pursuant to Section 8(f) until above, provided that the Buyer has suffered aggregate losses by reason of all makes a written claim for indemnification against the Seller Principal Stockholders within such breaches in excess of a $15,000 threshold (at which point survival period, then the Sellers will be obligated Seller Principal Stockholders agree to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess entirety of any Adverse Consequences the Buyer may suffer through and after the date of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); providedclaim for indemnification resulting from, furtherarising out of, howeverrelating to, that in the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from nature of, or attributable to intentional fraud or any willful misconduct caused by the Sellers and breach (b) in (i) above specifically shall not apply to or the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)alleged breach).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or any of the Sellers, as applicable, breach Sellers breaches any of their representations, warranties, agreements, and covenants contained herein, herein (other than a breach by a Seller of his/her individual the representations and warranties, which are addressed warranties in Section (8)(b)(ii3(a) belowabove) and provided that the particular representationor any certificate, warranty, agreement, document or covenant survives agreement delivered or entered into at the Closing and and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 10(h11(g) below within the applicable such survival period, then each of the Sellers agree Sellers, proportionate to jointly and severally each Seller's Indemnity Share, agrees to indemnify the Buyer Buyer, the Target, their Affiliates, officers, directors, employees and agents, from and against the entirety of any Adverse Consequences the Buyer they may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer they may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or representation, warranty or covenant of the Sellers contained in this Agreement (i) until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold US$50,000 (at which point the Sellers will be obligated to indemnify "Buyer's Deductible") whereupon the Buyer from and against all such aggregate indemnifiable losses relating back shall be entitled to claim indemnification for the first dollar) or (ii) amount in excess of $50,000, provided that in no event shall the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability aggregate indemnification obligations of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))exceed US $8,500,000.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 the Seller breaches (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean the Seller has breached) any of their representationsits representations or warranties contained in Sections 3 and 4 of this Agreement, warrantiesand, agreementsif there is an applicable survival period pursuant to Section 9(a) above, and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers any Seller pursuant to Section 10(h13(g) below within the applicable such survival period, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); providedPROVIDED, howeverHOWEVER, that the Sellers Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant of Sellers the Seller contained in this Agreement Section 3(a)-(d) and Section 4 (ia), Section 4(c)-(k) and Section 4(m) - (cc) above until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $15,000 100,000 aggregate threshold (at which point the Sellers Seller will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) Adverse Consequences in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)threshold).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach Seller breaches any of their its representations, warranties, agreements, warranties and covenants contained herein, herein (other than a breach by a Seller of his/her individual the representations and warrantieswarranties in clause 3(a) above), which are addressed in Section (8)(b)(ii) below) and and, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(hclause 14(g) below within prior to 31st December 1999 (the applicable survival period"Cut-off Date") or, in respect of claims relating to taxation ("Taxation Claims") prior to the sixth anniversary of the Closing Date, then the Sellers agree to jointly and severally Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer originating prior to and continuing through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided. There shall be no indemnification for any Adverse Consequences Buyer shall suffer where written notice of the claim is first made after the Cut-off Date or, howeverin respect of Taxation Claims, that the Sellers sixth anniversary of the Closing Date. The Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of Seller contained in clause 4 above unless the amount of Buyer's claim in respect thereof, when aggregated with one or covenant more other claims brought against Seller hereunder, exceeds two hundred thousand United States Dollars (US$200,000). The maximum liability of Sellers in this Agreement (i) until the Buyer has suffered aggregate losses by reason Seller for a breach of all such breaches in excess any of a $15,000 threshold (at which point the Sellers will its representations, warranties and covenants contained herein shall be obligated limited to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back an amount equal to the first dollar) or (ii) in excess aggregate of 50% of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); providedand, furtherif the First Option or the Second Option is exercised, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches 50% of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).First Option

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 the Seller or either Stockholder breaches (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean the Seller or either Stockholder has breached) any of their its or his representations, warranties, agreements, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to (other than a breach by a Seller of his/her individual representations and warrantiesS)8(a) above, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller and the Stockholders pursuant to Section 10(h(S)10(h) below within the applicable such survival period, then each of the Sellers agree Seller and the Stockholders agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the such breach (or alleged breach); provided, however, that the Sellers Seller and the Stockholders shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant of Sellers the Seller and the Stockholders contained in this Agreement (iS)3(f)-(ff) above until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $15,000 25,000 aggregate threshold (at which point the Sellers Seller and the Stockholders will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses Adverse Consequences relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach Seller breaches any of their its representations, warranties, agreements, and covenants contained herein, herein (other than a breach by a Seller of his/her individual the covenants in Section 2(a) above and the representations and warranties, which are addressed warranties in Section (8)(b)(ii3(a) belowabove), and, if there is an applicable survival period pursuant to Section 8(a) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for -------- indemnification against the Sellers Seller pursuant to Section 10(h11(g) below within the applicable such survival period, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers Seller shall not -------- ------- have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers the Seller contained in this Agreement (i) Section 4 above until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 500,000 aggregate threshold (at which point the Sellers Seller will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses Adverse Consequences relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In From and after the Closing, in the event Sigma6 or that: (x) the Sellers, as applicable, breach Seller breaches any of their representations, warranties, agreements, its representations and covenants warranties contained herein, herein (other than a breach by a Seller of his/her individual the representations and warranties, which are addressed warranties in Section 3(a)(i), (8)(b)(ii) belowii) and provided that the particular representation, warranty, agreement, or covenant survives the Closing (iv) and that the Section 4(b)); and (y) a Buyer Party makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(h10(g) below within the applicable survival periodperiod as set forth in Section 6(b), then the Sellers agree to jointly and severally Seller shall indemnify the Buyer Parties from and against the entirety of any Adverse Consequences to the extent in excess of $10,000 per breach to the extent they are caused proximately by the breach and suffered by the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breachParties; provided, however, that the Sellers Seller shall not have any obligation to indemnify the Buyer Parties from and against any such Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (iA) until the Buyer has Parties have suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold 100,000 aggregate deductible (at after which point the Sellers Seller will be obligated only to indemnify the Buyer Parties from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer Parties have suffered by reason of all such breaches exceeds a $1,125,000 aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price ceiling (after which point Sellers shall the Seller will have no obligation to indemnify the Buyer Parties from and against further such Adverse Consequences); provided. Blue Dolphin and Bitter Creek’s liability is several and not joint and as such, further, however, that the limitations set forth (a) in (i) Blue Dolphin’s aggregate ceiling is $937,500 and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))Bitter Creek’s aggregate ceiling is $187,500.

Indemnification Provisions for Benefit of the Buyer. (i) i. In the event Sigma6 the Target or the Sellers, as applicable, breach any Stockholder breaches any of their representations, warranties, agreements, and its representations or warranties contained in Section 3 hereof or any of its covenants contained herein, (other than a breach by a Seller of his/her individual representations and warrantiesif there is an applicable survival period pursuant to Section 9(a) hereof, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and PROVIDED that the Buyer makes a written claim for indemnification against the Sellers Stockholders pursuant to Section 10(h11(h) below hereof within the applicable such survival period, then the Sellers agree to jointly and severally each Stockholder shall indemnify the Buyer from and against the entirety his or her Allocable Portion of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; providedPROVIDED, howeverHOWEVER, that the Sellers no Stockholder shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or representation, warranty or covenant of Sellers in this Agreement the Target (i1) until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of (x) a $15,000 threshold 25,000 aggregate deductible in the case of one or more breaches of any of the representations and warranties contained in Section 3(n) and (at u) hereof, and (y) a $200,000 aggregate deductible in the case of all other breaches (after which points each Stockholder will be obligated to indemnify the Buyer only from and against his or her Allocable Portion of any further such Adverse Consequences), and (2) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches of representations and warranties (other than those contained in Section 3(n) and (u) hereof) exceeds his or her Allocable Portion of $5,000,000 (excluding the $200,000 aggregate deductible), after which point the Sellers no Stockholder will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against any further such Adverse Consequences); provided, further, however, that the limitations set forth Consequences (a) other than those caused by a breach of any representation or warranty contained in (iSection 3(n) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(au)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach --------------------------------------------------- Seller breaches any of their representationsits representations and warranties contained in Section3(a) and Section4 of this Agreement, warranties, agreements, and any covenants contained herein, (other than a breach by a Seller of his/her individual in this Agreement or any representations and warrantieswarranties contained in any stock transfer or other conveyance executed pursuant to this Agreement, which are addressed in Section (8)(b)(iiand, if there is an applicable survival period pursuant to Section8(a) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(hSection11(g) below within the applicable such survival period, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including but excluding any Adverse Consequences the Buyer may shall suffer after the end of the any applicable survival period resulting from, arising out of, relating to, in the nature of, or period) caused proximately by the breach; provided, however, that the Sellers Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers the Seller contained in Section4 of this Agreement other than those contained in Section4(j), (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (im) and (ii) above specifically shall not apply n). Seller's indemnification obligation to the liability of Sellers Buyer pursuant to this Subsection and Section10 (other than with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties of Seller contained in Section 4(g), Section 4(hSection3(a) and Section 4(n4(b)) hereoftogether with Valcor's indemnification obligations under the USRP Agreement shall not exceed $4,000,000 in the aggregate, determined, as of any relevant date, based upon claims actually paid as of such date by Valcor to Buyer or USRP. Notwithstanding Buyer agrees that it will not seek indemnification for any claim under this Subsection unless the foregoingaggregate of all claims under this Subsection together with all claims under the USRP Agreement , determined as of the liability date any claim is made, will result in loss to Buyer and/or USRP in excess of each Seller shall$250,000 in the aggregate, in all events, be limited and then only to the portion extent of such excess, up to and subject to the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))$4,000,000 limitation specified above.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 Seller breaches (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean the Seller has breached) any of their its representations, warranties, agreements, and covenants contained hereinin the Asset Purchase Agreement, (other than a breach by a Seller of his/her individual representations and warrantiesand, which are addressed in Section (8)(b)(iiif there is an applicable survival period pursuant to ss.4(a) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller Stockholder pursuant to Section 10(hss.6(h) below within the applicable such survival period, then the Sellers agree Seller Stockholder agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that the Sellers Seller Stockholder shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant of Sellers Seller contained in this the Asset Purchase Agreement (i) until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a Fifty Thousand Dollar ($15,000 50,000) aggregate threshold (the "Basket") (at which point the Sellers Seller Stockholder will only be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) Adverse Consequences suffered by Buyer in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)threshold).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or any of the Sellers, as applicable, breach Sellers breaches any of their representations, warranties, agreements, and covenants contained herein, herein (other than a breach by a Seller of his/her individual the covenants in (S)2(a) above and the representations and warrantieswarranties in (S)3(a) above), which are addressed in Section and, if there is an applicable survival period pursuant to (8)(b)(iiS)8(a) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Xxxxxxx pursuant to Section 10(h(S)10(h) below within the applicable such survival period, then the Sellers agree Xxxxxxx agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by from the breach; provided, however, that the Sellers Xxxxxxx shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers Xxxxxxx contained in this Agreement (iS)4 above (A) until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold 50,000 aggregate deductible (at after which point the Sellers Xxxxxxx will be obligated only to indemnify the Buyer from and against further Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds an aggregate indemnifiable losses relating back ceiling equal to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall Xxxxxxx will have no obligation to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach Seller breaches any of their its representations, warranties, agreements, agreements and covenants contained herein, herein (other than a breach by a Seller of his/her individual representations and warrantiesthose contained in SECTION 3(A) above), which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, agreement or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(hSECTION 10(G) below within the applicable survival period, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period period; PROVIDED THAT the Buyer asserted its claim for indemnification prior to the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, of or caused by the breach; providedPROVIDED, howeverHOWEVER, that the Sellers Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, of or caused by the breach of any representation or warranty or covenant of Sellers the Seller contained in this Agreement SECTION 4 above (iA) until the Buyer has suffered aggregate losses by reason of all such any breaches aggregate losses in excess of a $15,000 250,000 threshold (at which point the Sellers Seller will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back in excess of $25,000) and (B) if the Seller has already paid any claims for indemnification pursuant to the first dollar) or (iithis Section 8(b)(i) in excess of $5,000,000 (or the Purchase Price Price, as adjusted, in the case of Sections 4(b), (h), and (u)) individually or in the aggregate (after which point Sellers the Seller shall have no obligation to indemnify the Buyer from and against further such Adverse Consequences); provided. Notwithstanding anything herein to the contrary, further, however, it is understood and agreed that the limitations set forth (adisclosures relating to environmental matters on Schedule 4(r) in (i) are included herein for informational purposes only and (ii) above specifically shall not apply be deemed to qualify or otherwise alter, affect or limit the representations and warranties made by the Seller in Section 4(r) hereof (and any purported breach of the representation and warranty contained in Section 4(r) shall be tested without regard to such disclosures relating to environmental matters on Schedule 4(r) for purposes of Section 8(b)). Notwithstanding anything herein to the liability of Sellers with respect contrary, it is understood and agreed that Seller will not be liable to Adverse Consequences resulting from or attributable to intentional fraud or Buyer for any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches breach of the representations and warranties contained in Section 4(g), Section 4(hSections 4(w) and Section 4(n4(x) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited above to the portion extent that an appropriate adjustment to Mercxx'x xxxounts receivables or inventory entries to the Net Working Capital of Mercxx xx Closing has been made. (ii) In the Purchase Price actually received by such event any Seller (other than the breach by a Seller breaches any of his/her individual its representations and warranties contained in Section 3(a)).SECTION 3(A) herein and provided that the Buyer makes a written claim for indemnification against such Seller pursuant to SECTION 10(G) below within the applicable survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period; PROVIDED THAT the Buyer asserted its claim for indemnification prior to the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of or caused by the breach; PROVIDED, HOWEVER, that the Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to or caused by the breach

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 either the Target or any of the SellersTarget Stockholders breaches (or in the event any third party alleges facts that, as applicableif true, breach would mean either the Target or any of the Target Stockholders has breached) any of their representations, warranties, agreements, representations and covenants contained warranties in Section 3 herein, (other than a breach by a Seller of his/her individual representations and warrantiesand, which are addressed in if there is an applicable survival period pursuant to Section (8)(b)(ii7(a) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 10(h) below Target Stockholders within the applicable such survival period, then each of the Sellers agree Target Stockholders agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in from the nature of, breach (or caused by the alleged breach; ) provided, however, that the Sellers Target Stockholders shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant of Sellers the Target Stockholders contained in this Agreement (i) Section 3 above until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $15,000 25,000.00 aggregate threshold (at which point the Sellers Target Stockholders will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses Adverse Consequences relating back to the first dollar) or (ii) in excess ). The Parties further agree that the obligations of the Purchase Price (after which point Sellers shall have no obligation Target and Target Stockholders to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (aunder this Section 7(b) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be are limited to the portion an aggregate of the Purchase Price actually received by such Seller two hundred and fifty thousand dollars (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)$250,000).

Indemnification Provisions for Benefit of the Buyer. In the event Target or Buyer suffers Adverse Consequences after the Closing as a result of (i) In the event Sigma6 breach by Sellers or the Sellers, as applicable, breach Target of any of their representationsrespective representations and warranties contained in section 3(b) or 4 hereof or of any covenant in section 2, warranties5, agreements, and covenants contained herein6 or 10 hereof, (ii) any third party claim with respect to the operation of the Business or other than actions of Target prior to the Closing Date (except to the extent any such claim constitutes a breach by a Seller of his/her individual representations and warrantiesliability included on the Closing Net Asset Statement), which are addressed in Section (8)(b)(iiiii) below) and provided that the particular representation, warranty, agreementany Excluded Liability or Pre-Closing Environmental Liability, or covenant survives (iv) any material breach or default by Target under any of the Contracts prior to the Closing and Date (each, a "Buyer Indemnification Matter"), provided that the Buyer makes a written claim for indemnification against the Sellers Seller Representative pursuant to Section 10(hsection 13(h) below within the applicable survival periodperiod described above, then the Sellers agree Seller Representative agrees to jointly indemnify and severally indemnify hold harmless the Buyer and its Affiliates, and their respective directors, officers, shareholders and employees (collectively, the "Buyer Parties") from and against the entirety of any Adverse Consequences the Buyer Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Parties may suffer after the end of the any applicable survival period period) directly resulting from, arising out of, relating to, in the nature of, from or caused by the breachsuch Buyer Indemnification Matter (calculated as set forth in subsection (e) below); provided, however, that the Sellers Seller Representative shall not have any obligation to indemnify any of the Buyer Parties from and or against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of from any representation or warranty or covenant of Sellers in this Agreement (i) Buyer Indemnification Matter until the Buyer has Parties have suffered aggregate losses Adverse Consequences by reason of all such breaches Buyer Indemnification Matters in excess of a $15,000 threshold (at 50,000 in the aggregate, after which point the Sellers Seller Representative will be obligated only to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer Parties from and against further such Adverse Consequences); further provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability (x) any breach of Sellers with respect to Adverse Consequences resulting from a covenant set forth in sections 2, 5, 6 or attributable to intentional fraud 10 of this Agreement, or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained representation set forth in Section 4(gsection 4(l)(ix), Section 4(hhereof, or (y) any indemnification for any Excluded Liability, except such excluded Liabilities as are described in clause (a) of the definition thereof and Section 4(n) hereofare not described in any other clause of such definition. Notwithstanding the foregoing, Seller Representative shall have no liability for Adverse Consequences arising from the liability breach of each Seller shall, the representation set forth in all events, be limited section 4(q) except as follows. If and to the portion extent any Transferred Receivable is not collected by Buyer within ninety (90) days after the later of the Purchase Price actually received by Closing Date or the date on which the same was billed (the "Preliminary Collection Date"), Buyer shall notify Seller representative of such non-collection. For a period of ninety (90) days after the Preliminary Collection Date, Seller Representative shall have the right to work together with Buyer in an attempt to collect any such uncollected Transferred Receivables; provided that Seller Representative shall not take any action which could reasonably be deemed to have an adverse affect on any ongoing relationship between Target or Buyer and the account debtor on any such Transferred Receivable. If and to the extent that, at the end of such further ninety-day period, any such Transferred Receivable has not been fully paid over to Buyer, one-half (other than the breach by a 1/2) of any remaining uncollected amount thereof shall be deemed an Adverse Consequence as to which Seller of his/her individual representations and warranties in Section 3(a)Representative shall have an indemnification responsibility pursuant to this section 13(b).

Indemnification Provisions for Benefit of the Buyer. (i) 1. In the event Sigma6 that either triSpan or the Sellers, as applicable, breach any of their representations, warranties, agreements, and covenants contained herein, herein (other than a breach by a Seller Sellers of his/her their individual representations and warrantieswarranties made in SECTION 3.1 or of any post-Closing covenants of such Sellers, which are addressed in Section (8)(b)(iiSECTION 8.2(B) below) ), and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) SECTION 10.7 below within the applicable survival period, then the Sellers Sellers, severally and not jointly (i.e., pro rata in accordance with their respective share of the Sellers' aggregate equity interest in triSpan), agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after due to any such breach by triSpan or the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting fromSellers; PROVIDED, arising out of, relating to, in the nature of, or caused by the breach; provided, howeverHOWEVER, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of triSpan or Sellers in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 150,000 threshold (at after which point the Sellers will be obligated only to indemnify the Buyer from and against all further such aggregate indemnifiable losses relating back to the first dollar) Adverse Consequences), or (ii) in excess of $8,000,000 in the Purchase Price aggregate (after which point Sellers shall have no obligation to indemnify Buyer from and against such further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or any of the Sellers, as applicable, breach Sellers breaches any of their representations, warranties, agreements, agreements and covenants contained herein, herein (other than a breach by a Seller of his/her individual the representations and warranties, which are addressed warranties in Section (8)(b)(ii3(a) belowabove), and, if there is an applicable survival period pursuant to Section 8(a) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 10(h) below within the applicable such survival period, then each of the Sellers agree and Shareholders agrees to jointly and severally indemnify the Buyer from and against the entirety his or its Allocable Portion of any Adverse Consequences the Buyer may shall suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may shall suffer after the end of the any applicable survival period resulting from, arising out of, relating to, in the nature of, or period) caused by the breach; provided, however, that the Sellers and Shareholders shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of the Sellers contained in this Agreement (i) until Section 4 above, to the extent the Adverse Consequences the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 threshold exceeds the "Aggregate Ceiling" as defined below (at after which point the Sellers and Shareholders will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, that . The Aggregate Ceiling initially shall be equal to the limitations set forth (a) in product of (i) $4,000,000 and (ii) above specifically shall not apply a fraction, the numerator of which is equal to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion Cash Portion of the Purchase Price actually received by such Seller (other than after any adjustments pursuant to Section 2(l) hereof) (the breach by "Adjusted Cash Portion"), and the denominator of which is $38,000,000. The Aggregate Ceiling shall be finally determined after the Second Earned Payout Period and shall be equal to the 45 product of (i) $4,000,000 and (ii) a Seller fraction, the numerator of his/her individual which is equal to the sum of the Adjusted Cash Portion, plus the First Earned Payout Amount plus the Second Earned Payout Amount, and the denominator of which is $38,000,000. Nothing herein shall be deemed to extend the survival period of any representations and warranties as set forth in Section 3(a)8(a).

Indemnification Provisions for Benefit of the Buyer. In the event (i) In the event Sigma6 either Seller or the Sellers, as applicable, breach Parent breaches any of their representationsits representations or warranties contained herein or in any certificate delivered by either Seller or the Parent pursuant to this Agreement and, warrantiesif there is an applicable survival period pursuant to Section 8.1 above, agreements, and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer Party makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(h) 11.7 below within the applicable such survival period, (ii) either Seller or Parent breaches or fails to fulfill any covenant or agreement contained herein, (iii) of any action, demand, proceeding, investigation or claim by any Person against or affecting the Target or any Buyer Party (as defined below) which, if successful, would give rise to or evidence the existence of or relate to a breach of any of the representations, warranties, covenants or agreements of the Parent or Seller under this Agreement; (iv) of any liability for Indemnified Taxes of the Target or any of its Subsidiaries to the extent not reflected in the Closing Balance Sheet and taken into account in determining the Final Purchase Price; (v) of any Closing Indebtedness or Seller Expenses not reflected in the Closing Balance Sheet or taken into account in determining the Final Purchase Price; (vi) any liability or obligation relating to any environmental, health or safety matters (including without limitation any arising under ISRA or any other Environmental Laws) with respect to the Specified Premises other than to the extent of events or circumstances occurring after the Closing which are not related to or caused by actions or omissions of Parent, Seller or any of their Subsidiaries, including without limitation any liability or obligation relating to any environmental, health or safety matters and arising in connection with (A) the Specified Lease, (B) the cessation of operations at the Specified Premises and any associated liabilities arising under ISRA or other Environmental Laws or under the Specified Lease, and (C) unless Target enters into a replacement lease for the Specified Premises (other than amendments to its existing lease), any removal, closure, cleanup or other remedial actions, including without limitation any such actions with respect to any storage tanks currently or formerly located at the Specified Premises; (vii) of any claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) arising out of or pertaining to matters existing or occurring at or prior to the Closing with respect to any (A) matters which would have been covered by Parent or any of its Subsidiaries directors and officers, employment practices (to the extent related to any period on or prior to the Closing Date) or fiduciary liability policies if such claim were asserted prior to the Closing (without regard to any deductibles or other limitations) or (B) actions or omissions of the officers, senior officers or board of directors or governing body of the Company and its Subsidiaries prior to the Closing, (viii) of any Indebtedness, obligation or other liability related to or evidenced by that certain Uniform Commercial Code Financing Statement filed with the Secretary of State of the State of New Jersey on June 2, 2002, filing number 2106652-8, in favor of Fleet Capital Corporation, or (ix) of any of any action, demand, proceeding, investigation or claim by any Person or any liability or obligation resulting, related to or in connection with Target, Buyer, Parent and Seller not receiving a consent on terms reasonably satisfactory to Buyer pursuant to the Specified License or any Adverse Consequences resulting, related to or in connection with Parent, Seller and their Subsidiaries not performing any obligations such Persons would have been required to perform under this Agreement, the Transition Services Agreement or any other agreement if such consent with respect to the Specified License were obtained, then Parent and the Sellers agree to Seller shall, jointly and severally severally, indemnify the Buyer and its Affiliates (including the Target after the Closing), stockholders, officers, directors, employees, agents, partners, representatives, successors and assigns (collectively, the “Buyer Parties”) and save and hold each of them harmless from and against the entirety and pay on behalf of or reimburse such Buyer Parties as and when incurred for any Adverse Consequences the any Buyer Party may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out as a result of, relating to, in the nature ofconnection with, or caused by the breach; provided, however, that the Sellers virtue of such breach or right to obtain indemnification. Parent and Seller shall not have any obligation to indemnify the any Buyer Party from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement pursuant to clauses (i), (iii) or (vii) above until the Buyer has Parties have suffered aggregate losses Adverse Consequences by reason of any individual breaches, or groups of breaches arising out of the same or similar facts, events or circumstances (but solely with respect to the fourth sentence of Section 4.5, including only individual breaches or groups of breaches arising out of the same event) (“Group of Related Breaches”), equal to or exceeding Twenty-Five Thousand Dollars ($25,000) (“De Minimis”) and the sum of all such breaches in excess exceeds an aggregate deductible equal to Three Hundred Thousand Dollars ($300,000) (“Deductible”) (after which point, with respect to indemnification pursuant to any of a $15,000 threshold clauses (at which point i), (iii) or (vii) above, the Sellers Seller and Parent will be obligated only to indemnify the Buyer Parties from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) further Adverse Consequences in excess of the Purchase Price (after which point Sellers shall have no obligation Deductible up to indemnify Buyer from and against further such Adverse Consequencesthe Cap proximately caused by reason of individual breaches or Groups of Related Breaches each equal to or exceeding the De Minimis); provided, further, howeverfor the sole purpose of determining the applicability and the amount of any Adverse Consequences that are the subject matter of a indemnification claim hereunder, that the limitations set forth Deductible and De Minimis shall be the materiality standard for such purpose hereunder and, therefore, each representation and warranty contained in this Agreement shall be read for such purpose (aand no other purpose) without regard to and without giving effect to any materiality or Material Adverse Effect standard or qualification contained in such provision (as if such standard or qualification were deleted from such provision)). The Parent and Seller will have no obligation to indemnify the Buyer Parties under this Agreement for any Adverse Consequences caused by pursuant to clauses (i), (iii) and or (iivii) above specifically in excess of Nine Million Dollars ($9,000,000) (the “Cap”). The Deductible, De Minimis and Cap shall not apply to the liability of Sellers with respect to Adverse Consequences resulting indemnity claims arising from a breach or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches inaccuracy of the representations and warranties contained in Section 4(g3.1(a) (Organization of Parent and Seller), any of the first three sentences of Section 3.1(b) (Authorization of Transaction), Section 4(h3.1(d) (Brokers’ Fees), Section 3.1(e) (Target Shares), the first sentence of Section 4.1 (Organization, Qualification and Corporate Power), Section 4.2 (Capitalization), Section 4.4 (Brokers’ Fees), the first sentence of Section 4.5 (Title to Assets; Asset Sufficiency), Section 4.6 (Subsidiaries), Section 4.7(c) (Financial Statements), Section 4.10 (Tax Matters), Section 4.18 (Certain Business Relationships) and 4.27 (Closing Date) with respect to Section 4(n) hereof. Notwithstanding 3.1(a), any of the foregoingfirst three sentences of Section 3.1(b), Section 3.1(d), Section 3.1(e), the liability first sentence of each Seller shallSection 4.1, Section 4.2, Section 4.4, the first sentence of Section 4.5, Section 4.6, Section 4.10 and Section 4.18, any Adverse Consequences for which shall be indemnified in all events, be limited the aggregate from the first dollar up to the portion a maximum of the Purchase Price actually received by such Price. Notwithstanding any other provision in this Agreement to the contrary, Parent and Seller shall not be liable to the Buyer Parties for any (other than a) Adverse Consequences that are punitive (except to the breach by a Seller extent constituting third party punitive claims), or (b) Adverse Consequences based upon “multiple of his/her individual representations and warranties profits,” “multiple of earnings” or similar valuation methodology (including without limitation any Adverse Consequences in Section 3(a)the nature of diminution in value of the Target Shares based upon or otherwise calculated in reference to any of the foregoing items described in clause (b) above).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 any of the Parent, Seller or the Sellers, as applicable, breach Company breaches any of their representations, warranties, agreements, and or covenants contained hereinherein (in each case without regard to (A) any limitation, qualification or exception based upon any use of the word "material" or derivations thereof in any representation or warranty herein and (other than B) with respect to the representation in (S)4(x)(viii), without regard to the Knowledge qualifier therein, which in each case under both (A) and (B) shall be disregarded for purposes of determining whether a breach by has occurred and the amount of Adverse Consequences resulting therefrom) and, if with respect to a Seller breach of his/her individual representations and warrantiesa representation or warranty there is an applicable survival period pursuant to (S)8(a) above, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against any of the Sellers Parent or Seller pursuant to Section 10(h(S)11(h) below within the applicable such survival period, then each of the Sellers agree to Parent and Seller agree, jointly and severally severally, to indemnify Buyer, Affiliates of Buyer (including the Company), and each of their respective officers, directors, agents or employees, and their respective successors and assigns (each a "Buyer Indemnified Party," or collectively the "Buyer Indemnified Parties") from and against the entirety of any Adverse Consequences the a Buyer Indemnified Party may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that (A) the Sellers Parent and Seller shall not have any obligation to indemnify the Buyer Indemnified Parties from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of the Parent, Seller or covenant of Sellers Company contained in this Agreement (i) until the Buyer has Indemnified Parties have suffered aggregate losses Adverse Consequences by reason of all such breaches breaches, together with Adverse Consequences from the matters covered by (S)8(b)(iv), in excess of a $15,000 threshold 1,750,000 (at which point the Sellers will "Deductible Amount"), after which, subject to the other provisions of this (S)8, the Parent and the Seller shall be obligated to indemnify the Buyer Indemnified Parties from and against all such the amount of any excess Adverse Consequences above the Deductible Amount and (B) there will be an aggregate indemnifiable losses relating back ceiling equal to $75,000,000 on the first dollar) or (ii) in excess obligation of the Purchase Price (after which point Sellers shall have no obligation Parent and the Seller to indemnify the Buyer Indemnified Parties from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from from, arising out of, or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any caused by, breaches of the representations and warranties of the Parent, the Seller or the Company contained in Section 4(g)this Agreement and Adverse Consequences resulting from, Section 4(harising out of, or caused by the matter covered by (S)8(b)(iv) and Section 4(n(C) hereof. Notwithstanding the foregoingParent and the Seller shall not be obligated to provide any indemnification under (S)8 for any Adverse Consequences arising out of any breach of a representation or warranty or pre-Closing covenant of the Parent, the liability of each Seller shall, in all events, be limited or the Company to the portion of extent that such Adverse Consequences have been taken into account in the Purchase Price actually received by such Seller adjustment pursuant to (other than the breach by a Seller S)2(e) of his/her individual representations and warranties in Section 3(a))this Agreement or that relate to Taxes that are subject to indemnification under (S)9.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event Sigma6 or that: (i) the Sellers, as applicable, Sellers and/or the Company breach any of their representations, warranties, agreements, and or covenants contained hereinin this Agreement, or (ii) any Adverse Consequence is suffered by the Buyer or the Company as a result of any current or pending litigation disclosed on the schedules to the Xxxxxx Agreement, or (iii) any party other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular Company breaches any representation, warranty, agreement, warranty or covenant survives contained in the Closing and that Xxxxxx Agreement or the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below within the applicable survival periodTechnology Sale Agreement, then the Sellers agree to jointly and severally to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer or its affiliates may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or its affiliates may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that (A) the Sellers shall not have any obligation to indemnify the Buyer (x) from and against any Adverse Consequences resulting from, amounting to less than $5,000 arising out of, relating to, in the nature of, from a single breach or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (iy) until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold 25,000 in the aggregate (at after which point the Sellers will be obligated to indemnify the Buyer for all of the Adverse Consequences without regard to such threshold), (B) the Sellers' maximum obligation to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back Adverse Consequences pursuant to this Agreement shall not exceed $7,000,000 and (C) the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no indemnity obligation related to indemnify any claim for indemnification that is not made by the Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability Sellers in writing within one year of Sellers the Closing Date or, with respect to Adverse Consequences resulting an indemnity claim arising from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches a breach of the representations and warranties contained in Section 4(g3.1(d), Section 4(h) and Section 4(n) hereof. Notwithstanding 4.3 or 4.14, within the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties applicable survival period described in Section 3(a))8.1.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach Shareholder breaches any of their his representations, warrantieswarranties (or any of such representations or warranties is untrue or inaccurate), agreementscovenants and agreements contained herein or in any certificate, and covenants contained hereindocument, (other than a breach by a Seller of his/her individual representations and warrantiesinstrument or agreement delivered pursuant to this Agreement, which are addressed in Section (8)(b)(ii) below) and and, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes Indemnified Buyers (as hereafter defined) make a written claim for indemnification against the Sellers pursuant to Shareholder as provided in Section 10(h14(g) below within the applicable survival periodclaim period provided in Section 10(a) above, then the Sellers agree Shareholder agrees to jointly and severally indemnify the Buyer and each of its officers, directors, employees, representatives and shareholders (collectively, the "Indemnified Buyers") from and against the entirety of any Adverse Consequences the Buyer may Indemnified Buyers suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may Indemnified Buyers suffer after the end of the any applicable survival period claim period) resulting from, arising out of, relating to, in the nature of, or caused by the breach, untruth or inaccuracy; providedPROVIDED, however, that the Sellers Shareholder shall not have any obligation to indemnify the Buyer Indemnified Buyers from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Shareholder contained in Section 3 or covenant of Sellers in this Agreement Section 5 above: (iA) until the Buyer has Indemnified Buyers have suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such 100,000 aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price deductible (after which point Sellers shall the Shareholder will be obligated only to indemnify the Indemnified Buyers from and against Adverse Consequences in excess of that amount) or thereafter (B) to the extent that the Adverse Consequences the Indemnified Buyers have suffered by reason of all such breaches exceeds a $26,250,000 aggregate ceiling (after which point the Shareholder will have no obligation to indemnify Buyer the Indemnified Buyers from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 the Seller breaches (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean the Seller has breached) any of their its representations, warranties, agreements, and covenants contained hereinin this Agreement, (other than a breach by a Seller of his/her individual representations and warrantiesand, which are addressed in if there is an applicable survival period pursuant to Section (8)(b)(ii8(g) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 10(h) below Seller Management Members within the applicable such survival period, then each of the Sellers agree Seller and the Seller Management Members agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided. (ii) In the event any of the Seller Management Members breaches (or in the event any third party alleges facts that, howeverif true, would mean any of the Seller Management Members has breached) any of his/her or its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 8(g) above, provided that the Sellers shall not have any obligation Buyer makes a written claim for indemnification against the Seller Management Members within such survival period, then each of the Seller and the Seller Management Members agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation (or warranty or covenant of Sellers in this Agreement the alleged breach). (iiii) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess Each of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from Seller and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).Management Members agrees to

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, Sellers breach any of their representations, warranties, agreements, and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(hSECTION 10(H) below within the applicable survival period, then the Sellers agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; providedPROVIDED, howeverHOWEVER, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of the Sellers contained in this Agreement SECTION 4 above (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 35,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses including losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); providedPROVIDED, furtherFURTHER, howeverHOWEVER, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect or to any breaches of the representations and warranties contained in Section 4(gSECTION 4(G), Section 4(hSECTION 4(H) and Section 4(nSECTION 4(N) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited hereof or to any breach on or prior to the portion date hereof of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations that certain agreement dated March 2, 1998 between American Electric Power Service Corporation and warranties in Section 3(a))Infinity.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 of: (x) any inaccuracy, violation or the Sellers, as applicable, breach in any of their representations, warranties, agreements, representation or warranty contained in Article 4 and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed referred to in Section 8(a)(ii) or (8)(b)(ii) belowiii) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that (y) the Buyer makes Indemnitees make a written claim for indemnification against the Sellers Seller pursuant to Section 10(h11(g) below within the applicable survival periodperiod pursuant to Section 8(a), then from and after Closing, the Sellers agree Seller agrees to jointly indemnify and severally indemnify hold harmless the Buyer Indemnitees from and against the entirety of any Adverse Consequences suffered by the Buyer may suffer through and after Indemnitees to the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting fromextent arising from such inaccuracy, arising out of, relating to, in the nature of, violation or caused by the breach; provided, however, provided that the Sellers Seller shall not have any obligation to indemnify the Buyer Indemnitees from and against any such individual inaccuracy, violation or breach until the Buyer Indemnitees have suffered Adverse Consequences resulting fromin excess of $200,000 (the “Claim Threshold”), arising out ofat which time the Buyer Indemnitees shall be entitled to receive the entire amount of such Adverse Consequences in respect of such indemnification claim (including the portion not in excess of the Claim Threshold) (such indemnification claim, relating toa “Qualifying Buyer Indemnity Claim”), subject to the remaining provisions of this Article 8; provided, further, that the Seller shall not have any obligation to indemnify the Buyer Indemnitees from any Qualifying Buyer Indemnity Claim until the Buyer Indemnitees, in the nature ofaggregate, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (i) until the Buyer has have suffered aggregate losses Adverse Consequences by reason of the sum of all such breaches Qualifying Buyer Indemnity Claims in excess of a an aggregate deductible amount equal to $15,000 threshold 6.0 million (the “Deductible”), at which point the Sellers will Seller shall be obligated to indemnify the Buyer Indemnitees from and against all such aggregate indemnifiable losses relating back Adverse Consequences in respect of all Qualifying Buyer Indemnity Claims exceeding the Deductible, subject to the first dollar) or (ii) in excess other provisions of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))this Article 8.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 the Major Sellers breach (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean the Major Sellers has breached) any of their Joint and Several representations, warranties, agreements, and covenants contained hereinherein during the period such representations, (other than a breach by a Seller of his/her individual representations warranties and warrantiescovenants survive, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 10(h) below within the applicable survival period, then each of the Major Sellers agree agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences Losses the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Losses the Buyer may suffer after the end of the applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that the Major Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences Losses resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or representation, warranty or covenant of the Major Sellers contained in this Agreement (including the indemnities contained in Sections 8(b)(iv) and (v)) (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 threshold 125,000 (at which point the Major Sellers will shall be obligated to indemnify the Buyer from and against for all such aggregate indemnifiable losses, including losses relating back to the first dollar) or and (ii) for Losses in excess of the Purchase Price $2,750,000 (after which point the Major Sellers shall have no obligation to indemnify Buyer from and against further such Adverse ConsequencesLosses); provided, provided further, however, that the Major Sellers shall indemnify Buyer from and against any Losses resulting from, arising out of, relating to, or caused by the breach of any representation or warranty of the Major Sellers contained in Section 4(l) for losses up to $10,800,000. The limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers any Major Seller with respect to Adverse Consequences Losses resulting from from, arising out of, relating to, caused by or attributable to intentional fraud or any willful misconduct by the Major Sellers and (b) in (i) above specifically shall not apply to or by the liability breach of Sellers with respect to any breaches of the representations and warranties representation or warranty contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))3.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, Sellers breach any of their representations, warranties, agreements, and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below within the applicable survival period, then the Sellers agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 250,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollarincluding losses in excess of a $100,000 threshold) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations representatives and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, Seller and the Stockholder breach any of their the representations, warranties, agreements, and covenants contained hereinin this Agreement or any Related Agreement, (other than a breach by a Seller of his/her individual representations and warrantiesand, which are addressed in if there is an applicable survival period pursuant to Section (8)(b)(ii) below) and 7.01 above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a specific written claim for indemnification against either the Sellers Seller or the Stockholder pursuant to Section 10(h) 10.07 below within the applicable such survival period, then the Sellers agree to Seller and the Stockholder jointly and severally agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers Seller and the Stockholder shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, or caused by the breach (or alleged breach) of any representation or warranty of the Seller or the Stockholder contained in this Agreement or any Related Agreement until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $1,000,000.00 aggregate threshold (and then only to the extent of such Adverse Consequences exceeding that amount). Notwithstanding the limitations contained in the foregoing sentence, the Seller and the Stockholder jointly and severally agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess Liability of the Purchase Price (after Seller which point Sellers is not an Assumed Liability; provided, that any amounts so indemnified by the Seller or the Stockholder in accordance with this paragraph shall have no be taken into account as indemnity payments in determining the Seller's and the Stockholder's maximum cumulative aggregate indemnification obligation to indemnify Buyer from set forth in the following paragraph; and against further such Adverse Consequences); provided, further, that for purposes of this Section 7.02 there shall not be deemed to be any breach of any representation, warranty, or covenant of the Seller or the Stockholder contained in this Agreement or any Related Agreement to the extent that the Seller or the Stockholder makes a payment under this paragraph that would not have been required to be made absent such a breach in the first instance.. In no event, however, that will the limitations set forth (a) in (i) Seller's and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by Stockholder's indemnification obligations under this Section 7.02 exceed the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereofFinal Purchase Price. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).7.03

Indemnification Provisions for Benefit of the Buyer. (i) In Except for the covenants in Section 2(a) above or Section 9 below, and the representations and warranties in Section 3(a) above, in the event Sigma6 or any of the Sellers, as applicable, breach Sellers breaches any of their representations, warranties, agreements, and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warrantiesand, which are addressed in Section (8)(b)(iiif there is an applicable survival period pursuant to Section8(a) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 10(h11(h) below within the applicable such survival period, then each of the Sellers agree agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of the Sellers contained in this Agreement (iSection 4(a)-(j) and Section 4(l)-(bb) above until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $15,000 100,000 aggregate threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses Adverse Consequences relating back to the first dollar) or (ii) ). Notwithstanding the above, in excess of the Purchase Price (after which point Sellers no event shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to any Seller for indemnification under this Section 8(b)(ii) exceed in the aggregate the product of the entirety of the Adverse Consequences resulting from or attributable subject to intentional fraud or any willful misconduct indemnification under this Section 8(b)(ii) multiplied by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoinga fraction, the liability numerator of each Seller shall, in all events, be limited to which is the portion number of the Purchase Price actually received Target Shares sold by such Seller (other than hereunder and the breach by a Seller denominator of his/her individual representations and warranties in Section 3(a))which is the total number of Target Shares sold hereunder.

Indemnification Provisions for Benefit of the Buyer. (i) In the --------------------------------------------------- event Sigma6 the Sellers breach (or the Sellers, as applicable, a breach would exist or have occurred but for a Specified Disclosure) any of their representations, warranties, agreements, and covenants contained herein, and, if there is an applicable survival period pursuant to (other than a breach by a Seller of his/her individual representations and warrantiesS)7.01 above, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification within two months of becoming aware of such claim (containing, to the extent reasonably practicable at the time of notification, a detailed description of the facts on the basis of which the claim is based and a good faith estimate of the claim (provided, however, that no delay in providing such information shall relieve the Sellers from any obligation hereunder unless (and then solely to the extent) the Sellers thereby are prejudiced)) against the Sellers at an address determined pursuant to Section 10(h) (S)8.03 below within the applicable such survival period, then (x) in the case of representations and warranties relating (in whole or in part) to the Company, the Sellers agree shall, severally, in proportion to jointly their respective percentage of interest set forth on Schedule A, and severally (y) in the case of representations relating solely to Sellers (and not to Company), or a covenant of a Seller, then the breaching Seller (and only the breaching Seller), indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that (i) Buyer's right to -------- ------- indemnification with respect to breaches of the Sellers' representations and warranties, other than the Surviving Representations (but excluding those in Section 4.12), shall be limited to the amount of U.S. $2,500,000 in the aggregate, (ii) the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of the Sellers (other than the Surviving Representations (but excluding those in this Agreement (iSection 4.12)) until the Buyer has suffered aggregate losses Adverse Consequences (in the aggregate) by reason of all such breaches in excess of a U.S. $15,000 150,000 aggregate threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back excess Adverse Consequences), and (iii) the Sellers shall not be obligated to indemnify the Buyer against the breach of any particular representation or warranty unless the Adverse Consequences of such breach (when aggregated with the Adverse Consequences of all related breaches) exceeds U.S. $10,000 (it being agreed that Sellers will then be obligated to indemnify against all Adverse Consequences, not just the excess over U.S. $10,000 and, solely for purposes of determining the amount of Adverse Consequences (and not for purposes of determining whether a breach occurred) without giving effect to the first dollarinclusion in any such representation or warranty of a materiality qualification). Under no circumstances can the Sellers reject or restrict or claim under this section on the ground that a loss, damage or expense was (or will be) suffered by the Company, rather than by the Buyer. The Parties agree and understand that this Agreement does not provide Buyer with the right to indemnification for breaches of representations, warranties and covenants not contained herein. Without limiting the preceding sentence, the Parties agree that the Sellers are not indemnifying the Buyer against (i) changes to any applicable laws, rules or regulations, or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply damages done to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct Company and/or the Business by the Sellers and (b) in (i) above specifically shall not apply Buyer, the Parent and/or the Company subsequent to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))Closing.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach Seller breaches any of their its representations, warranties, agreements, and covenants contained hereinin this Agreement, (other than a breach by a Seller of his/her individual representations and warrantiesand, which are addressed in Section (8)(b)(iiif there is an applicable survival period pursuant to 8(a) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(h10(g) below within the applicable such survival period, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers (A) Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty representation, warranty, or covenant of Sellers in this Agreement (i) Seller until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such 5,000 aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price deductible (after which point Sellers shall have no obligation Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (iiB) above specifically shall not apply there will be a $200,000 aggregate ceiling on the obligation of Seller to indemnify the liability of Sellers with respect to Buyer from and against Adverse Consequences resulting from from, arising out of, relating to, in the nature of, or attributable to intentional fraud or any willful misconduct caused by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations representations, warranties, and warranties covenants of Seller contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))this Agreement.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event Sigma6 If any Seller or the SellersShareholder breaches (or if any Person other than the Buyer alleges facts that, as applicableif true, breach would mean any Seller or the Shareholder has breached) any of their the representations or warranties of any Seller or the Shareholder contained herein and the Buyer gives notice thereof to the Sellers' Agent within the Survival Period, or if any Seller or the Shareholder breaches (or if any Person other than the Buyer alleges facts that, if true, would mean any Seller or the Shareholder has breached) any covenants of any Seller or the Shareholder contained herein or any representations, warranties, agreements, warranties or covenants of any Seller or the Shareholder contained in any Other Seller Agreement and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against gives notice thereof to the Sellers pursuant to Section 10(h) below within the applicable survival periodSellers' Agent, then the Sellers and the Shareholder agree to jointly and severally indemnify and hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, to or caused by any of the breach; provided, however, that foregoing regardless of whether the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in are suffered during or after the nature of, or caused by the Survival Period. In determining whether there has been a breach of any representation or warranty or covenant of Sellers contained in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches Section 3.1 and in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess determining for purposes of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that preceding sentence the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability amount of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct suffered by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the Buyer, such representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, shall not be limited to the portion of the Purchase Price actually received by such Seller qualified (other than by the breach by a Seller of his/her individual representations and warranties references to "material" set forth in Section 3(a3.1(u)).) by "material," "

Indemnification Provisions for Benefit of the Buyer. In the event Target or any Buyer suffers Adverse Consequences after the Closing as a result of (i) In the event Sigma6 breach by Sellers or the Sellers, as applicable, breach Target of any of their representationsrespective representations and warranties contained in section 3(b) or 4 hereof or of any covenant in section 2, warranties, agreements, and covenants contained herein5 or 6 hereof, (ii) any third party claim with respect to the operation of the Business or other than actions of Target prior to the Closing Date (except to the extent any such claim constitutes a breach by a Seller of his/her individual representations and warrantiesliability included on the Closing Net Asset Statement), which are addressed in Section (8)(b)(iiiii) below) and provided that the particular representation, warranty, agreementany Excluded Liability or Pre-Closing Environmental Liability, or covenant survives (iv) any material breach or default by Target under any of the Contracts prior to the Closing and Date (each, a "BUYER INDEMNIFICATION MATTER"), provided that the Buyer makes a written claim for indemnification against the Sellers Majority Holders pursuant to Section 10(hsection 11(h) below within the applicable survival periodperiod described above, then the Sellers agree to Majority Holders jointly and severally agree to indemnify and hold harmless the Buyer and its Affiliates, and their respective directors, officers, shareholders and employees (collectively, the "BUYER PARTIES") from and against the entirety of any Adverse Consequences the Buyer Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Parties may suffer after the end of the any applicable survival period period) directly resulting from, arising out of, relating to, in the nature of, from or caused by the breachsuch Buyer Indemnification Matter (calculated as set forth in subsection (e) below); provided, however, that the Sellers (A) no Majority Holder shall not have any obligation to indemnify any of the Buyer Parties from and or against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of from any representation or warranty or covenant of Sellers in this Agreement (i) Buyer Indemnification Matter until the Buyer has Parties have suffered aggregate losses Adverse Consequences by reason of all such breaches Buyer Indemnification Matters in excess of a $15,000 threshold (at 375,000 in the aggregate, after which point the Sellers Majority Holders will be obligated only to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer Parties from and against further such Adverse Consequences)) and (B) there will be a $10,000,000 aggregate ceiling on the aggregate obligation of Majority Holders under this section 9(b) and any other sections of this Agreement providing for indemnification by Majority Holders; provided, further, however, that the limitations set forth in items (a) in (iA) and (iiB) above specifically shall not apply to the liability (x) any breach of Sellers with respect to Adverse Consequences resulting from a covenant set forth in section 2, 5 or attributable to intentional fraud 6, or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained representation set forth in Section 4(gsection 4(1)(ix), Section 4(hhereof, or (y) and Section 4(nany indemnification for any Excluded Liability, except such excluded Liabilities as are described in clause (a) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by definition thereof and are not described in any other clause of such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))definition.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or any of the Sellers, as applicable, breach Sellers breaches any of their representations, warranties, agreements, and or covenants contained herein, (other than a breach by a Seller of his/her individual representations and warrantiesand, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 10(h) below within the applicable survival periodperiod as stated in Section 7(a) above, then each of the Sellers agree agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences (except as limited immediately below in this Section 7(b)) the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). Notwithstanding the foregoing, each Seller's duty to indemnify hereunder shall be limited to his respective ownership of Company Shares as stated in Section 4(b) of the Company Disclosure Schedule. Sellers shall have no obligation to indemnify the Buyer following Closing from and against any representation or warranty or covenant Adverse Consequences under this Section 7(b) if the Buyer had actual knowledge of the breach giving rise to the Adverse Consequence before Closing. Furthermore, Sellers in this Agreement (ishall have no obligation to indemnify the Buyer against Adverse Consequences under Section 7(b) until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a an aggregate deductible equal to $15,000 threshold ?(at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses Adverse Consequences relating back to the first dollar). Lastly, there is an aggregate ceiling on the obligation of Sellers to indemnify the Buyer from and against any and all Adverse Consequences under Section 7(b) or (ii) in excess of the Purchase Price equal to $500,000 ?(after which point the Sellers shall will have no obligation to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach Seller breaches any of their representations, warranties, agreements, and its representations or warranties contained in Section 4 herein or any of the Seller or Seller Shareholders breaches any of its covenants contained herein, in Section 6 (other than a breach by a Seller of his/her individual representations and warranties, which are addressed the Covenant Not to Compete as contained in Section (8)(b)(ii) below6(e)) and provided that the particular representation, warranty, agreement, warranty or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(h) below herein within the applicable survival period, then the Sellers agree Seller agrees to jointly indemnify the Buyer from and severally against any Adverse Consequences (x) in excess of $100,000 in the aggregate and (y) for an amount not to exceed $1 million in the aggregate ($500,000 of which shall be deposited by the Seller into an interest bearing escrow mutually acceptable to the Buyer and Seller not to be released prior to eighteen (18) months without Buyer's consent), the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences period) resulting from, arising out of, relating to, in the nature of, or caused by the breach in the event of any representation fraud, deceit, intentional misrepresentation or warranty or covenant of Sellers in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct active concealment by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such or Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))Shareholders.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers(A) The Seller shall indemnify, as applicable, breach any of their representations, warranties, agreements, defend and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that hold harmless the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below within the applicable survival period, then the Sellers agree to jointly and severally indemnify the Buyer its Affiliates from and against the entirety of any and all Adverse Consequences the Buyer or any such Affiliate may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or such Affiliate may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by (a) any breach of a representation or warranty of the breachSeller contained in this Agreement or in any other Transaction Agreement (other than the representations in Sections 3(l) and 3(m) hereof for which the Seller shall not have any indemnification obligation), (b) any breach of a covenant of the Seller contained in this Agreement or in any other Transaction Agreement (other than breaches of Section 6(k)), (c) any Liability of the Seller with respect to the Division or of the Division Subsidiaries of which Seller had Knowledge and which was not disclosed to the Buyer prior to the Closing (regardless of whether the Liability is an Assumed Liability), or (d) the occurrence or the continuation of any Seller Financial Statement Default; provided, however, that (x) the Sellers Seller shall not have any obligation to indemnify the Buyer and/or its Affiliates under this Section 8(b)(i)(A) from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any breach (or alleged breach) or Liability of the breach of any representation or warranty or covenant of Sellers type referred to in this Agreement clauses (ia), (b) and (c) above until the Buyer has and/or its Affiliates have suffered aggregate losses Adverse Consequences by reason of all such breaches (or alleged breaches) or Liabilities in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such 1 million aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price deductible (after which point Sellers shall have no obligation the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, it being acknowledged that the limitations Seller's obligation under this Section 8(b)(i)(A) with respect to any matters of the type referred to in clause (d) above shall not be subject to the limitation set forth in this clause (ax), (y) in (ino event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates under this Section 8(b)(i)(A) from and (ii) above specifically shall not apply to against Adverse Consequences exceed $15 million in the liability of Sellers aggregate with respect to Adverse Consequences resulting from, arising out of, relating to, or caused by breaches (or alleged breaches), Liabilities or matters of the type referred to in clauses (a), (b), (c) and (d) above (other than breaches of Section 6(e)) that occur prior to the first anniversary of the Closing Date, and (z) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates under this Section 8(b)(i)(A) from and against Adverse Consequences exceed the Second Cap Amount with respect to Adverse Consequences resulting from, arising out of, relating to, or attributable caused by (1) breaches (or alleged breaches) or Liabilities of the type referred to intentional fraud or any willful misconduct by the Sellers and in clauses (a), (b) in and (ic) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than breaches of Section 6(e)) that occur after the breach by a Seller first anniversary of his/her individual representations the Closing Date and warranties no later than 18 months after the Closing Date and/or (2) matters of the type referred to in Section 3(a))clause (d) above that occur after the first anniversary of the Closing Date and no later than the third anniversary of the Closing Date.

Indemnification Provisions for Benefit of the Buyer. (i) In If the event Sigma6 Seller breaches (or if any third party alleges facts that, if true, would mean that the Sellers, as applicable, breach Seller has breached) any of their its representations, warranties, agreements, and warranties or covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below within the applicable survival periodthis Agreement, then the Sellers agree to jointly and severally Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences which the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that the Seller and the Stockholder shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or representation, warranty or covenant of Sellers in this Agreement the Seller or the Stockholder (iA) until the sum of the Adverse Consequences suffered by the Buyer has suffered aggregate losses by reason of all such breaches in excess of the Seller or Stockholder exceeds a $15,000 threshold 10,000 aggregate deductible (at after which point the Sellers Seller and the Stockholder will be obligated to indemnify the Buyer from and against all further such aggregate indemnifiable losses relating back to the first dollarAdverse Consequences) or (iiB) in excess to the extent the Adverse Consequences the Buyer has suffered by reason of the Purchase Price all such breaches exceeds a $4,150,000 aggregate ceiling (after which point Sellers shall the Seller and the Stockholder will have no obligation to indemnify the Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) . The foregoing deductible and (ii) above specifically ceiling provisions shall not apply to any breach by the liability Seller or the Stockholder of Sellers the aforementioned representations and warranties if the Seller or the Stockholder had knowledge of such breach at any time prior to the date on which such representation or warranty is made or to any breach of any covenant of the Seller or the Stockholder, and the Seller and the Stockholder shall be liable for the entirety of such Adverse Consequences with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))breaches.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or event: (x) the Sellers, as applicable, Sellers breach any of their representationsrepresentations or warranties (without giving effect to any supplement to the Schedules, warrantiesany qualification as to materiality, agreementsMaterial Adverse Effect, and covenants Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value) contained herein, herein (other than a breach by a Seller of his/her individual representations and warranties, which are addressed representation or warranty contained in Section 4(c)(iii)); (8)(b)(iiy) belowthere is an applicable survival period pursuant to Section 8(a); and (z) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h11(g) below within the applicable such survival period, then the 24 Sellers agree to jointly and severally indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences to the extent they are caused proximately by the breach and suffered by such the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breachIndemnitees; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer Indemnitees from and against any such Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (iA) until the Buyer has Indemnitees, in the aggregate, have suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated an aggregate deductible amount equal to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess 1% of the Purchase Price (after which point the Sellers shall be obligated only to indemnify the Buyer Indemnitees from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer Indemnitees, in the aggregate, have suffered by reason of all such breaches exceeds an aggregate ceiling amount equal to 50% of the Purchase Price (after which point the Seller shall have no obligation to indemnify the Buyer Indemnitees from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 NMP or the Sellers, as applicable, breach any of their representations, warranties, agreements, and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below within the applicable survival period, then the Sellers agree agree, without affecting the right of contribution which such Sellers shall have among themselves with respect to this Section 8(b), to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 50,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of 25% of the actual Purchase Price paid to Sellers (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above (but not (ii) above) specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to 25% of the portion of the Purchase Price actually received by such Seller (other than in the case of intentional fraud by such Seller and other than the breach by a Seller of his/her individual representations representatives and warranties in Section 3(a)).

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 event: (x) of (1) any inaccuracy, violation or breach of any of the Sellers’ representations or warranties (without giving effect to any supplement to the Schedules or any qualification as to materiality, as applicable, breach any of their representations, warranties, agreements, and covenants Seller Material Adverse Effect or Seller Adverse Effect) contained herein, herein (other than a breach by a Seller of his/her individual representations and warrantiesor warranties contained in Sections 3(b)(iv) (Brokers), which are addressed in Section 4(c)(Capitalization), 4(g) (8)(b)(ii) belowTax) and provided that 4(u)(vii) (ERISA)) or (2) any Adverse Consequences attributable to any Buyer’s Title Objections in excess of the particular representation, warranty, agreement, or covenant survives the Closing first $100,000 thereof; (y) there is an applicable survival period pursuant to Section 9(a); and that (z) the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h12(m) below within the applicable such survival period, then from and after Closing the Sellers agree to agree, jointly and severally severally, to release, indemnify and hold harmless the Buyer Indemnitees from and against the entirety of any Adverse Consequences actually suffered by the Buyer may suffer through and after Indemnitees to the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting fromextent relating to or arising from such inaccuracy, arising out of, relating to, in the nature of, violation or caused by the breachbreach or Buyer’s Title Objection; provided, however, provided that the Sellers shall not have any obligation to indemnify the Buyer Indemnitees from all such inaccuracies, violations and against any Adverse Consequences resulting from, arising out of, relating tobreaches and or Buyer’s Title Objection until the Buyer Indemnitees, in the nature ofaggregate, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (i) until the Buyer has have suffered aggregate losses Adverse Consequences by reason of the sum of all such inaccuracies, violations and breaches and all such Buyer’s Title Objections in excess of a an aggregate deductible amount equal to $15,000 threshold (5,000,000, at which point the Sellers will shall be obligated to indemnify the Buyer Indemnitees from and against fifty percent (50%) of the next $5,000,000 of Adverse Consequences by reason of such sum of all such aggregate indemnifiable losses relating back to the first dollar) inaccuracies, violations or (ii) in excess breaches and all such Buyer’s Title Objections and 100% of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to all Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))exceeding $10,000,000.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, Stockholders breach any of their representations, warranties and covenants contained herein (ignoring for purposes of determining whether or not any such breach has occurred, or the amount of Adverse Consequences associated therewith, any materiality qualifiers in such representations, warranties, agreements, and covenants contained hereinand any language in such representations, (other than warranties, and covenants providing that a breach by will only occur if it could reasonably be expected to have a Seller of his/her individual representations and warrantiesMaterial Adverse Effect or any similar language), which are addressed in and, if there is an applicable survival period pursuant to Section (8)(b)(ii) below) and 8(a), provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes delivers a written claim for indemnification against to the Sellers pursuant to Section 10(h) below Representative within the applicable survival periodperiod stated in Section 8(a), then the Sellers agree to jointly Stockholders, severally but not jointly, will indemnify, defend and severally indemnify hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach), net of any insurance proceeds received by the Company or the Buyer (or which would have been received but for a failure to properly file the insurance claim) in respect of such Adverse Consequences; provided, however, that (i) the Sellers Stockholders shall not have any obligation be obligated to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant of Sellers the Stockholders contained in this Agreement (i) until Section 4 only if and to the extent that the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (iialleged breaches) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences)$100,000; provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically no Stockholder shall not apply be liable for indemnification pursuant to the liability this Section 8(b) for any individual claim in excess of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct such Stockholder's Percentage Interest multiplied by the Sellers and twenty-five percent (b25%) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained amount of such claim or, for all claims in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shallaggregate, in all events, be limited to the portion excess of such Stockholder's Percentage Interest multiplied by twenty-five percent (25%) of the Purchase Price actually received by plus any Performance Payment made hereunder, except to the extent that such Seller indemnification obligation arises out of (other than A) the breach by such Stockholder of his or her representation and warranty as to ownership of Company Shares contained in the second sentence of Section 4(b), (B) actual fraud by such Stockholder or (C) such Stockholder's breach of his or her obligation to pay his or her allocable share of the Adjustment Amount under Section 2(e)(vi); and (iii) no Stockholder shall be liable for indemnification pursuant to this Section 8(b) in respect of Adverse Consequences arising solely from another Stockholder's breach of an individual, but not joint, covenant of such other Stockholder under this Agreement. For purposes of determining Adverse Consequences, any materiality qualifiers in such representations, warranties, and covenants shall be disregarded, including without limitation, any qualifier that a Seller of his/her individual representations breach will only occur if it could reasonably be expected to have a Material Adverse Effect or any similar language. Each Stockholder shall be liable for and warranties indemnify the Buyer against Taxes imposed on, allocated to, or incurred by such Stockholder as set forth in Section 3(a9 of this Agreement, without being subject to the limitations contained above in this Section 8(b)). Notwithstanding any other provision of this Agreement, the Stockholders' liability for Taxes under Section 9 shall survive the Closing for the full period of all applicable statutes of limitation giving effect to any waiver, mitigation, or extension thereof.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 the Seller breaches (or in the Sellersevent any third party alleges facts that, as applicableif true, breach would mean the Seller has breached) any of their its representations, warranties, agreements, and covenants contained hereinin this Agreement, (other than a breach by a Seller of his/her individual representations and warrantiesand, which are addressed in Section (8)(b)(iiif there is an applicable survival period pursuant to Sec. 8(a) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(hSec. 10(g) below within the applicable such survival period, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences Losses the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Losses the Buyer may suffer after the end of the any applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that the Seller shall not have any obligation to indemnify the Buyer from and against any Losses resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant of Sellers the Seller contained in this Agreement (iSec. 3(f)-(i) and Sec. 3(k)-(v) above until the Buyer has suffered aggregate losses Losses by reason of all such breaches (or alleged breaches) in excess of a $15,000 250,000 aggregate threshold (at which point the Sellers Seller will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses Losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); providedand, provided further, however, that the limitations set forth (aSeller's obligations under this Sec. 8(b)(i) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences Losses resulting from from, arising out of, relating to, in the nature of or attributable to intentional fraud caused by, the breach (or alleged breach) of any willful misconduct by repre- sentation or warranty of the Sellers Seller contained in Sec. 3(f)-(i) and (b) in (iSec. 3(k)-(v) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))$20,000,000.00.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or the Sellers, as applicable, breach Seller breaches any of their its representations, warranties, agreements, and covenants contained hereinin this Agreement, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in Section (8)(b)(ii) below) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(h) below within the applicable survival period, then the Sellers agree Seller agrees to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers Seller shall not have be obligated to indemnify the Buyer for any obligation single claim of less than $5,000, unless the Buyer has accumulated a group of claims, each of which is less than $5,000, which aggregates at least $25,000; provided, further, no claim for breach of 3(o) (receivables) shall be made until the Adverse Consequences exceeds the Questionable Receivables Discount, and no claim for breach of 3(s) (product warranty) shall be made until the Adverse Consequences exceeds $30,000.00. The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the breach Seller which is not an Assumed Liability or any Liability of the Buyer arising by operation of law (including under any bulk transfer law of any representation jurisdiction or warranty under any common law doctrine of de facto merger or covenant of Sellers in this Agreement (isuccessor liability) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall is not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))an Assumed Liability.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 the Shareholders breach (or in the Sellersevent that any third party alleges facts that, as applicableif true, breach would mean that the Shareholders have breached) any of their representations, warrantieswarranties (or any of such representations or warranties is untrue or inaccurate), agreementscovenants and agreements contained herein or in any certificate, and covenants contained hereindocument, (other than a breach by a Seller of his/her individual representations and warrantiesinstrument or agreement delivered pursuant to this Agreement, which are addressed in Section (8)(b)(ii) below) and and, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes Indemnified Buyers (as hereafter defined) make a written claim for indemnification against the Sellers Shareholders pursuant to Section 10(h) below within the applicable survival periodclaim period provided in Section above, then the Sellers Shareholders agree to jointly and severally indemnify the Buyer and each of its officers, directors, employees, representatives and shareholders (the "Indemnified Buyers") from and against the entirety of any Adverse Consequences the Buyer Indemnified Buyers may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Indemnified Buyers may suffer after the end of the any applicable survival period claim period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that the Sellers Shareholders shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant of Sellers the Shareholders contained in this Agreement (i) Section , , -, , 4(p), 4(t), and above until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (iialleged breaches) in excess of the Purchase Price Indemnification Threshold (after which point Sellers shall have no obligation defined below). Notwithstanding anything in this Agreement to indemnify the contrary, the Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply be deemed to the liability of Sellers with respect to have suffered any Adverse Consequences resulting from or attributable as a result of Buyer's inability to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches take full advantage of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding deferred income tax benefits relating to accrued officer bonuses reflected on the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))Closing Date Balance Sheet.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 the Seller or the Sellers, as applicable, Seller Stockholders breach any of their representations, warranties, agreements, and covenants contained herein, (other than a breach by a Seller of his/her individual i) representations and warrantieswarranties contained in this Agreement, which are addressed in and, if there is an applicable survival period pursuant to Section (8)(b)(ii8(a) below) and above, provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller or the Seller Stockholders, as the case may be, pursuant to Section 10(h10(g) below within the applicable such survival period, or (ii) covenants contained in this Agreement, and the Buyer makes a written claim for indemnification against the Seller or the Seller Stockholders, as the case may be, pursuant to Section 10(g) below, then the Sellers Seller and the Seller Stockholders, jointly and severally, agree to jointly and severally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the any applicable survival period period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that (A) the Sellers Seller and the Seller Stockholders shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or representation, warranty or covenant of Sellers in this Agreement (i) the Seller or the Seller Stockholders until the Buyer has suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of US$50,000 in the aggregate (the "Basket"), in which case the Buyer shall be entitled to recover the full amount of such claims, including the amounts included in the Basket, pursuant to this Agreement, and (B) there shall be a $15,000 threshold (at which point US$500,000 aggregate ceiling on the Sellers will be obligated obligation of the Seller and the Seller Stockholders to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from from, arising out of, relating to, in the nature of, or attributable to intentional fraud or any willful misconduct caused by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any such breaches of the representations and representations, warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion or covenants of the Purchase Price actually received by such Seller (other than or the breach by a Seller of his/her individual representations and warranties in Section 3(a))Stockholders.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 or event: (x) the Sellers, as applicable, breach Seller breaches any of their representationsits representations or warranties (without giving effect to any supplement to the Schedules, warrantiesany qualification as to materiality, agreementsMaterial Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value, except with respect to (A) the representations and covenants warranties in Section 4(c)(ii) and (B) the representations and warranties in Section 4(d)(iii) with respect to latent defects, for which in each such case qualifications as to Knowledge shall be given effect) contained herein, herein (other than a breach by a Seller of his/her individual representations and warranties, which are addressed representation or warranty contained in Section 4(f)); (8)(b)(iiy) belowthere is an applicable survival period pursuant to Section 8(a); and (z) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Sellers Seller pursuant to Section 10(h11(g) below within the applicable such survival period, then the Sellers agree Seller agrees to jointly release and severally indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences suffered by the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, arising out of, relating to, in the nature of, or caused by the breachIndemnitees; provided, however, that the Sellers Seller shall not have any obligation to release and indemnify the Buyer Indemnitees from and against any such Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (iA) until the Buyer has Indemnitees, in the aggregate, have suffered aggregate losses Adverse Consequences by reason of all such breaches in excess of a $15,000 threshold (at which point the Sellers will be obligated an aggregate deductible amount equal to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess 1% of the Purchase Price (after which point Sellers the Seller shall be obligated only to release and indemnify the Buyer Indemnitees from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer Indemnitees, in the aggregate, have suffered by reason of all Adverse Events exceeds an aggregate ceiling amount equal to 50% of the Purchase Price (after which point the Seller shall have no obligation to release and indemnify the Buyer Indemnitees from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers deductible amount with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h4(c)(i) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, shall be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))$190,000.

Indemnification Provisions for Benefit of the Buyer. (i) In the event Sigma6 of: (x) any inaccuracy, violation or the Sellers, as applicable, breach in any of their representations, warranties, agreements, representation or warranty contained in Article 4 and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed referred to in Section 8(a)(ii) or (8)(b)(ii) belowiii) and provided that the particular representation, warranty, agreement, or covenant survives the Closing and that (y) the Buyer makes Indemnitees make a written claim for indemnification against the Sellers Seller pursuant to Section 10(h11(g) below within the applicable survival periodperiod pursuant to Section 8(a), then from and after Closing, the Sellers agree Seller agrees to jointly indemnify and severally indemnify hold harmless the Buyer Indemnitees from and against the entirety of any Adverse Consequences suffered by the Buyer may suffer through and after Indemnitees to the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting fromextent arising from such inaccuracy, arising out of, relating to, in the nature of, violation or caused by the breach; provided, however, provided that the Sellers Seller shall not have any obligation to indemnify the Buyer Indemnitees from and against any such individual inaccuracy, violation or breach until the Buyer Indemnitees have suffered Adverse Consequences resulting fromin excess of $100,000 (the “Claim Threshold”), arising out ofat which time the Buyer Indemnitees shall be entitled to receive the entire amount of such Adverse Consequences in respect of such indemnification claim (including the portion not in excess of the Claim Threshold) (such indemnification claim, relating toa “Qualifying Buyer Indemnity Claim”), subject to the remaining provisions of this Article 8; provided, further, that the Seller shall not have any obligation to indemnify the Buyer Indemnitees from any Qualifying Buyer Indemnity Claim until the Buyer Indemnitees, in the nature ofaggregate, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (i) until the Buyer has have suffered aggregate losses Adverse Consequences by reason of the sum of all such breaches Qualifying Buyer Indemnity Claims in excess of a an aggregate deductible amount equal to $15,000 threshold 500,000 (the “Deductible”), at which point the Sellers will Seller shall be obligated to indemnify the Buyer Indemnitees from and against all such aggregate indemnifiable losses relating back Adverse Consequences in respect of all Qualifying Buyer Indemnity Claims exceeding the Deductible, subject to the first dollar) or (ii) in excess other provisions of the Purchase Price (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers and (b) in (i) above specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to the portion of the Purchase Price actually received by such Seller (other than the breach by a Seller of his/her individual representations and warranties in Section 3(a))this Article 8.