Common use of Obligation to Indemnify Clause in Contracts

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Seller agrees to indemnify, defend and hold harmless Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any breach of any of the representations and warranties of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article 10X, Seller VFL agrees to indemnify, defend and hold harmless Buyer Purchaser and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors Affiliates and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), assigns from and against all liabilities includingclaims, without limitationlosses, all costsliabilities, damages, deficiencies, costs or expenses, fines, orders, penalties and reasonable outside attorneys’ ' fees and disbursements (collectively, “Buyer "Losses,” " and individually a “Buyer "Loss”) "), asserted against, imposed upon or incurred or suffered by any of the Buyer Indemnified Partiesthem, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any breach of any of the representations and warranties of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard tax benefit to any Knowledge, materiality or Material Adverse Effect qualifications contained therein)indemnified party, (ii) any breach of insurance or reinsurance proceeds recoverable by any of the covenants and agreements of Seller contained in this Agreementindemnified party, and (iii) any Actions indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth on Schedule 10.2in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that the Buyer Indemnified Parties shall in no event will VFL be entitled to responsible (by indemnification under Section 10.2(a)(ior otherwise) for breach the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of representations changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and warranties made by Seller Service Related Agreement in Article 3 only when effect as of the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in excess accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the Deductible Amount. Notwithstanding anything else contained herein to result of changes (including any terminations) made by VFL or the contraryMutual Fund Payor and requested or approved by Purchaser; and provided, further, in the maximum amount for which Seller case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Buyer Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 10.2(a)(i) 3.16, shall not exceedbe affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the aggregatetermination of any such agreement or arrangement on less than 30 days' prior written notice, an amount equal to 30% with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of the Purchase Price such written notice (the “Cap”if any); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.

Obligation to Indemnify. (a) Subject to the expiration provisions of this Section IV.G, Company will indemnify and hold Purchaser, its Affiliates, and each of his agents and attorneys, and any person who controls Purchaser within the meaning of Section 15 of the representations and warranties Act or Section 20 of the parties as provided in and the limitations set forth in this Article 10Exchange Act (collectively, Seller agrees to indemnify, defend and hold harmless Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Purchaser Parties,” and individually each a “Buyer Indemnified Purchaser Party”), harmless from any and against all liabilities includinglosses, without limitationliabilities, all costsobligations, claims, contingencies, damages, reasonable costs and expenses, finesincluding all judgments, ordersamounts paid in settlements, penalties court costs and reasonable outside attorneys’ ' fees and disbursements costs of investigation (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred that any Purchaser Party may suffer or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason incur as a result of or arising out of or in connection with relating to (ia) any breach of any of the representations and warranties of Seller contained representations, warranties, covenants or agreements made by Company in this Agreement or in any certificate or the other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein)Transaction Documents, (iib) any breach action instituted against any Purchaser Party, or any of them or their respective Affiliates, by any stockholder of Company who is not an Affiliate of a Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents, unless such action is based upon a breach of Purchaser's representations, warranties or covenants and under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of Seller state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance, (c) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, or in a Registration Statement as amended by any post-effective amendment thereof by Company, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (d) any untrue statement or alleged untrue statement of a material fact included in any Prospectus, or any amendments or supplements to any Prospectus, in any free writing prospectus, in any “issuer information” as defined in Rule 433 under the Act, of Company, or in any Prospectus together with any combination of one or more of the free writing prospectuses, if any, or arising out of or based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (e) any Purchaser Party becoming involved in any capacity in any proceeding by or against any Person who is a stockholder of Company, except as a result of sales, pledges, margin sales and similar transactions by Purchaser to or with any current stockholder, solely as a result of Purchaser's acquisition of the Securities under this Agreement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) Company shall not exceed, in the aggregate, an amount equal be obligated to 30% indemnify any Purchaser Party for any Losses finally adjudicated to be caused solely by a false statement of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For material fact contained within written information provided by such Purchaser Party expressly for the purpose of clarity, subject to including it in the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Capapplicable Registration Statement.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10VII and in the Ancillary Agreements with respect to such agreements, Seller agrees Sellers, jointly and severally, agree to indemnify, defend and hold harmless Buyer and its Affiliates (including, after the ClosingBuyer, the Insurance Companies), Acquired Companies and their respective directors, officers, employees, agentsAffiliates, representativessuccessors, successors and permitted assigns, without duplication agents and representatives (collectively, the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified PartyIndemnitees”), ) following the Closing from and against all liabilities includingLosses (as hereinafter defined), without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with resulting from: (i) any breach the failure of any of the representations and warranties of Seller contained in Article III hereof to be true and correct as of the date of this Agreement or in any certificate the Closing Date (after giving effect to the Restructuring) (except with respect to such representations or other document delivered pursuant hereto (warranties which are made expressly as of a specified date or period, as to which indemnification hereunder shall be made only to the extent of the failure of such representations and warranties to be true and correct as of such specified date or period), determined without regard to any Knowledge, materiality qualifications or references to “Seller Material Adverse Effect qualifications Effect” contained thereinin any specific representation or warranty (other than the representation contained in clause (b) of the first paragraph of Section 3.9), (ii) any breach breach, violation or non-fulfillment of any of the covenants and agreements of Seller Sellers contained in this Agreement, the Xxxx of Sale or the Assignment and Assumption Agreement and (iii) any Actions set forth on Schedule 10.2; providedall of the Excluded Liabilities. As used in this Article VII, however“Loss” and “Losses” mean all losses, liabilities, damages, judgments, settlements, costs and expenses (including out-of-pocket costs of investigation and defense and reasonable attorneys’, consultants’ and experts’ fees and expenses and costs and expenses relating to corrective or remedial actions), subject to the reduction specified in Section 7.3(d). Without limiting the generality of the foregoing, the parties acknowledge and agree that (A) indemnification for consequential damages and diminution in value is permitted under this Section 7.3 and that the party defending any claim for such damages is permitted to contest the appropriateness of such damages on any specific claim and (B) the Indemnifying Party shall indemnify the Indemnified Party for punitive or exemplary damages for which a valid indemnification claim is made hereunder only to the extent paid to a Third Party Claimant or Governmental Entity. Notwithstanding anything herein to the contrary, (x) Buyer Indemnified Parties Indemnitees shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall not be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or Loss arising out of the Actions listed on Schedule 10.2. For the purpose or resulting from breach of clarity, subject a representation or warranty to the immediately preceding sentence, nothing in this Section 10.2(aextent Buyer Indemnitees would be entitled to indemnification for such Loss under clause (iii) shall be interpreted to impose liability on Seller for breaches of the representations first sentence of Section 7.3(a) and warranties there is no impediment to collection; and (y) Buyer Indemnitees shall not be entitled to indemnification for any Loss constituting the Assumed Portion of Seller under Article 3 in an aggregate amount greater than the CapEligible Liabilities.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Seller Company hereby agrees to indemnifyindemnify ------------------------- Indemnitee for, and release, defend and hold Indemnitee harmless Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against any and all claims, losses, costs, liabilities and other damages of whatever nature, kind or character, including but not limited to, liabilities that would not have been incurred had Indemnitee not entered into the Employment Agreement, or served as an employee, officer and/or director of the Company, judgements, demands, assessments, interest, liabilities under the Employee Retirement Income Security Act of 1974, as amended (including excise taxes or penalties, plan termination, withdrawal and funding liabilities), the value of time of Indemnitee at the rate of $5,000 a day (or portion thereof), environmental liabilities, any obligations of the Company for which Indemnitee is, or is asserted to be, personally liable therefor, liabilities for the Company's employment taxes and any and all other taxes, penalties, excise and similar taxes, impositions, fines, settlements, and reasonable expenses, including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ attorney fees and disbursements Proceedings (collectively, “Buyer Losses,” and individually a “Buyer Loss”as defined below) incurred or suffered by in any of the Buyer Indemnified Parties, directly or indirectly, by reason of way related to or arising out of or in connection with (ia) any breach of any Indemnitee being (and/or having been) an employee, officer and/or director of the representations Company or a trustee or a fiduciary to any benefit plan, including without limitation, any act, omission or other matter in any way connected therewith, and/or (b) Indemnitee serving (and/or having served) the Company in any other capacity contemplated by the Employment Agreement, including, without limitation, any act, omission or other matter in any way connected therewith (collectively, the "Damages"). Company acknowledges and warranties agrees that the foregoing terms of Seller contained this section and the terms of the other sections of this Agreement are intended to apply REGARDLESS OF THE TIMING, GROUNDS OR NATURE OF ANY PROCEEDINGS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON INDEMNITEE'S NEGLIGENCE, CONTRACT, STATUTE, INTENTIONAL TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT INDEMNITEE WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES, except only to the extent that the Damages are finally adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to have been caused by the gross negligence or willful misconduct of Indemnitee (and any actions taken with the approval of the Bankruptcy Court will conclusively be deemed not to constitute gross negligence or willful misconduct). The obligations of Company hereunder shall be applicable to all Proceedings (as defined below) and Damages as set forth in this Agreement regardless of when Proceedings or Damages occurred or accrued or such Proceedings are commenced or threatened, or whether actions or omissions or other events on which they are based, allegedly took place or failed to occur, before or after the effective date of this Agreement or the commencement or termination of Indemnitee's service as an employee, officer, director or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii) any breach of any of capacity for the covenants and agreements of Seller contained in this Agreement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, Company as contemplated in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Employment Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10VIII, Seller Parent and each Seller, jointly and severally, agrees to indemnify, defend indemnify and hold harmless Buyer and its Affiliates (Affiliates, including, after the Closing, the Insurance Companies), Acquired Companies and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication the Acquired Company Subsidiaries (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all liabilities losses and out-of-pocket expenses (including reasonable attorneys’ fees and expenses of outside counsel) but not including punitive, exemplary, consequential and all other kinds of special damages (including, without limitation, all lost profits and opportunity costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements ) (collectively, “Buyer Losses,” and individually a “Buyer Loss”) to the extent actually incurred or suffered by any as a result of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any breach of any of the representations and warranties of Seller Sellers contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein)Section 3.1, (ii) any breach of any of the covenants and agreements of Seller Sellers contained in this Agreement, and Agreement or (iii) any Actions set forth on Schedule 10.2the Excluded Liabilities; provided, however, that neither Parent nor any Seller shall have any indemnification liability under this Agreement unless a claim is timely asserted during the Buyer Indemnified Parties survival period specified in Section 7.1; and provided, further, that neither Parent nor any Seller shall be entitled to have any indemnification liability under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when this Agreement unless the amount aggregate of all Buyer Losses arising therefrom exceedsfor which Parent and Sellers would, in the aggregatebut for this proviso, be liable, pursuant to this Section 8.1(a) exceeds $500,000 15,000,000 on a cumulative basis (the “Deductible AmountDeductible”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject and then only to the other provisions extent of any such excess; and provided, further, that neither Parent nor any Seller shall have any liability under Section 8.1(a)(i) or Section 8.1(a)(ii) for any individual item of Loss that is less than $25,000 (for this Agreement, in excess purpose any individual item shall include any series of related actions) and such items shall not be aggregated for purposes of the Deductible Amountsecond proviso to this Section 8.1(a). Notwithstanding anything else contained herein to the contraryIn any event, the maximum amount for which Seller Parent and Sellers shall be liable for Buyer Losses in the aggregate under this Section 10.2(a)(i8.1(a) shall not exceed, in the aggregate, an amount equal to 30exceed 20% of the Purchase Price Price, as adjusted pursuant to Section 2.3 (the “Indemnification Cap”); and provided, however, further that the Deductible Amount and the Indemnification Cap shall not apply to or limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a(w) shall be interpreted to impose liability on Seller for breaches any breach of the representations and warranties of Seller Sellers contained in Section 3.1(a), Section 3.1(b) and Section 3.1(o), (x) a claim for indemnity pursuant to Section 9.1(a), (y) any breach of any of the covenants and agreements of Sellers contained in this Agreement or (z) the Excluded Liabilities. Solely for purposes of determining whether Parent or Sellers are obligated to provide indemnification and the amount of any Losses for which Parent or Sellers shall be liable to the Buyer Indemnified Parties under Article 3 this Section 8.1(a), each representation and warranty of Sellers contained in an aggregate amount greater than this Agreement shall be read without regard and without giving effect to the Capterms “material,” “in all material respects” or “Company Material Adverse Effect.”

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Section 13.1 and the limitations set forth in this Article 1013, Seller PLC agrees to indemnify, defend and hold harmless Buyer Fortis and its Affiliates (including, after the Closing, the Insurance Companies), and each of their respective directors, officers, employees, agents, representatives, successors employees and assigns, without duplication assigns (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified PartyPurchaser Indemnitees”), ) from and against all liabilities includingclaims, without limitationlosses, all liabilities, damages, deficiencies, costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) ), asserted against, imposed upon or incurred or suffered by any of the Buyer Indemnified Partiesthem, directly or indirectly, by reason of or arising out of or in connection with (i) any misrepresentation, breach of or inaccuracy in any representation or warranty of the representations and warranties of Seller contained Sellers in this Agreement or in any certificate or the Related Agreements (other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained thereinthan the CAO Certifications), (ii) any breach of or failure to perform any covenant, undertaking or agreement of the covenants and agreements of Seller contained Sellers in this AgreementAgreement or the Related Agreements (other than the CAO Certifications), and (iii) any Actions set forth on Schedule 10.2; providedTax Losses in accordance with Article 9, however(iv) Business Employee Plans in accordance with Section 8.8(d), (v) Indemnified Matters, or (vi) the reasonable costs to the Purchaser Indemnitees of enforcing this indemnity against PLC provided that such costs are awarded to the Buyer Indemnified Parties Purchaser Indemnitees in accordance with Section 15.6(d). The Purchaser Indemnitees shall be entitled to indemnification under this Section 10.2(a)(i13.2(a) for breach Losses in respect of representations the matters described in clause (i) immediately above and warranties made by Seller in Article 3 respect of matters described in clause (g) of the definition of “Indemnified Matters” only when the aggregate amount of all Buyer such Losses arising therefrom exceeds, in the aggregate, exceeds $500,000 2,500,000 (the “Deductible Basket Amount”), in which case the Buyer Indemnified Parties Purchaser Indemnitees shall be entitled to indemnification for any and all Buyer Losses, subject to the other provisions of this Agreement, such Losses but only in excess of the Deductible Basket Amount; provided, however that Losses incurred by the Purchaser Indemnitees for breaches of the representations and warranties contained in Sections 5.6, 5.9, 6.2 and 6.11 and Article 9 shall not be subject to the Basket Amount. Notwithstanding anything else contained herein to the contraryIn addition, the maximum amount for which Seller Sellers shall be liable for Buyer Losses under Section 10.2(a)(iclause (i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price exceed $180,000,000 (the “CapMaximum Indemnification Obligation”); provided, however, that Losses incurred by the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller Purchaser Indemnities for breaches of the representations and warranties contained in Sections 5.6, 5.9, 6.2 and 6.11 and Article 9 shall not be subject to the Maximum Indemnification Obligation. For purposes of Seller under Article 3 this Section 13.2(a), and in an aggregate amount greater than particular clauses (i) and (ii) of the Capfirst sentence of this Section 13.2(a), the provisions contained in Articles 5 and 6 shall only be considered representations and warranties, and shall not be considered covenants, undertakings or agreements of the Sellers, PLAIC, Empire or the Companies. For purposes of this Section 13.2(a), Losses asserted against, imposed upon or incurred by FBIC, FFLIC or any of their respective directors, officers, employees, Affiliates or assigns as a result of a violation of any of the representations of each of PLICO, PLAIC and Empire contained in Section 4 of the Indemnity Reinsurance Agreement to which such Person is a party shall not be subject to the Basket Amount or the Maximum Indemnification Obligation with respect to Sellers. Notwithstanding the foregoing provisions of this Section 13.2(a), for the avoidance of doubt Losses shall not include any Loss arising from (i) any liability, obligation or other matter for which Purchaser, FBIC or FFLIC is liable pursuant to any of the Indemnity Reinsurance Agreements or any other Related Agreement, (ii) any Assumed Liabilities, or (iii) any liabilities or obligations to the extent set forth on the Post Closing Equity Schedule.

Obligation to Indemnify. (a) Subject The Stockholders jointly and severally agree to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Seller agrees to do hereby indemnify, and agree to defend and hold harmless Buyer Celcor and its Affiliates (including, after the Closing, the Insurance Companies), Surviving Corporation and their respective directors, officers, employees, agentsfiduciaries, representativesagents and affiliates, successors and assignseach other person, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”)if any, from and who controls such persons, harmless against all liabilities includingany claims, without limitationactions, all costssuits, proceedings, investigations, losses, expenses, damages, obligations, liabilities, judgments, fines, ordersfees, penalties costs and expenses (including costs and reasonable outside attorneys’ fees ' fees) and disbursements amounts paid in settlement of any pending, threatened or completed claim, action, suit, proceeding or investigation (collectively, “Buyer collectively "Loss" or "Losses,” and individually a “Buyer Loss”") incurred which arise or suffered by any of the Buyer Indemnified Parties, directly result from or indirectly, by reason of or arising out of or in connection with are related to (i) any breach or failure of Northeast and the Stockholders to perform any of the representations and warranties of Seller contained in this Agreement their covenants or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein)agreements set forth herein, (ii) any breach the inaccuracy of any of the covenants representation or warranty made by Northeast and agreements of Seller contained in this AgreementStockholders herein, and (iii) any Actions set forth fixed or contingent obligation or liability of Northeast (including but not limited to liabilities arising in tort, contract, guarantees and indemnities) which existed as of the Closing Date and would be required by GAAP to be disclosed on Schedule 10.2; providedNortheast's financial statements, or in the notes thereto, and is not so disclosed prior to Closing, and (iv) any liability for Taxes, other than those which are accrued as liabilities of Northeast, together with interest and penalties and additions to tax, if any, arising out of tax assessments. No liability shall attach under this Section 9.02, however, that until Celcor has incurred a Loss or Losses in the Buyer Indemnified Parties aggregate totaling fifty thousand dollars ($50,000) and no claim shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made asserted by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, Celcor after one year in the aggregate, $500,000 case of claims asserted on the basis of clause (the “Deductible Amount”i), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, two years in the aggregatecase of a claim asserted on the basis of clause (ii) or (iii), an amount equal to 30% and no time limitation in the case of a claim asserted on the Purchase Price basis of clause (the “Cap”iv); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Seller Redeveloper agrees to indemnify, defend indemnify and hold harmless Buyer the Borough and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employeesofficials, agents, representativesservants, successors employees and assignsconsultants (collectively, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), ) harmless from and against any and all liabilities includingclaims, without limitationdemands, all costssuits, expensesactions, finesrecoveries, ordersjudgments, penalties and costs and expenses in connection therewith of any kind or nature, however arising, imposed by law or otherwise (including reasonable outside attorneys’ fees and disbursements expenses and experts’ fees and expenses) (collectively, “Buyer Losses,” and individually a “Buyer LossClaims”) incurred which the Indemnified Parties may sustain, be subjected to or suffered by any of the Buyer Indemnified Parties, directly or indirectlybe caused to incur, by reason of personal injury, death or damage to property, arising out of from or in connection with (i) the environmental testing and remediation, implementation, construction or maintenance,or any breach other activities of or on behalf of Redeveloper within the Property, except to the extent that any such claim or suit arises from the intentional or willful wrongful acts or omissions, or grossly negligent acts or omissions, of the representations Indemnified Parties. In addition to the foregoing, Redeveloper shall indemnify and warranties hold the Indemnified Parties harmless from and against any Claims in connection with any alleged violation by the Borough of Seller contained the Green Trust Project Agreement, as may have been amended or supplemented (the “Trust”) between the State of New Jersey by the Department of Environmental Protection and the Borough of Frenchtown, Hunterdon County dated February 3, 1998 and recorded in this Agreement or the Hunterdon County Recorder’s Office at Deed Book 1186 page 0108 arising from the use by the Project of Access Easement #3 recorded at Deed Book 913 page 840 and reserved in the Deed to the Borough at Deed Book 1186 page 0161. The Borough shall provide notice to Redeveloper of the subject Claims as soon as reasonably possible after their occurrence but in any certificate or other document delivered pursuant hereto case within ten (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii10) any breach of any days of the covenants and agreements Borough receiving actual or constructive notice of Seller contained in this Agreementthe subject Claims, and (iii) any Actions set forth on Schedule 10.2; provided, however, that in the Buyer event such notice is not timely received, Redeveloper shall only be excused of its obligations hereunder to the extent it is prejudiced by the failure to timely receive said notice. The obligation to indemnify the Indemnified Parties shall be entitled survive the termination or expiration of this Agreement with respect to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses any Claims arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject from any activities occurring prior to the other provisions issuance of this Agreement, in excess a Certificate of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.Completion

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10X, Seller agrees to indemnify, defend indemnify and hold harmless Buyer Purchaser and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors successors, permitted assigns and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), Affiliates from and against all liabilities includinglosses, without limitationliabilities, all costsclaims, expenses, fines, orders, penalties and expenses (including reasonable outside attorneys’ ' fees and disbursements expenses) and damages (collectively, “Buyer "Losses,” and individually a “Buyer Loss”") incurred to the extent arising from or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with related to (i) any breach of any of the representations and warranties of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein)Agreement, (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, and Agreement or any Ancillary Agreement which survive the Closing or (iii) any Actions set forth on Schedule 10.2; providedthe Excluded Liabilities and all other liabilities, howeverobligations or indemnities incurred, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made assumed or retained by Seller in Article 3 only when under the terms of this Agreement or any Ancillary Agreement (other than the Administrative Services Agreement). Seller shall not be required to make any payments pursuant to this Section 10.01(a)(i) unless and until the aggregate amount of all Buyer Losses arising therefrom exceeds, in the aggregate, claims pursuant to Section 10.01(a)(i) shall exceed $500,000 250,000 (the “Deductible "Threshold Amount”"), in after which case the Buyer Indemnified Parties Seller shall be entitled to indemnification responsible for all Buyer Losses, subject the entire amount of such claims going back to the other provisions of this Agreementfirst dollar, in excess of without regard to the Deductible Threshold Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) Threshold Amount shall not exceed, in the aggregate, an amount equal be applicable to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(ai) shall be interpreted to impose liability on Seller claims for breaches breach of the representations and warranties of Seller under Article 3 contained in an aggregate amount greater than Section 3.01, 3.02 and 3.15 and (ii) claims for indemnification attributable to any active, willful or reckless fraudulent misrepresentation, bad faith or willful misconduct by Seller. Except as set forth above, the CapThreshold Amount shall not be applicable to indemnification for the failure to fulfill any covenant or agreement contained herein or in any agreement or other document delivered pursuant to the terms hereof.

Obligation to Indemnify. (a) Subject to the expiration provisions of the representations Sections 9.2 ----------------------- and warranties of the parties as provided in 9.3 and the limitations procedures set forth in this Article 10Section 11, Seller agrees the Sellers jointly and severally agree to hold harmless and indemnify, defend and hold harmless Buyer and its Affiliates (including, after if prior to the Closing, the Insurance Companies)Perseus and LLC, and their respective directors, officers, employeesmembers and Affiliates, agentsor, representativesif on or after the Closing, successors the Subsidiaries and assignstheir Affiliates (collectively, without duplication (the “"Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”)") with respect to any liabilities, from and against all liabilities includinglosses, without limitationdamages, all costs, expenses, fines, orders, penalties and or costs (including reasonable outside attorneys’ legal fees and disbursements court costs) of any kind, which shall be suffered or incurred as a result of: (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (ia) any circumstances or state of facts constituting a breach of any of representation or warranty made by the representations and warranties of Seller contained Sellers in this Agreement or in any certificate or other document delivered pursuant hereto Agreement; (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (iib) any the breach of any covenants of the covenants and agreements of Seller Sellers contained in this Agreement, and ; (iiic) any Actions set forth Indemnified Liability; (d) any Special Environmental Liability; or (e) without giving effect to the disclosure of such liabilities on Schedule 10.2the exhibits attached hereto, any Special Tax Liabilities or Special Product Liabilities. "Special Tax Liabilities" means any Netherlands tax liability, including penalties and interest, resulting from the disallowance of interest deduction on loans owed to the Company and deducted by extending the fiscal year of certain Dutch Subsidiaries in 1996 and 1997. "Special Product Liabilities" means damages, losses, costs or expenses of the Company (including reasonable attorneys' fees) arising from product liability claims based on products sold prior to the Closing by the Company which exceed in the aggregate four hundred thousand United States dollars ($400,000). "Indemnified Liability" shall mean: (1) all amounts payable in respect of the "Make-Whole Amount" or "Modified Make-Whole Amount" as such terms are defined in the Note Purchase Agreement dated as of September 1, 1993 among Derby Holding B.V. ("DHBV"), Derby International and the purchasers named therein (the "Note Purchase Agreement") with respect to the purchase and sale of three series of Senior Notes of DHBV (the "Senior Notes"), less any profits realized under the interest rate swaps (the interest rate component and not the foreign exchange component) under the ISDA Master Agreement, dated September 15, 1994, between DHBV and Bankers Trust International plc; (2) all amounts accrued, paid or payable as interest in respect of the Senior Notes from November 11, 1997 through the January 31, 1998, plus fifty percent (50%) of amounts paid or payable in respect of accrued interest on the Senior Notes from and including February 1, 1998 to March 29, 1998, plus one hundred percent (100%) of amounts paid or payable in respect of accrued interest on the Senior Notes from and including March 29, 1998 to the Closing Date; (3) any interest accrued and payable after the Closing Date until the date of prepayment (or amounts payable in lieu of interest payable to enable prepayment on or about the Closing Date) in the event that the holders of the Senior Notes do not agree to the repayment of the Senior Notes on the Closing Date, provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.,

Obligation to Indemnify. (a) Subject From and after the Closing, and subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10XI, Seller, FGWLA and CLAC (it being understood that FGWLA and CLAC shall each only be liable under this Section 11.01(a) for matters relating specifically to it, but that Seller agrees shall be liable for all indemnification provided for by this Section 11.01(a)), agree to indemnify, defend indemnify and hold harmless Buyer Purchaser and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), Affiliates from and against all liabilities includinglosses, without limitationliabilities, all costsclaims, expenses, fines, orders, penalties and expenses (including reasonable outside attorneys’ fees and disbursements expenses) and damages but excluding lost profits or any punitive, exemplary, consequential or similar damages (collectivelyother than lost profits or any punitive, exemplary, consequential or similar damages actually paid to a third party in a Third Party Claim and lost profits not paid to a third party in a Third Party Claim to the extent set forth in Section 11.01(c)) (“Buyer Losses,” and individually a “Buyer Loss”) incurred (to the extent exceeding reserves, if any, with respect to such particular Losses reflected in the Final Statement of Assets and Liabilities and Final Net Worth Statement) to the extent arising from or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with related to (i) any breach of any of the representations and warranties of Seller Seller, FGWLA and CLAC contained in this Agreement or in any certificate or other document delivered pursuant hereto (determined without regard to any Knowledge, qualifications as to materiality or (including Sellers Material Adverse Effect qualifications contained Effect) therein), (ii) any breach of any of the covenants and agreements of Seller Seller, FGWLA or CLAC contained in this AgreementAgreement which covenants and agreements survive the Closing, and (iii) any Actions set forth on Schedule 10.2the Excluded Liabilities, (iv) the Subsidiary Indemnified Liabilities or (v) Continued Practices; provided, however, that none of Seller, FGWLA or CLAC shall have any liability under clause (i) or clause (v) of this Section 11.01(a) or Section 12.01(a)(v) unless the Buyer Indemnified Parties shall be entitled to indemnification aggregate of all Losses under clause (i) or clause (v) of this Section 10.2(a)(i11.01(a) or Section 12.01(a)(v) for breach which Seller, FGWLA or CLAC (taken together) would, but for this proviso, be liable exceeds an amount equal to .75% of representations the Purchase Price, and warranties made by Seller in Article 3 then only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions extent of any such excess. In any event, notwithstanding anything in this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein Agreement to the contrary, the maximum amount for which Seller Seller, FGWLA and CLAC shall be liable for Buyer Losses with respect to breaches described in clause (i) or clause (v) above under this Section 10.2(a)(i11.01(a) or Section 12.01(a)(v) shall not exceed, exceed in the aggregate, an amount equal to 3050% of the Purchase Price Price. The obligations of Seller, FGWLA and CLAC under this Section 11.01 are in addition to their obligations under the Ancillary Agreements, except as provided therein. The obligation of Seller, FGWLA and CLAC under clause (i) of this Section 11.01(a) with respect to any violation of Law after the “Cap”); providedClosing by Purchaser or any of its Affiliates (including the Seller Subsidiaries) that is a continuation of any policy or regular practice of Seller, howeverFGWLA, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from CLAC or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject a Seller Subsidiary that existed prior to the immediately preceding sentenceClosing and is carried out by or under the supervision of Business Employees, nothing in Corporate Employees or Subsidiary Employees on behalf of Purchaser or its Affiliates shall be limited to their liability under clause (v) of this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap11.01(a).

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties warranties, covenants and agreements of the parties Seller as provided in Section 8.1, and the limitations set forth in this Article 10Section 8.2(a) and Section 8.3 below, Seller agrees to indemnify, defend indemnify and hold harmless Buyer and its Affiliates (including, after the ClosingBuyer, the Insurance Companies)Company, USIS and their respective directorsAffiliates and Representatives (collectively, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), ) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of Losses resulting from or arising out of or in connection with (i) any breach of any of the representations and warranties of Seller contained in this Agreement or (other than the representations and warranties contained in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained thereinSection 3.11), (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, Agreement and (iii) any Actions set forth on Schedule 10.2Excluded Liability; provided, however, that Seller shall not have any liability under clause (i) above (other than in connection with any breach of the Seller Specified Representations) unless the aggregate of all Losses for which Seller would, but for this proviso, be liable under this Agreement, exceeds on a cumulative basis an amount equal to $500,000 (the “Indemnification Basket”), after which the Buyer Indemnified Parties shall be entitled to indemnification receive the entire amount of any such Losses, including the Indemnification Basket; provided, further, however, that Seller shall not have any liability under Section 10.2(a)(iclause (i) above for any individual items (or series of related claims arising from substantially the same or related underlying facts, events or circumstances) where the Loss relating thereto is less than $35,000; and provided, further, however, that for purposes of determining any breach of the representations and warranties made by Seller of Seller, any qualification or references to “Company Material Adverse Effect,” “material,” “materially” or other materiality qualifications or references contained in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties such representation or warranty shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amountdisregarded. Notwithstanding anything else contained herein to the contraryIn any event, the maximum amount for which Seller shall be liable for Buyer Losses in the aggregate under Section 10.2(a)(i8.2(a)(i) (other than in connection with any breach of the Seller Specified Representations) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price exceed $15,000,000 (the “Indemnification Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Seller Each party hereto agrees to indemnify, defend indemnify and hold harmless Buyer the other party hereto and its Affiliates (includingofficers, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agentsaffiliates and agents from, representativesagainst and in respect of, successors the full amount of any and assignsall liabilities, without duplication (the “Buyer Indemnified Parties,” damages, claims, deficiencies, fines, assessments, losses, taxes, penalties, interest, costs and individually a “Buyer Indemnified Party”)expenses, from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements of counsel (collectively, “Buyer Losses,” and individually a “Buyer LossIndemnifiable Damages”) incurred or suffered ), arising from, relating to, caused by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of (whether in whole or in part), in connection with (i) with, or incident to any breach breach, inaccuracy or violation of any of the representations and warranties of Seller contained in this Agreement representations, warranties, covenants or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii) any breach of any of the covenants and agreements of Seller such indemnifying party contained in this Agreement, in any schedule or exhibit to this Agreement, or in any certificate delivered by such indemnifying party in connection with this Agreement on the Effective Date. Without limiting the generality of the foregoing, in the event that Sino’s equity interest in Sino-Top is reduced below 60%, or Sino breaches any of its obligations pursuant to the Sino-Top Joint Venture Contract which results in Sino losing its rights to receive all or part of the Property Distributions (and Additional Property Distributions, if applicable) (iii) any Actions set forth on Schedule 10.2; providedhereinafter either such event referred to as “Sino’s Default”), then Sino agrees to indemnify Silver Dragon for its Indemnifiable Damages. Provided, however, that the Buyer Indemnified Parties such Indemnifiable Damages shall be entitled limited to indemnification the sum of $350,000, plus the value of the Silver Dragon Shares as hereinafter defined. If, upon receipt of notice of Sino’s Default, the Silver Dragon Shares are eligible for sale under Section 10.2(a)(i) for breach Rule 144 of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 Securities Act Rules (the “Deductible AmountFree Trading Shares”), in which case the Buyer Indemnified Parties Silver Dragon Shares shall be entitled valued based on the average closing price of the of Silver Dragon Shares over the 30 day period prior to indemnification for receipt of notice of Sino’s Default, multiplied by the number of Free Trading Shares. If all Buyer Lossesor a portion of the Silver Dragon Shares are restricted at the time of receipt of notice of Sino’s Default (the “Restricted Shares”), subject to such Restricted Shares shall be valued on the other same basis as the Free Trading Shares less a discount of Fifty Percent (50%). The provisions of this Article VI shall survive the termination of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10XI, Seller MONY agrees to indemnify, defend and hold harmless Buyer and its Affiliates the AEGON Controlled Group (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representativesAffiliates, successors and permitted assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), ) from and against all liabilities includingLosses (as hereinafter defined), without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with based upon: (i) any breach claims, actions or proceedings relating to the Assigned and Assumed Contracts which arise out of any of events occurring on or prior to the representations and warranties of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein)Closing Date, (ii) any breach of or inaccuracy in the representations and warranties without giving effect to (a) any knowledge or materiality qualification therein or (b) any exceptions to such representations and warranties or other disclosures set forth on the schedules thereto or otherwise disclosed to the AEGON Controlled Group as contemplated by this Agreement, (iii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements agreements, of Seller the Selling Parties contained in this Agreement, and or in any certificate or document delivered by the Selling Parties (iiior either of them) pursuant to any Actions set forth on Schedule 10.2; providedof the provisions of, howeveror in connection with, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess (iv) any Tax liability of MONY or its Affiliates (including any related interest or penalties) assessed against any member of the Deductible Amount. Notwithstanding anything else contained herein AEGON Controlled Group which relates to Taxes arising out of or related to the contraryBusiness for any taxable period ending on or prior to the Closing Date or which is incurred as a result of events which occur on the Closing Date, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i(v) shall not exceed, in the aggregate, an amount equal any Excluded Liabilities and any claim of any Person other than AEGON or its Affiliates with respect to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of any Excluded Liability, (vi) any liability assessed against any member of the Actions listed on Schedule 10.2. For the purpose AEGON Controlled Group arising out of clarityor relating to any Plan, subject (vii) any failure by 140 MONY to comply with any "bulk sales" laws applicable to the immediately preceding sentencetransactions contemplated hereby and (viii) any fees or commissions incurred by MONY in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing the indemnification by MONY herein with respect to any breach or inaccuracy of any of its representations and warranties set forth in this Section 10.2(a3.27(b)(iii) and Section 3.27(d)(i) shall continue to be limited to the knowledge qualification contained therein and, in addition, the indemnifications by MONY herein with respect to any breach or inaccuracy of any of MONY's representations and warranties with respect to environmental matters set forth in Section 3.04(a) shall be interpreted limited to impose liability on Seller for breaches those arising from the use and occupancy by MONY of the representations Leased Real Property. As used in this Article XI, Loss and/or Losses shall mean claims, losses, liabilities, damages, deficiencies, costs or expenses (including, without limitation, as to losses incurred on or prior to the second anniversary of the Closing Date, interest at the Base Rate announced from time to time by Citibank, N.A, New York, New York, as its Base Rate from the date any such Loss is suffered until such obligation to indemnify is actually paid, penalties and warranties of Seller under Article 3 in an aggregate amount greater than the Capreasonable attorneys' fees and disbursements).

Obligation to Indemnify. (a) Subject to the expiration of the representations representations, warranties, covenants, undertakings and warranties agreements of the parties as provided in and the limitations set forth in this Article 10X, Seller UICI agrees to indemnify, defend and hold harmless Buyer and its Affiliates (includingBuyer, after the Closing, the Insurance Companies), HCS and their respective directors, officers, employees, agents, representatives, successors Affiliates and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), assigns from and against all liabilities includingclaims, without limitationlosses, all costsliabilities, damages, deficiencies, costs or expenses, fines, orders, penalties and reasonable outside attorneys’ ' fees and disbursements (collectively, “Buyer "Losses,” " and individually a “Buyer "Loss”) "), asserted against, imposed upon or incurred or suffered by any of the Buyer Indemnified PartiesBuyer, HCS and their respective directors, officers, employees, Affiliates and assigns, directly or indirectly, by reason of or arising out of or in connection with (i) any misrepresentations or breach of any representation or warranty or the failure to perform any pre-Closing covenant or undertaking of the representations any of Seller, SCS, RFC and warranties of Seller contained UICI in this Agreement or in any certificate Related Agreement or any schedule, exhibit, instrument or other document delivered pursuant hereto (without regard to or executed by any Knowledge, materiality such party hereunder or Material Adverse Effect qualifications contained therein)thereunder, (ii) the failure to perform any breach post-Closing covenant, undertaking or agreement of any of the covenants Seller, SCS, RFC and agreements of Seller contained UICI in this AgreementAgreement or any Related Agreement or any schedule, and exhibit, instrument or other document delivered or executed by any such party hereunder or thereunder, or (iii) any Actions set forth on Schedule 10.2; providedalleged, howevercontingent or absolute debt, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(iclaim, obligation or other liability or any other Losses (x) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject relating to the other provisions of this AgreementExcluded Obligations and, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contraryextent arising prior to the Closing Date and except for Assumed Obligations, any alleged, contingent or absolute debt, claim, obligation or other liability, or any other losses relating to the UCS Business, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, howeverTransferred Assets, the Deductible Amount Transferred Contracts or the Transferred Accounts and (y) arising (including any incremental cost incurred with respect to any court ordered, or as otherwise mutually agreed between the Cap shall not apply to limit any Buyer Losses resulting from parties, mass reissuance of credit cards) on or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.after the

Obligation to Indemnify. (a) Subject From and after the Closing, and subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10XI, Seller, FGWLA and CLAC (it being understood that FGWLA and CLAC shall each only be liable under this Section 11.01(a) for matters relating specifically to it, but that Seller agrees shall be liable for all indemnification provided for by this Section 11.01(a)), agree to indemnify, defend indemnify and hold harmless Buyer Purchaser and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), Affiliates from and against all liabilities includinglosses, without limitationliabilities, all costsclaims, expenses, fines, orders, penalties and expenses (including reasonable outside attorneys’ fees and disbursements expenses) and damages but excluding lost profits or any punitive, exemplary, consequential or similar damages (collectivelyother than lost profits or any punitive, exemplary, consequential or similar damages actually paid to a third party in a Third Party Claim and lost profits not paid to a third party in a Third Party Claim to the extent set forth in Section 11.01(c)) (“Buyer Losses,” and individually a “Buyer LossLosses ”) incurred (to the extent exceeding reserves, if any, with respect to such particular Losses reflected in the Final Statement of Assets and Liabilities and Final Net Worth Statement) to the extent arising from or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with related to (i) any breach of any of the representations and warranties of Seller Seller, FGWLA and CLAC contained in this Agreement or in any certificate or other document delivered pursuant hereto (determined without regard to any Knowledge, qualifications as to materiality or (including Sellers Material Adverse Effect qualifications contained Effect) therein), (ii) any breach of any of the covenants and agreements of Seller Seller, FGWLA or CLAC contained in this AgreementAgreement which covenants and agreements survive the Closing, and (iii) any Actions set forth on Schedule 10.2the Excluded Liabilities, (iv) the Subsidiary Indemnified Liabilities or (v) Continued Practices; providedprovided , howeverhowever , that none of Seller, FGWLA or CLAC shall have any liability under clause (i) or clause (v) of this Section 11.01(a) or Section 12.01(a)(v) unless the Buyer Indemnified Parties shall be entitled to indemnification aggregate of all Losses under clause (i) or clause (v) of this Section 10.2(a)(i11.01(a) or Section 12.01(a)(v) for breach which Seller, FGWLA or CLAC (taken together) would, but for this proviso, be liable exceeds an amount equal to .75% of representations the Purchase Price, and warranties made by Seller in Article 3 then only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions extent of any such excess. In any event, notwithstanding anything in this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein Agreement to the contrary, the maximum amount for which Seller Seller, FGWLA and CLAC shall be liable for Buyer Losses with respect to breaches described in clause (i) or clause (v) above under this Section 10.2(a)(i11.01(a) or Section 12.01(a)(v) shall not exceed, exceed in the aggregate, an amount equal to 3050% of the Purchase Price Price. The obligations of Seller, FGWLA and CLAC under this Section 11.01 are in addition to their obligations under the Ancillary Agreements, except as provided therein. The obligation of Seller, FGWLA and CLAC under clause (i) of this Section 11.01(a) with respect to any violation of Law after the “Cap”); providedClosing by Purchaser or any of its Affiliates (including the Seller Subsidiaries) that is a continuation of any policy or regular practice of Seller, howeverFGWLA, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from CLAC or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject a Seller Subsidiary that existed prior to the immediately preceding sentenceClosing and is carried out by or under the supervision of Business Employees, nothing in Corporate Employees or Subsidiary Employees on behalf of Purchaser or its Affiliates shall be limited to their liability under clause (v) of this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap11.01(a).

Obligation to Indemnify. (a) Subject Pursuant to the expiration Escrow Agreement, certain shareholders (the "ESCROWING SHAREHOLDERS") will escrow a total of 250,000 shares of Parent Common Stock ("ESCROWED SHARES") to be used to satisfy the representations and warranties of the parties as provided in and the limitations set forth in Company's obligation to indemnify under this Article 10, Seller 8. The Company agrees to indemnify, defend indemnify and hold harmless Buyer Parent and its Affiliates (includingrespective officers, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agentsaccountants, representativescounsel, successors consultants, advisers and assignsagents ("REPRESENTATIVES") against and agrees to hold each of them harmless from any and all damage, without duplication loss, liability and expense (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties reasonable expenses of investigation and reasonable outside attorneys’ attorney's fees and disbursements expenses related to the matter at issue) including interest (collectively"LOSSES"), “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or them arising out of of, based on or in connection with (i) any misrepresentation or breach of any of warranty, covenant or agreement made or to be performed by the representations and warranties of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, and (iii) any Actions set forth on Schedule 10.2Company; provided, however, --------- -------- that the Buyer Indemnified Parties Company shall be entitled to indemnification not have any liability for Losses under Section 10.2(a)(i) 8.2 unless the aggregate of all Losses for breach which the Company would be liable, but for this provision, exceeds on a cumulative basis an amount equal to $50,000 (the "INDEMNIFICATION BASKET"), and then only to the extent of representations and warranties made by Seller in Article 3 only when such excess; provided, further, that the Indemnification Basket shall not apply to the entire ----- -------- amount of all Buyer Losses any individual item of Loss that is greater than $25,000, or such other items of Loss that would, when aggregated with each other item of Loss arising therefrom exceedsfrom the same underlying facts, in the aggregateevents or circumstances, equal or exceed $500,000 (the “Deductible Amount”)25,000; and, in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Lossesprovided, subject to the other provisions of this Agreementfurther, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, that the maximum amount for which Seller the Company --------- -------- shall be liable for Buyer Losses in the aggregate under this Section 10.2(a)(i) 8.2 shall not exceed, in exceed the aggregate, an amount equal to 30% value of the Purchase Price Escrowed Shares (the “Cap”"INDEMNIFICATION CAP"); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Seller Each party hereto agrees to indemnify, defend indemnify and hold harmless Buyer the other party hereto and its Affiliates (includingofficers, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agentsaffiliates and agents from, representativesagainst and in respect of, successors the full amount of any and assignsall liabilities, without duplication (the “Buyer Indemnified Parties,” damages, claims, deficiencies, fines, assessments, losses, taxes, penalties, interest, costs and individually a “Buyer Indemnified Party”)expenses, from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements of counsel (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered "Indemnifiable Damages"), arising from, relating to, caused by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of (whether in whole or in part), in connection with (i) with, or incident to any breach breach, inaccuracy or violation of any of the representations and warranties of Seller contained in this Agreement representations, warranties, covenants or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii) any breach of any of the covenants and agreements of Seller such indemnifying party contained in this Agreement, in any schedule or exhibit to this Agreement, or in any certificate delivered by such indemnifying party in connection with this Agreement on the Effective Date. Without limiting the generality of the foregoing, in the event that Sino's equity interest in Sino-Top is reduced below 60%, or Sino breaches any of its obligations pursuant to the Sino-Top Joint Venture Contract which results in Sino losing its rights to receive all or part of the Property Distributions (and Additional Property Distributions, if applicable) (iii) any Actions set forth on Schedule 10.2; providedhereinafter either such event referred to as "Sino's Default"), then Sino agrees to indemnify Silver Dragon for its Indemnifiable Damages. Provided, however, that the Buyer Indemnified Parties such Indemnifiable Damages shall be entitled limited to indemnification the sum of $350,000, plus the value of the Silver Dragon Shares as hereinafter defined. If, upon receipt of notice of Sino's Default, the Silver Dragon Shares are eligible for sale under Section 10.2(a)(i) for breach Rule 144 of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 Securities Act Rules (the “Deductible Amount”"Free Trading Shares"), in which case the Buyer Indemnified Parties Silver Dragon Shares shall be entitled valued based on the average closing price of the of Silver Dragon Shares over the 30 day period prior to indemnification for receipt of notice of Sino's Default, multiplied by the number of Free Trading Shares. If all Buyer Lossesor a portion of the Silver Dragon Shares are restricted at the time of receipt of notice of Sino's Default (the "Restricted Shares"), subject to such Restricted Shares shall be valued on the other same basis as the Free Trading Shares less a discount of Fifty Percent (50%). The provisions of this Article VI shall survive the termination of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10X, Seller agrees to indemnify, defend and hold harmless Buyer Purchaser and its Affiliates Newco (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representativesAffiliates, successors and permitted assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), ) from and against all liabilities includingLosses (as hereinafter defined), without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements based upon: (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (ii)(A) any breach of any of or inaccuracy in the representations and warranties of Seller contained in this Agreement Article III hereof (other than those contained in Sections 3.10(c) and 3.25(d) hereof) or in any certificate Ancillary Agreement; or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (iiB) any breach breach, nonfulfillment or default in the performance of any of the covenants and agreements of Seller contained in this Agreement (other than those contained in Sections 5.28(a), (b) and (c)), any Ancillary Agreement or in any certificate or document delivered by Seller pursuant to any of the provisions of, or in connection with, this Agreement or any Ancillary Agreement, to the extent that the sum of Losses in connection with clauses (a)(i)(A) and (iiia)(i)(B) any Actions set forth on Schedule 10.2; provided, however, that of this Section 10.01 and Losses (as defined in the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(iFirst UNUM Agreement) for breach in connection with the corresponding provisions of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, First UNUM Agreement exceeds $1 million in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, and then only in the aggregate, an amount equal to 30% of the Purchase Price such excess; (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit ii) any Buyer Losses resulting from or Asserted Liability arising out of the Actions listed on Schedule 10.2. For the purpose any breach of clarity, subject to the immediately preceding sentence, nothing or inaccuracy in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under contained in Section 3.10(c) hereof or any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Seller contained in Section 5.28(a), (b) or (c) hereof, if the sum of Losses in connection therewith and Losses (as defined in the First UNUM Agreement) in connection with any Asserted Liability arising out of any breach of or inaccuracy in the representations and warranties of First UNUM, or any breach, nonfulfillment or default by First UNUM contained in the corresponding provisions of the First UNUM Agreement exceeds $500,000 in the aggregate, in which case all such Losses shall be indemnified (there being no indemnification hereunder for Losses based on any breach of or inaccuracy in the representations and warranties of Seller contained in Section 3.10(c) hereof or any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Seller contained in Section 5.28(a), (b) or (c) hereof except for Losses resulting from an Asserted Liability); (iii) any Extra Contractual Obligations; (iv) all liabilities or obligations arising out of or related to the Assigned and Assumed Contracts based on acts of Seller occurring prior to the Closing Date other than those liabilities or obligations reflected on the Final Balance Sheet and (v) any breach of or inaccuracy in the representations and warranties contained in Section 3.25(d) hereof. Solely for the purposes of this Section 10.01(a), the question whether any representation or warranty contained in Section 3.10(c) or 3.25(d) hereof has been breached shall be made without regard to matters previously disclosed to Purchaser, so that no such disclosure made prior to the date hereof, and no update to any such disclosure made on or prior to the Closing Date, shall be taken into account in determining whether any such breach has occurred. As used in this Article 3 in an aggregate amount greater than the CapX, Loss and/or Losses shall mean claims, losses, liabilities, damages, deficiencies, costs, expenses (including attorneys' fees), interest, taxes and penalties.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10XI, Seller MONY agrees to indemnify, defend and hold harmless Buyer and its Affiliates the AEGON Controlled Group (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representativesAffiliates, successors and permitted assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), ) from and against all liabilities includingLosses (as hereinafter defined), without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with based upon: (i) any breach claims, actions or proceedings relating to the Assigned and Assumed Contracts which arise out of any of events occurring on or prior to the representations and warranties of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein)Closing Date, (ii) any breach of or inaccuracy in the representations and warranties without giving effect to (a) any knowledge or materiality qualification therein or (b) any exceptions to such representations and warranties or other disclosures set forth on the schedules thereto or otherwise disclosed to the AEGON Controlled Group as contemplated by this Agreement, (iii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements agreements, of Seller the Selling Parties contained in this Agreement, and or in any certificate or document delivered by the Selling Parties (iiior either of them) pursuant to any Actions set forth on Schedule 10.2; provided142 159 of the provisions of, howeveror in connection with, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess (iv) any Tax liability of MONY or its Affiliates (including any related interest or penalties) assessed against any member of the Deductible Amount. Notwithstanding anything else contained herein AEGON Controlled Group which relates to Taxes arising out of or related to the contraryBusiness for any taxable period ending on or prior to the Closing Date or which is incurred as a result of events which occur on the Closing Date, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i(v) shall not exceed, in the aggregate, an amount equal any Excluded Liabilities and any claim of any Person other than AEGON or its Affiliates with respect to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of any Excluded Liability, (vi) any liability assessed against any member of the Actions listed on Schedule 10.2. For the purpose AEGON Controlled Group arising out of clarityor relating to any Plan, subject (vii) any failure by MONY to comply with any "bulk sales" laws applicable to the immediately preceding sentencetransactions contemplated hereby and (viii) any fees or commissions incurred by MONY in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing the indemnification by MONY herein with respect to any breach or inaccuracy of any of its representations and warranties set forth in this Section 10.2(a3.27(b)(iii) and Section 3.27(d)(i) shall continue to be limited to the knowledge qualification contained therein and, in addition, the indemnifications by MONY herein with respect to any breach or inaccuracy of any of MONY's representations and warranties with respect to environmental matters set forth in Section 3.04(a) shall be interpreted limited to impose liability on Seller for breaches those arising from the use and occupancy by MONY of the representations Leased Real Property. As used in this Article XI, Loss and/or Losses shall mean claims, losses, liabilities, damages, deficiencies, costs or expenses (including, without limitation, as to losses incurred on or prior to the second anniversary of the Closing Date, interest at the Base Rate announced from time to time by Citibank, N.A, New York, New York, as its Base Rate from the date any such Loss is 143 160 suffered until such obligation to indemnify is actually paid, penalties and warranties of Seller under Article 3 in an aggregate amount greater than the Capreasonable attorneys' fees and disbursements).

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Seller agrees to indemnify, defend indemnify and hold harmless Buyer and Buyer, its Affiliates (including, after following the Closing, the Insurance Companies), Company) and their respective directors, officers, employeesshareholders, agentspartners, representativesmembers and employees and their heirs, successors and assignspermitted assigns (collectively, without duplication (the “Buyer Indemnified Parties,” ”) from, against and individually a “Buyer Indemnified Party”)in respect of any damages, from losses, charges, Liabilities, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties, and against all liabilities reasonable costs and expenses (including, without limitation, all costsreasonable attorneys’ fees, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements out of pocket disbursements) (collectively, “Buyer Losses,” and individually a “Buyer Loss”) imposed on, sustained, or incurred or suffered by any of the Buyer Indemnified Parties, whether in respect of Third Party Claims, claims between the Parties, or otherwise, directly or indirectlyindirectly resulting from, by reason of in connection with or arising out of or in connection with (i) the inaccuracy or any breach of any of the representations and warranties of Seller contained in this Agreement or in any other agreement, certificate or other document delivered pursuant hereto (without regard by or on behalf of Seller at the Closing; it being understood that for purposes of this Section 8.1(a)(i), any qualifications relating to any Knowledgemateriality, materiality or including the term “Material Adverse Effect qualifications Change”, contained therein), in any such representation or warranty shall be disregarded for purposes of determining whether such representation or warranty was breached or was inaccurate; (ii) any breach of or failure by Seller to perform any of the its covenants and agreements of Seller or obligations contained in this Agreement, and Agreement or in any other certificate or document delivered by or on behalf of Seller at the Closing; (iii) Indemnified Taxes; (iv) claims against, or actions by, the Company, Seller, or any Actions set forth of Seller’s Affiliates (or their respective employees, directors, or officers) occurring, or based on Schedule 10.2facts and circumstances occurring, prior to the Effective Time or the Closing Date (whichever is later), and in each case that arise out of or relate to the operations of the Company prior to the Effective Time or the Closing Date (whichever is later); providedand/or (v) the Administrative Services Agreement, howeverthe LPT Agreement, that the Guaranty Agreement or any other agreement delivered by or on behalf of Seller at the Closing. Notwithstanding the foregoing, Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i8.1(a)(i) for breach of representations and warranties made by Seller in Article 3 only when to the extent that the aggregate amount of all Buyer such Losses arising therefrom exceeds, in the aggregate, exceed on a cumulative basis one hundred thousand dollars ($500,000 100,000) (the “Deductible AmountSeller Rep and Warranty Basket”), in at which case point the Seller will be obligated to indemnify the Buyer Indemnified Parties shall be entitled to indemnification for from and against all Buyer Losses, subject to the other provisions of this Agreement, such Losses in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount Rep and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the CapWarranty Basket.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Seller BUYC agrees to and do hereby indemnify, and agree to defend and hold harmless Buyer Northeast and its Affiliates (including, after the Closing, the Insurance Companies), Surviving Corporation and their respective directors, officers, employees, agentsfiduciaries, representativesagents and affiliates, successors and assignseach other person, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”)if any, from and who controls such persons, harmless against all liabilities includingany claims, without limitationactions, all costssuits, proceedings, investigations, losses, expenses, damages, obligations, liabilities, judgments, fines, ordersfees, penalties costs and expenses (including costs and reasonable outside attorneys’ fees ' fees) and disbursements amounts paid in settlement of any pending, threatened or completed claim, action, suit, proceeding or investigation (collectively, “Buyer collectively "Loss" or "Losses,” and individually a “Buyer Loss”") incurred which arise or suffered by any of the Buyer Indemnified Parties, directly result from or indirectly, by reason of or arising out of or in connection with are related to (i) any breach or failure of BUYC to perform any of the representations and warranties of Seller contained in this Agreement their covenants or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein)agreements set forth herein, (ii) any breach the inaccuracy of any of the covenants and agreements of Seller contained in this Agreementrepresentation or warranty made by BUYC herein, and (iii) any Actions set forth fixed or contingent obligation or liability of BUYC (including but not limited to liabilities arising in tort, contract, guarantees and indemnities) which existed as of the Closing Date and would be required by GAAP to be disclosed on Schedule 10.2; providedBUYC's financial statements, or in the notes thereto, and is not so disclosed prior to Closing, and (iv) any liability for Taxes, other than those which are accrued as liabilities of BUYC, together with interest and penalties and additions to tax, if any, arising out of tax assessments. No liability shall attach under this Section 9.02, however, that until Northeast has incurred a Loss or Losses in the Buyer Indemnified Parties aggregate totaling fifty thousand dollars ($50,000) and no claim shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made asserted by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, Northeast after one year in the aggregate, $500,000 case of claims asserted on the basis of clause (the “Deductible Amount”i), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, two years in the aggregatecase of a claim asserted on the basis of clauses (ii) or (iii), an amount equal to 30% and no time limitation in the case of a claim asserted on the Purchase Price basis of clause (the “Cap”iv); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10Supplier shall defend, Seller agrees to indemnify, defend and hold EMC, its Channel Partners and End Users harmless Buyer against any third party liabilities, claim demands, suits (and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all liabilities including, without limitation, all any costs, expenses, fines, orders, penalties judgments and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”settlement amounts associated therewith) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with alleging that (i) any breach the use or disposition of any a Products infringes a patent, copyright, or trademark, or misappropriates a trade secret of the representations and warranties of Seller contained in this Agreement a third party, or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii) any claims based on a breach of any the Product warranty provided by Supplier, provided Supplier receives (i) prompt notice in writing of such claim; (ii) sole control over the covenants defense and agreements of Seller contained in this Agreement, settlement thereof and (iii) reasonable cooperation from EMC, as applicable, at Supplier’s expense in response to a Supplier request for assistance. When settling or compromising any Actions set forth claim, Supplier shall not, without EMC’s written approval, make any admission of facts that expose EMC to the imposition of punitive damages or other claims that are not covered by this indemnification. Supplier shall carry and maintain general liability insurance to cover Supplier’s obligations under this Section. With respect to intellectual property infringement claims, should any Products become, or in Supplier’s opinion be likely to become, the subject of such a claim, Supplier shall, at its option and expense, (a) procure for EMC, Channel Partners and End Users the right to make continued use thereof in accordance with this Agreement; (b) replace or modify Products so that it becomes non-infringing but with substantially equivalent functionality and performance or (c) if neither (a) nor (b) are reasonably available, accept return of the affected Products and upon receipt thereof refund to EMC the price paid therefor by EMC to Supplier, less straight-line depreciation based on Schedule 10.2a five (5) year useful life. Supplier shall have no liability for alleged infringement based on (1) use for a purpose or in a manner for which the Product was not designed; provided, however, that (2) use of any older version of a Product when use of a newer revision made available by Supplier to EMC would have avoided the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(iinfringement; (3) for breach of representations and warranties any modification made without Supplier’s written approval; (4) any modifications made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled Supplier pursuant to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible AmountEMC’s or End User’s specific instructions. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the CapTHIS SECTION 12.1 STATES THE ENTIRE LIABILITY OF SUPPLIER AND EMC’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT CLAIMS.

Obligation to Indemnify. (a) a. Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10X, if the Closing occurs, the LLC Seller agrees agrees, and the Trust Sellers agree to cause each Trust, jointly and severally, to indemnify, defend and hold harmless Buyer the Purchaser and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agentsAffiliates, representativessuccessors, successors and permitted assigns, without duplication agents and representatives (collectively, the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified PartyPurchaser Indemnitees”), ) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with Losses resulting from: (i) any breach of any of the representations and warranties of Seller contained in this Agreement or Article IV (other than the representations and warranties in Sections 4.9(k) and 4.17; provided, however, that in determining whether and the extent to which the Purchaser Indemnitees are entitled to indemnification, all references in any certificate representation or other document delivered pursuant hereto (without regard warranty to any Knowledgemateriality, materiality or Material Adverse Effect qualifications contained therein)Effect, substantial compliance or dollar threshold shall be ignored and, provided, further, that Sections 4.9(k) and 4.17 are only subject to the indemnification provisions of Sections 9.4 and 9.5; 77 and (ii) any breach of any of the covenants and agreements of Seller Sellers contained in this Agreement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller no Shareholder shall be liable for Buyer any Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of a breach of the Actions listed on Schedule 10.2. For the purpose of clarity, subject representation and warranty contained in Section 4.1 relating to the immediately preceding sentence, nothing in Shares of another Shareholder. The indemnification obligations of the Shareholders for Losses pursuant to clauses (a)(i) and (a)(ii) of this Section 10.2(a) 10.2 shall be interpreted to impose liability on Seller for breaches payable by the Shareholders solely out of the representations Escrow Amount pursuant to the Escrow Agreement, which shall be the sole and warranties exclusive source of Seller under Article 3 payment for any such indemnification obligation, except for any Loss resulting from the breach of a representation or warranty set forth in an aggregate amount greater than Sections 4.1, 4.2, 4.3, 4.4 and 4.5 which, after the Capentire Escrow Amount has been disbursed pursuant to the Escrow Agreement, shall also entitle a Purchaser Indemnitee to indemnification from Remainco as provided in Section 10.6 hereof.

Obligation to Indemnify. (a) Subject If the Closing occurs and subject to the expiration of the representations terms, conditions and warranties of the parties as provided in and the limitations set forth in this Article 10herein, Seller agrees to shall indemnify, defend and hold the Purchaser Indemnitees harmless Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) for any Loss incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason them as a result of or arising out of (A)(i) a breach of a representation or warranty by Seller in connection with this Agreement or any Ancillary Agreement (iit being understood that representations and warranties that are made as of a specific date speak only as of that date); (A)(ii) any breach of any agreement, term, provision, condition, obligation, or covenant to be performed or satisfied by Seller pursuant to this Agreement; (A)(iii) any third-party personal injury or tort claims regarding Seller’s use, ownership and/or operation of the Property (or any party thereof) prior to the Closing but excluding the Assumed Liabilities and any Environmental Claims released pursuant to Section 1.7(d)(iv); (A)(iv) any claim arising from the Assumed Contracts relating to any act or omission prior to the Closing Date; and (A)(v) any claim arising from inaccuracy or material default alleged in any Seller’s Estoppel Certificate. If Closing occurs and subject to the terms, conditions and limitations set forth herein, Purchaser shall indemnify, defend and hold the Seller Indemnitees harmless for any Loss incurred or suffered by any of them as a result of or arising out of (B)(i) a breach of a representation or warranty by Purchaser in this Agreement (it being understood that representations and warranties that are made as of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained thereina specific date speak only as of that date), (iiB)(ii) any breach of any of the covenants and agreements of Seller contained in agreement, term, provision, condition, obligation, or covenant to be performed or satisfied by Purchaser pursuant to this Agreement, (B)(iii) any Assumed Liability and (iiiB)(iv) the use, ownership and/or operation of the Property (or any Actions set forth on Schedule 10.2; provided, however, that portion thereof) from and after Closing. For the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for purposes of determining whether a breach of representations any representation or warranty exists (pursuant to this Section 10.3(a) only) and warranties made by Seller in Article 3 only when the amount of Losses associated with such breach, all Buyer Losses arising therefrom exceedsqualifications based on materiality, such as “in the aggregateall material respects”, $500,000 (the “Deductible AmountMaterial Adverse Effect”), in which case the Buyer Indemnified Parties and similar qualifiers, shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Capdisregarded.

Obligation to Indemnify. (a) Subject to the expiration of the representations terms and warranties of the parties as provided in and the limitations set forth in this Article 10conditions hereof, Seller agrees Sellers agree to indemnify, defend and hold harmless Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agentsAffiliates, representatives, successors stockholders and assigns, without duplication permitted assigns (the “Buyer’s Indemnified Parties”) for, and will pay to Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”)Parties the amount of, from and against all liabilities includingany loss, without limitationliability, all costsclaim, expensesdamages, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements expenses (collectively, “Buyer Losses,” and individually a “Buyer LossDamages”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any breach of any of the representations and warranties of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of (i) any Breach of any representation or warranty made by the Actions listed Company in Article 3 of this Agreement; (ii) any Breach of any covenant or agreement of any Seller contained in this Agreement; (iii) any and all amounts of federal, state, and or local income taxes that may be assessed against Buyer and/or the Company with respect to any Pre-Closing Taxable Period(s) for which adequate provisions therefore have not been made through the Closing Date, as reflected on Schedule 10.2the Company’s books of account and in the Closing Balance Sheet and the amount(s) of any interest and/or penalties that may be assessed with respect to said tax assessments; and (iv) to the extent occurring prior to Closing, any violation of applicable Environmental Laws and any licenses or permits related thereto by the Company or, the Release or Threatened Release in, at, under, from, or on the Facilities of toxic or hazardous substances during the ownership or occupancy thereof by the Company which resulted in an Environmental Liability. For Notwithstanding the purpose foregoing, (i) Sellers shall not have any liability under Section 5.1(a)(i), (a)(ii) and 5.1(b) unless the aggregate of clarityall Damages relating thereto exceeds, on a cumulative basis, Two Hundred Fifty Thousand Dollars ($250,000) (the “Basket”), and then only to the extent of such excess, and (ii) Sellers’ aggregate liability under Section 5.1(a)(i) and (a)(ii) shall in no event exceed Three Million Dollars ($3,000,000) (the “Ceiling”). Provided, however, that a breach of warranties set forth in Sections 3.27 and the covenant in Section 6.1 shall not be subject to the immediately preceding sentenceBasket or to the Ceiling but rather, nothing in this for purposes of clarification, Sellers shall be liable to Buyers for the first dollar thereof and the Buyer shall not be limited to $3,000,000 of damages. Provided, further, however, that any liability of the Sellers under Section 10.2(a5.1(a)(i) shall be interpreted to impose several in nature only, so that each Seller’s proportionate share of such liability on Seller for breaches such Damages shall not exceed the amount determined by multiplying such aggregate Damages indemnifiable under Section 5.1(a)(i) (in excess of the representations Basket and warranties up to a maximum of the Ceiling, less any amounts theretofore paid under Section 5.1(a)(i) or (ii)) in respect of such claim by such Seller’s Securities Ownership Percentage. In addition, no Seller shall have any liability under Article 3 Section 5.1(a)(ii) above except for the Seller who is in an aggregate amount greater than breach of the Capcovenant or covenants referred to in Section 5.1(a)(ii).

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties Sellers as provided in Article IX and the limitations set forth in this Article 10X, Seller each Seller, *** with any other Seller, agrees to indemnify, defend indemnify and hold harmless Buyer and each of Buyer, its Affiliates (including, after the Closing, the Insurance Transferred Companies), and their respective officers, directors, officers, employees, agentsagents and Representatives (collectively, representatives, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified PartyIndemnitees”), ) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) all Losses to the extent arising from or related to (x) any breach of any of the representations and warranties of such Seller contained in Article III of this Agreement or in any certificate or other document delivered pursuant hereto (determined, for purposes of this Section 10.1(a), without regard to any Knowledge, materiality qualifications or references to “Seller Material Adverse Effect Effect,” “material,” or any other materiality qualifications or references contained thereinin any specific representation or warranty), ; or (iiy) any breach of any of the covenants and agreements of such Seller contained in this AgreementAgreement that survive the Closing, and (iiiii) *** any Actions set forth on Schedule 10.2Losses to the extent arising from any breach of the representations and warranties of the Company contained in Article IV of this Agreement (determined, for purposes of this Section 10.1(a), without regard to any qualifications or references to “Company Material Adverse Effect,” “material,” or any other materiality qualifications or references contained in any specific representation or warranty, other than the reference to “Company Material Adverse Effect” in Section 4.6); provided, however, that no Seller shall have any Liability under Section 10.1(a)(ii) unless the Buyer Indemnified Parties aggregate of all Losses for which such Seller would, but for this proviso, be liable, exceeds on a cumulative basis an amount equal to *** percent (***%) of *** the Final Purchase Price, and then ***; provided, further, that no Seller shall have any Liability under Section 10.1(a)(i)(x) or Section 10.1(a)(ii) above for (x) *** or (y) any breach of Section ***, Section *** or Section ***, which shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made governed by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer LossesXI. In any event, subject to the other provisions last sentence of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contraryparagraph, the maximum amount for which any Seller shall be liable for Buyer Losses Liable in the aggregate under Section 10.2(a)(i10.1(a)(ii) shall not exceed, in the aggregate, an amount equal to 30% exceed *** percent (***%) of such Seller's Escrow Percentage of the Final Purchase Price (the “Cap”); provided, however, the Deductible Amount ) and the Cap maximum amount for which any Seller shall be Liable in the aggregate under Section 10.1(a)(i)(x) shall not apply to limit any Buyer Losses resulting from or arising out exceed *** percent (***%) of *** the Actions listed on Schedule 10.2Final Purchase Price. For the purpose avoidance of claritydoubt, any Losses which are subject to the immediately preceding sentence, nothing ***% indemnity deductible or *** described in this Section 10.2(a10.1(a) shall not be interpreted to impose liability on counted toward the Cap. The Liabilities of any Seller for breaches under Section 10.1(a)(ii) that arise as a result of any breach of the representations and warranties of Seller under Article 3 contained in an aggregate amount greater than Section 4.17 shall not count towards the Cap, except to the extent such Liabilities exceed *** percent (***%) of *** the Final Purchase Price.

Obligation to Indemnify. (a) Subject Except with respect to Tax Losses (which will be governed exclusively by the provisions set forth in Article VI) and as otherwise provided in Sections 11.01(b) and 11.01(c) and subject to the expiration of the representations and warranties of the parties as provided in Article X and the limitations set forth in this Article 10XI, Seller agrees the Sellers agree to indemnify, defend and hold harmless Parent and Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors Affiliates and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), assigns from and against all liabilities includingclaims, without limitationlosses, all costsliabilities, damages, deficiencies, costs or expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) ), asserted against, imposed upon or incurred by Parent or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any misrepresentation, inaccuracy in, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of the representations and warranties of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii) any breach of any of the covenants and agreements of Seller contained Sellers in this Agreement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Parent and Buyer Indemnified Parties (and their respective directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.2(a)(i11.01(a) for breach of representations and warranties made by Seller the Sellers in Article 3 III hereof only when the aggregate amount of all Buyer Losses arising therefrom exceeds, in the aggregate, exceeds $500,000 2 million (the “Deductible Basket Amount”), in which case the Parent and Buyer Indemnified Parties (and their respective directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, such Losses only in excess of the Deductible Basket Amount. Notwithstanding anything else contained herein to In any event, no individual Loss not in excess of $5,000 shall be indemnifiable under this Section 11.01(a) or considered in determining the contrary, the maximum amount amounts for which Seller shall indemnity would otherwise be liable for Buyer provided under this Section 11.01(a), except that in applying the $5,000 threshold, any and all Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose a related set of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) facts or circumstances shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in treated as an aggregate amount greater than the Capindividual Loss.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Seller Company hereby agrees to indemnifyindemnify Indemnitee for, and release, defend and hold Indemnitee harmless Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against any and all claims, losses, costs, liabilities and other damages of whatever nature, kind or character, including but not limited to, liabilities that would not have been incurred had Indemnitee not entered into the Employment Agreement, or served as an employee, officer and/or director of the Company, judgements, demands, assessments, interest, liabilities under the Employee Retirement Income Security Act of 1974, as amended (including excise taxes or penalties, plan termination, withdrawal and funding liabilities), the value of time of Indemnitee at the rate of $3,000 a day (or portion thereof), environmental liabilities, any obligations of the Company for which Indemnitee is, or is asserted to be, personally liable therefor, liabilities for the Company's employment taxes and any and all other taxes, penalties, excise and similar taxes, impositions, fines, settlements, and reasonable expenses, including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ attorney fees and disbursements Proceedings (collectively, “Buyer Losses,” and individually a “Buyer Loss”as defined below) incurred or suffered by in any of the Buyer Indemnified Parties, directly or indirectly, by reason of way related to or arising out of or in connection with (ia) any breach of any Indemnitee being (and/or having been) an employee, officer and/or director of the representations Company or a trustee or a fiduciary to any benefit plan, including without limitation, any act, omission or other matter in any way connected therewith, and/or (b) Indemnitee serving (and/or having served) the Company in any other capacity contemplated by the Employment Agreement, including, without limitation, any act, omission or other matter in any way connected therewith (collectively, the "Damages"). Company acknowledges and warranties agrees that the foregoing terms of Seller contained this section and the terms of the other sections of this Agreement are intended to apply REGARDLESS OF THE TIMING, GROUNDS OR NATURE OF ANY PROCEEDINGS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON INDEMNITEE'S NEGLIGENCE, CONTRACT, STATUTE, INTENTIONAL TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT INDEMNITEE WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES, except only to the extent that the Damages are finally adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to have been caused by the gross negligence or willful misconduct of Indemnitee (and any actions taken with the approval of the Bankruptcy Court will conclusively be deemed not to constitute gross negligence or willful misconduct). The obligations of Company hereunder shall be applicable to all Proceedings (as defined below) and Damages as set forth in this Agreement regardless of when Proceedings or Damages occurred or accrued or such Proceedings are commenced or threatened, or whether actions or omissions or other events on which they are based, allegedly took place or failed to occur, before or after the effective date of this Agreement or the commencement or termination of Indemnitee's service as an employee, officer, director or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii) any breach of any of capacity for the covenants and agreements of Seller contained in this Agreement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, Company as contemplated in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Employment Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10VIII, Seller agrees CGNU and Sellers jointly and severally agree to indemnify, defend indemnify and hold harmless Buyer Buyer, Holdco and its Affiliates Newco (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), of recovery) from and against all liabilities includinglosses, without limitationliabilities, all costsclaims, expenses, fines, orders, penalties and expenses (including reasonable outside attorneys’ ' fees and disbursements expenses of outside counsel) and damages (collectively, “Buyer "Losses,” and individually a “Buyer Loss”") incurred to the extent arising from or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with related to (i) any breach of any of the representations and warranties of Seller CGNU and Sellers contained in this Agreement or in any certificate or other document the closing certificates delivered pursuant hereto to Sections 6.2(a) and (without regard to b) (except that CGNU and Sellers shall not have any Knowledge, materiality or Material Adverse Effect qualifications contained thereinliability for a breach of the representations and warranties in Section 3.1(k)), (ii) any breach of any of the covenants and agreements of Seller CGNU and Sellers contained in this Agreement, and Agreement or (iii) any Actions set forth on Schedule 10.2; providedthe transactions described in Sections 4.7, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations 4.8 and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions 4.9 of this Agreement; PROVIDED, in excess HOWEVER, that CGNU and Sellers shall not have any liability under clause (i) above (other than with respect to fraud or a breach of the Deductible Amount. Notwithstanding anything else contained herein to the contrarySections 3.1(b), 3.1(c), 3.1(d), clause (ii) of Section 3.1(i), the maximum amount last sentence of Section 3.1(f) or the second sentence of Section 3.1(g)) unless the aggregate of all Losses for which Seller shall CGNU and Sellers would, but for this proviso, be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, exceeds on a cumulative basis an amount equal to 302% of the Purchase Price (the “Cap”"Indemnification Basket"), and then only to the extent of any such excess; providedand PROVIDED, howeverFURTHER, the Deductible Amount HOWEVER, that CGNU and the Cap Sellers shall not apply have any liability under clause (i) above for any individual items where the Loss relating thereto is less than $200,000 and such items shall not be aggregated for purposes of the first proviso to limit any Buyer Losses resulting from or this Section 8.1(a) (other than items arising out of the Actions listed on Schedule 10.2same breach or the same series of related transactions where the Loss for such items in the aggregate exceeds $200,000). For In any event, the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) maximum amount for which CGNU and Sellers shall be interpreted liable in the aggregate under Section 8.1(a)(i) (other than with respect to impose liability on Seller for breaches fraud or a breach of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.Sections 3.1(b), 3.1(c), 3.1(d) or clause

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Seller agrees to indemnify, defend and hold harmless Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors Affiliates and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), assigns from and against (i) the financial impact, if any, of Founders' Policies, (ii) all liabilities includingclaims, without limitationlosses, all costsliabilities, damages, deficiencies, costs or expenses, fines, orders, penalties and reasonable outside attorneys’ ' fees and disbursements (collectively, “Buyer "Losses,” " and individually a “"Loss"), asserted against, imposed upon or incurred by Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with in-force contracts and Non-Buyer Business, (iiii) Losses and liabilities incurred by the Company or Buyer related to the Specified Matter, but only to the extent that such Losses have not previously been deducted from the Purchase Price; (iv) Losses and liabilities incurred by the Company or Buyer for capital expenditures, long term contracts and TPA Agreements as to which Buyer has timely objected pursuant to Sections 5.02(c), 5.08, or 5.13, as applicable, but only to the extent that such Losses have not previously been deducted from the Purchase Price; (v) current and projected Losses incurred (1) by the Buyer pursuant to Section 5.12 or (2) by the Company pursuant to Section 5.17, as applicable, but only to the extent such Losses have not previously been deducted from the Purchase Price; (vi) Losses incurred by the Company from investments not made in accordance with the investment guidelines established pursuant to Section 5.20; (viii) Losses asserted against, imposed upon or incurred by Buyer directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any of the representations and warranties representation, warranty, covenant undertaking or agreement of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, ; and (iiiix) liability incurred by Buyer or the Company related to or arising out of the employment of the Employees or any Actions set forth other employees of the Company or its Affiliates on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject or prior to the other provisions Closing Date (including any liability related to or arising out of this Agreement, in excess any Plan and any liability related to termination of the Deductible Amount. Notwithstanding anything else contained herein employment on or prior to the contrary, the Closing Date). The maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) this Article X shall not exceed, exceed in the aggregate, an amount equal to 30% of aggregate the Purchase Price (Price. No individual Loss not in excess of $25,000 shall be indemnifiable under this Article X or considered in determining the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in amounts for which indemnity would otherwise be provided under this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap10.01(a).

Obligation to Indemnify. (a) Subject to the expiration of the representations Sellers jointly and warranties of the parties as provided in and the limitations set forth in this Article 10, Seller agrees severally agree to indemnify, defend and hold harmless Buyer (and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agentsRepresentatives, representatives, successors stockholders and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), ) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any breach of any of the representations and warranties of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of (i) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of any Seller contained in this Agreement, other than the Actions listed on Schedule 10.2. For representations set forth in Section 3.32(b) and Section 3.33; (ii) obligations arising from the purpose conduct of clarity, subject the Business prior to the immediately preceding sentenceClosing which were not expressly assumed by Buyer, nothing including without limitation, Losses sustained as a result of any claim by any employee of Sellers based upon any employment contract, salary or bonus arrangement, fringe benefit, or other employment policy to which any Seller is a party or by which it is bound; (iii) any Excluded Liability; (iv) except in compliance with applicable Environmental Laws and any licenses or permits related thereto, the generation, use, treatment, storage, transfer, disposal, Release or threatened Release in, at, under, from, to or into, or on the Owned Properties or the Leased Properties of toxic or hazardous substances during the ownership or occupancy thereof by any of the Sellers; or (v) any Losses arising our of or resulting from the failure of EMS/Rosa xx prepare or maintain corporate minutes and other records of corporate actions. Notwithstanding the foregoing, (Y) Sellers shall not have any liability under clause (i) of this Section 10.2(a8.1(a) shall be interpreted unless the aggregate of all Losses relating thereto exceeds, on a cumulative basis, One Hundred Fifty Thousand Dollars ($150,000) (the "Basket"), and then only to impose the extent of such excess, and (Z) Sellers' aggregate liability on Seller under this Section 8.1(a), and for breaches reimbursement of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.Buyer's costs in

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article X and the limitations set forth in this Article 10XI, Seller agrees to indemnify, defend and hold harmless Buyer and its Affiliates (including, after the Closing, the Insurance CompaniesCompany and Dxxxx), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all liabilities Liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Partiesthem, directly or indirectly, by reason of or arising out of or in connection with (i) any breach of any of the representations and warranties of Seller contained in this Agreement (including without limitation any breach of the representations and warranties of Seller contained in Section 3.15 or Section 3.22) or in any certificate or other document delivered pursuant hereto hereto, (ii) any breach of the representations and warranties of Seller contained in Section 3.15 or Section 3.22, without regard to any Knowledge, materiality or Material Adverse Effect knowledge qualifications contained therein), (iiiii) any breach of any of the covenants and agreements of Seller contained in this Agreement, Agreement and (iiiiv) any those Actions set forth on Schedule 10.23.05, to the extent such Buyer Losses exceed, in the aggregate, the litigation reserves reflected in the calculation of the Final Cash Consideration; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i11.01(a)(i) and Section 11.01(a)(ii) for breach of representations and warranties made by Seller in Article 3 III only when the aggregate amount of all Buyer Losses arising therefrom exceedsand Allocated Tax Losses exceed, in the aggregate, $500,000 (the “Deductible Basket Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all such Buyer LossesLosses equal to fifty percent (50%) of such Buyer Losses and Allocated Tax Losses below the Basket Amount (i.e. $250,000) and, subject to the other provisions of this Agreement, all Buyer Losses in excess of the Deductible Basket Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i11.01(a)(i) and Section 11.01(a)(ii) and for Allocated Tax Losses shall not exceed, exceed in the aggregate, aggregate an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, that the Deductible Amount and the Cap maximum amount for which Seller shall not apply be liable with respect to limit any Buyer Losses resulting from or arising out breaches of the representations and warranties made by it herein (other than breaches of the representations and warranties contained in Sections 3.02 (Authorization), 3.04 (Stock Ownership; Subsidiaries), 3.05 (Actions listed on Schedule 10.2Pending), 3.12 (Taxes), 3.13 (Employee Benefit Matters) and 3.22 (Market Conduct)) shall be in the aggregate an amount equal to fifty percent (50%) of the Purchase Price. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a11.01(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 III and Allocated Tax Losses in an aggregate amount greater than the CapPurchase Price. The indemnification obligations of Seller contained under Section 11.01(a)(ii) shall expire on a date 18 months after the Closing Date unless a claim thereunder shall have been given by Buyer to Seller prior to the expiration of said 18 month period, in which event such indemnification obligation shall survive to the extent of the claim until such claim has been resolved.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10IX, Seller agrees to indemnify, defend indemnify and hold harmless Buyer and its Affiliates (including, after including the Closing, the Insurance CompaniesCompany and Company Subsidiaries), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication assigns (the “"Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), ") from and against all liabilities includinglosses and out-of-pocket expenses (including reasonable attorneys' fees and expenses of outside counsel and irrespective of whether or not such losses and expenses arise out of or in connection with a Third Party Claim) but not including punitive, without limitationconsequential, all costsother kinds of special damages and Taxes or any amounts related to any claim for an indemnity based on or relating to Taxes ("Losses") to the extent actually incurred as a result of, expensesbased upon, finesor in connection with (i) any failure of the representations and warranties of Seller contained in this Agreement to be true and correct as of the date hereof and as of the First Closing Date, ordersand to the extent and only to the extent they apply to FFSB and/or the FFSB Closing, penalties and reasonable outside attorneys’ fees and disbursements the FFSB Closing Date, (collectively, “Buyer Losses,” and individually a “Buyer Loss”ii) incurred or suffered by any breach of any of the Buyer Indemnified Partiescovenants and agreements of Seller contained in this Agreement, directly (iii) liability incurred under Title IV of ERISA with respect to any pension plan maintained or indirectlycontributed to by Seller or any corporation, trade or business under common control or treated as a single employer with Seller, (iv) the Excluded Assets, or (v) any failure by reason BCC to satisfy its obligations to The Forethought Group, Inc. under the Assignment and Assumption Agreement; provided, however, that Seller shall not have any liability for Losses under this Agreement except as otherwise provided herein unless the aggregate of all Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $5,500,000 (the "Indemnification Basket"), and then only to the extent such Losses exceed $1,500,000; provided, further, that Seller shall not have any liability for indemnification under this Agreement for any individual item of Loss that is less than $25,000 (unless such item of Loss would, when aggregated with each other item of Loss arising from the same underlying facts, events or arising out of circumstances, equals or exceeds $25,000). The maximum amount for which Seller shall be liable in the aggregate under Section 9.1(a) shall not exceed $90,000,000 (the "Indemnification Cap"). Notwithstanding the foregoing, neither the Indemnification Basket nor the Indemnification Cap shall apply to claims for Losses as a result of, based upon, or in connection with (i) any breach of any of the representations and warranties of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any KnowledgeSections 3.1(a), materiality or Material Adverse Effect qualifications contained therein3.1(b), 3.1(c), 3.1(d) and 3.1(bb), (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, and (iii) liability incurred under Title IV of ERISA with respect to any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled pension plan maintained or contributed to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when or any corporation, trade or business under common control or treated as a single employer with Seller, (iv) the amount of all Buyer Losses arising therefrom exceedsExcluded Assets and (v) any failure by BCC to satisfy its obligations to The Forethought Group, in Inc. under the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Assignment and Assumption Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.

Obligation to Indemnify. If one of the Parties or any of its Affiliates incurs any losses, damages or liabilities of any nature (ai) Subject to as a result of the expiration inaccuracy of any representation or warranty granted by the other Party in this Contract, during a period of one (1) year from the Closing Date (or of two (2) years from the Closing Date in the case of the representations and warranties of the parties as provided in and the limitations set forth in Clauses 3.1, 3.2, 3.4 or 4 of this Article 10, Seller agrees to indemnify, defend and hold harmless Buyer and its Affiliates (including, after the Closing, the Insurance CompaniesContract), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication or (the “Buyer Indemnified Parties,” and individually ii) as a “Buyer Indemnified Party”), from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any result of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any breach of any obligation of the representations and warranties of Seller contained other Party in this Agreement Contract, the Party granting the inaccurate representation or warranty or breaching such Party’s obligation hereunder must indemnify and maintain free from liability before third parties the Party and the Affiliates of such Party that have incurred in any certificate such losses, damages or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amountliabilities. Notwithstanding anything else contained herein the foregoing to the contrary, (a) in no event shall the maximum total amount of any claims by the Republic or any Related Party of the Republic for breaches of any provisions of this Contract or the Agreement exceed at any time the amounts received in the Bank Account pursuant to this Contract and the Agreement (except for any claims made pursuant to Clause 2.6(a) hereof, which Seller claims shall not be subject to such limit); and (b) in no event shall the total amount of any claims by the Transferor or any Related Party of the Transferor for breaches of any provisions of this Contract or the Agreement exceed at any time while an Event of Default has not occurred, the Unpaid Balance of the Compensation (except for any claims made pursuant to Clause 2.6(c) hereof, which claims shall not be subject to such limit). In case an event giving either Party and/or any of their respective related parties (individually, an “Indemnified Party”) the right to indemnification pursuant to Clauses 2.6(a) and (c) of this Contract or to this Clause 5.1 takes place, such Indemnified Party shall give prompt written notice to the Party liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price such indemnification obligations (the “CapIndemnifying Party”); provided, however) of the event in question and of the amount in dollars of the United States of America that such Indemnified Party is entitled to receive as indemnification. Upon determination of the indemnification to which an Indemnified Party shall be entitled, the Deductible Amount and Indemnifying Party shall have a period of thirty (30) Days from the Cap shall not apply date on which the indemnification was determined in order to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject pay such indemnification to the immediately preceding sentenceIndemnified Party by electronic wire transfer to the bank account that such Indemnified Party shall have previously notified in writing to the Indemnifying Party, nothing and if the indemnification is not paid in this Section 10.2(afull on or before the expiration of such period of thirty (30) Days, any unpaid balance of such indemnification amount shall be interpreted to impose liability on Seller for breaches accrue interest at an annual rate of seven percent (7%) until payment is received by the representations and warranties of Seller under Article 3 in an aggregate amount greater than the CapIndemnified Party.

Obligation to Indemnify. (a) Subject to the expiration provisions of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10Section IV.G, Seller agrees to indemnify, defend Company will indemnify and hold harmless Buyer Lender, its Affiliates, managers and its Affiliates (including, after the Closing, the Insurance Companies)advisors, and each of their respective officers, directors, officersshareholders, partners, employees, agents, representatives, successors agents and assignsattorneys, without duplication and any person who controls Lender within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (the collectively, “Buyer Indemnified Lender Parties,” and individually each a “Buyer Indemnified Lender Party”), harmless from any and against all liabilities includinglosses, without limitationliabilities, all costsobligations, claims, contingencies, damages, reasonable costs and expenses, finesincluding all judgments, ordersamounts paid in settlements, penalties court costs and reasonable outside attorneys’ fees and disbursements costs of investigation (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred that any Lender Party may suffer or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason incur as a result of or arising out of or in connection with relating to (ia) any breach of any of the representations and warranties of Seller contained representations, warranties, covenants or agreements made by Company in this Agreement or in the other Transaction Documents, (b) any certificate untrue statement or other document delivered pursuant hereto alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, Prospectus Supplement, or any information incorporated by reference therein, or arising out of or based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (without regard c) any action based upon, connected with, or otherwise arising out of or in any way relating to any KnowledgeTransaction Documents, materiality the resale of Conversion Shares or Material Adverse Effect qualifications contained therein)any shares of Common Stock by Lender, (ii) any breach of requirement that any of the covenants and agreements of Seller contained in this AgreementReleased Parties was or is required to register as a dealer under federal securities laws, and (iii) any Actions set forth on Schedule 10.2all matters related thereto; provided, however, that Company will not be obligated to indemnify any Lender Party for any Losses finally adjudicated to be caused solely by (i) a false statement of material fact contained within written information provided by such Lender Party expressly for the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(ipurpose of including it in the applicable Registration Statement, Prospectus, Prospectus Supplement, or (ii) for such Lender Party’s unexcused material breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions an express provision of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap.