Common use of Indemnification by the Purchaser Clause in Contracts

Indemnification by the Purchaser. From and after the Closing, the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from: (a) the breach of any representation or warranty made by the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.

Indemnification by the Purchaser. From and after the Closing, the The Purchaser agrees to indemnify each Seller and its Affiliateseach of their respective Affiliates against, officersand agree to hold each of them harmless from, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, Losses incurred or suffered by a Seller or any of its Affiliates arising out of or resulting from: , (ai) the any breach of a representation or warranty of the Purchaser contained in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement (provided, however, that for purposes of this provision, with respect to any representation or warranty that by its terms contains a qualification or limitation as to materiality, Material Adverse Effect or Purchaser’s Knowledge, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation and Losses shall be calculated by disregarding such qualification or limitation), (ii) any breach of an agreement or covenant made by the Purchaser in this Agreement Agreement, (it being understood that iii) any representation Assumed Liability or (iv) any failure of the Purchaser or any of its Affiliates to comply with any Requirement of Law in connection with the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, the Sellers and warranty made their Affiliates will not be entitled to indemnity pursuant to subsection 9.3(i): (A) in respect of any individual Action or individual claim or occurrence or any series of related Actions, claims or occurrences (including any class action) or any series of Actions or claims arising from similar facts, until Losses in respect of such individual or related series of Actions, claims, facts or occurrences are greater than the De Minimis Claim Amount; or (B) for any Losses, until the aggregate amount of all such Losses incurred or suffered by the Purchaser Sellers or any of their Affiliates exceeds the Deductible Amount, in this Agreement which case the Sellers and their Affiliates shall be interpreted without giving effect entitled to any limitations or qualifications as to “materiality” (including indemnification for the word “material” set forth therein)); (b) the breach full amount of any covenant or agreement by the Purchaser Losses in this Agreement; (c) the Purchaser’s ownership or operation excess of the Business Deductible Amount; provided, that in no event will the Sellers or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed their Affiliates be entitled to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility indemnity for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (hsubsection 9.3(i) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To to the extent that the Purchaser’s undertakings amount of such Losses, in the aggregate, incurred or suffered by the Sellers or their Affiliates pursuant to subsection 9.3(i) (other than in respect of a breach of a Purchaser Fundamental Representation) exceeds the Indemnity Cap Amount; and provided, further, that the limitations set forth in this Section 8.03 may be unenforceable, (A) and (B) above (including the Purchaser shall contribute limitation set forth in the maximum amount that it is permitted to contribute under applicable Law foregoing proviso with respect to the payment and satisfaction Indemnity Cap Amount) shall not apply in respect of all Losses incurred by the Seller Indemnified Partiesany indemnity for a breach of a Purchaser Fundamental Representation.

Indemnification by the Purchaser. From and after (a) Effective as of the Closing, the Seller Purchaser shall indemnify and its Affiliateshold harmless Warrantors, officers, directors, employees, agentsSellers and their respective Representatives, successors and assigns (each each, a “Seller Indemnified PartyIndemnitee”) shall be indemnified and held harmless by the Purchaser for and against any losses, Liabilities, damages, liens, penalties, costs and all expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Indemnitee as a result of, arising out of or resulting from: in connection with (ai) the any breach of of, or inaccuracy in, any representation or warranty made by the Purchaser contained in this Agreement (it being understood that for the avoidance of doubt, including any representation lawsuits based on any conducts prior to this Agreement); and warranty made (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by the Purchaser in this Agreement Agreement, provided that, the Purchaser shall not be liable to Indemnitee for indemnification under Section 11.3: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.3(a) exceeds on the Basket, in which event Purchaser shall be interpreted without giving effect liable to any limitations or qualifications as to “materiality” the full extent of such Losses and not only the excess of the Basket; and (including ii) on an aggregate cumulative basis in excess of the word “material” set forth therein));Purchase Price. (b) Effective as of the breach of any covenant or agreement by Closing, the Purchaser shall indemnify any Indemnitee for any Loss suffered by such Indemnitee as a result of or arising out of (i) Purchaser’s and its subsidiaries’ (through equity control or contractual control) failure to withhold or pay any Tax in this Agreement; accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (cbut does not end on) the Closing Date; (ii) any of the Purchaser’s ownership PRC subsidiaries’ (through equity control or operation contractual control) failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or underpayment of the Business or the Purchased Assets from and after Social Insurances before the Closing Date Date; and (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (diii) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising and its subsidiaries’ (through equity control or contractual control) failure to timely obtain any Consent from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth competent Governmental Authority in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of accordance with applicable Laws before the Closing Date. To the extent that the Purchaser’s undertakings set forth in The indemnification under this Section 8.03 may 11.3(b) shall not be unenforceable, prejudiced by or be otherwise subject to any disclosure (in the Purchaser Disclosure Schedule or otherwise) and shall contribute apply regardless of whether the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified PartiesIndemnitee have any actual or constructive knowledge with respect thereto.

Indemnification by the Purchaser. From (a) Subject to the provisions of Section 9.03(b), Parent, its Affiliates and after their successors and assigns, and the Closing, the Seller and its Affiliates, officers, directors, employeesemployees and agents of Parent, agents, its Affiliates and their successors and assigns (each each, a “"Seller Indemnified Party”") shall be indemnified and held harmless by the Purchaser for and against any and all Losses, Losses arising out of or resulting from: (ai) the breach of any representation or warranty made by the Purchaser contained in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein));Agreement; or (bii) the breach of any covenant or agreement by the Purchaser contained in this Agreement;; or (ciii) any Assumed Liabilities; or (iv) any third party claims to the Purchaser’s ownership extent arising primarily out of, or operation relating primarily to, the conduct of the SAP Business before or after the Purchased Assets from Closing, except (i) to the extent that Parent is obligated to indemnify the Purchaser with respect to such Losses pursuant to Sections 9.02 and 7.01 hereof, or (ii) as otherwise contemplated by this Agreement (it being understood that the Purchaser shall have no obligation to indemnify a Seller Indemnified Party hereunder for any Losses to the extent actually paid, satisfied or resolved prior to the date hereof ); or (v) any claim arising out of the employment or discharge at any time on or after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) by the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to , the Purchaser pursuant to Company or SAP Thai of any employee listed on Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) 6.01 of the Disclosure Schedule for which and Section 6.08 of the Disclosure Schedule attached hereto or otherwise, including, without limitation, any failure by the Purchaser has not been substituted for Parent to satisfy its obligations under Article 6 hereof, and any severance amounts payable to such employees arising as a result of his or its Affiliates her discharge or for which Parent termination of employment by the Purchaser, the Company or its Affiliates have not otherwise been released effective as of SAP Thai following the Closing Date. To ; or (vi) subject to the extent that terms of Section 9.02(viii), any Losses arising from claims made by any U.K. Designated Employees against the Purchaser’s undertakings set forth Sellers in this Section 8.03 may be unenforceable, connection with the transfer of their employment pursuant to the U.K. Regulations or as a result of any termination of their employment by the Purchaser (whether such claim shall contribute be for wrongful or unfair dismissal, redundancy payment or dismissal at common law or otherwise) where such termination takes place after the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified PartiesClosing Date.

Indemnification by the Purchaser. From The Purchaser, for any Registration Statement in which it is named as a selling stockholder, agrees to indemnify and after hold harmless, to the Closingfullest extent permitted by law, the Seller and Company, its Affiliatesdirectors, officers, directors, employees, agentsstockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, successors and assigns (each claims, damages or liabilities resulting from any untrue statement of a “Seller Indemnified Party”) shall material fact or any omission of a material fact required to be indemnified and held harmless stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto and against any has not been corrected in a subsequent writing prior to the sale of the Registrable Securities thereunder, or to the extent that such information relates to the Purchaser’s or the Purchaser’s proposed method of distribution of Registrable Securities and all Losses, arising out of or resulting from: (a) the breach of any representation or warranty made was reviewed and expressly approved in writing by the Purchaser expressly for use in this Agreement the Registration Statement or Prospectus or amendment or supplement thereto (it being understood that the Purchaser has approved Exhibit A hereto for this purpose); provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any representation and warranty made loss, claim, damage, liability or expense if such settlement is effected without the consent of the Purchaser. In no event shall the liability of the Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Purchaser in connection with any claim relating to this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including Section 5 and the word “material” set forth therein)); (b) the breach amount of any covenant damages the Purchaser has otherwise been required to pay by reason of such untrue statement or agreement omission) received by the Purchaser in this Agreement; (c) upon the Purchaser’s ownership or operation sale of the Business or Registrable Securities included in the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed Registration Statement giving rise to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiessuch indemnification obligation.

Indemnification by the Purchaser. From and after the ClosingIn addition to all other sums due hereunder or provided for in this Agreement, the Seller Purchaser agrees to indemnify and hold harmless the Company and its Affiliates, officers, directors, agents, employees, agentssubsidiaries, successors partners and assigns controlling persons (each each, a “Seller "Company Indemnified Party”") shall be indemnified and held harmless to the fullest extent permitted by the Purchaser for law from and against any and all Losses, arising out of or Liabilities resulting from: (a) the breach of from any representation or warranty made by the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by of the Purchaser contained in this Agreement; ; provided, however, that the Purchaser shall not be liable under this Section 7.2: (ca) for any amount paid in settlement of claims without the Purchaser’s ownership 's consent (which consent shall not be unreasonably withheld) or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed b) to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that it is finally judicially determined that such Liabilities resulted primarily from the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceablewillful misconduct, bad faith or gross negligence of such Company Indemnified Party; provided, further, that if and to the extent that such indemnification is unenforceable for any reason, the Purchaser shall contribute make the maximum amount that it is permitted to contribute under applicable Law contribution to the payment and satisfaction of such indemnified liability which shall be permissible under applicable laws. In connection with the obligation of the Purchaser to indemnify for expenses as set forth above, the Purchaser further agrees to reimburse each Company Indemnified Party for all Losses such expenses (including reasonable fees, disbursements and other charges of counsel) incurred by such Company Indemnified Party on a monthly basis (subject to receipt of customary invoices and other appropriate documentation); provided, however, that if a Company Indemnified Party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the Seller extent it is finally judicially determined that the Liabilities in question resulted primarily from the willful misconduct, bad faith or gross negligence of such Company Indemnified PartiesParty. Notwithstanding anything to the contrary in this Agreement, any claim for indemnification under this Section 7.2 shall be limited solely to the assets of the Purchaser and shall not be made against or in any way be construed to include the assets of ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co. In addition, the indemnification provided by the Purchaser in this Section 7.2 shall be limited as follows: the Purchaser shall not be obligated to pay any amount for indemnification in excess of the Purchase Price paid by the Purchaser.

Indemnification by the Purchaser. From and after the Closing, the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from: (a) Subject to Section 3.3 hereof, the Purchaser hereby agrees to indemnify and hold harmless the Company and the Stockholder against and in respect of all damages, claims, losses and expenses (including without limitation, attorneys' fees and disbursements) reasonably incurred by the Company or the Stockholder with respect thereto (all such amounts may hereinafter be referred to as "Seller Damages") arising out of: (i) any misrepresentation or breach of any representation or warranty made by the Purchaser in pursuant to the provisions of this Agreement or in any statement, certificate or other document furnished by the Purchaser pursuant to this Agreement; and (it being understood that ii) the nonperformance or breach of any representation covenant, agreement or obligation of the Purchaser which has not been waived by the Company and warranty made the Stockholder collectively. (b) Subject to Section 3.3 hereof, the Purchaser shall be obligated to indemnify the Company and/or the Stockholder, as the case may be, pursuant to this Section 6.4 only with respect to claims for Seller Damages as to which the Company or the Stockholder shall have given written notice to the Purchaser on or before the close of business on the sixtieth day following the second anniversary of the Closing Date. (c) Notwithstanding the indemnification provided pursuant to Subsection 6.4(a) above, no amount shall be payable by the Purchaser in indemnification hereunder or under any other provision of this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including unless the word “material” set forth therein)); (b) the breach aggregate amount of any covenant or agreement by Seller Damages in respect of which the Purchaser in this Agreement; (c) the Purchaser’s ownership or would be liable, but for operation and application of the Business or provisions of this Subsection 6.4(c), exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) and then only to the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder);extent of such excess. (d) In any case where the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) Purchaser has indemnified the Company or the Stockholder for any Seller Damages and the Company or the Stockholder recover from third parties all or any part of the amount so indemnified by the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated , the Company or the Stockholder, as the case may be, shall promptly reimburse to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which amount paid by the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by Company or the Seller Indemnified PartiesStockholder, as the case may be, up to the amount so recovered.

Indemnification by the Purchaser. From and after (1) The Purchaser hereby indemnifies the ClosingSeller, the Seller and its Affiliatesshareholders, officers, directorsdirectors and affiliates (collectively, employees, agents, successors and assigns (each a “the "Seller Indemnified Party”Parties") against and agrees to hold each of them harmless from any and all damages, loss, liability, expense (including, without limitation, reasonable out-of-pocket expenses of investigation and reasonable attorneys' fees and expenses in connection with any action, suit or proceeding brought against or involving the Seller) and costs (collectively, "Seller Indemnified Amounts") incurred or suffered by any of the Seller Indemnified Parties arising out of any misrepresentation or breach of warranty, covenant or agreement made or to be performed by the Purchaser pursuant to this Agreement. (2) The agreements and indemnities of the Purchaser contained herein shall be indemnified and held harmless cumulative, except that any of the Seller Indemnified Parties shall not recover more than once for the same Seller Indemnified Amount. (3) The Seller Indemnified Parties agree to give notice to the Purchaser promptly after learning of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder, provided, however, that the failure of any of the -------- ------- Seller Indemnified Parties to give such notice shall not constitute a waiver of its rights hereunder in respect of the claim, suit, action or proceeding with respect to which such notice was required to have been given hereunder. (4) The Purchaser shall not be liable under this Section 8.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought. (5) The amount required to be paid to any of the Seller Indemnified Parties by the Purchaser for and against any and all Losses, arising out of or resulting from: Seller Indemnified Amounts hereunder shall be paid not later than thirty (a30) the breach of any representation or warranty made days after receipt by the Purchaser in this Agreement (it being understood of written notice from such party, stating that any representation such Seller Indemnified Amounts have been incurred and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation amount thereof and of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiesrelated indemnity payment.

Indemnification by the Purchaser. From and after the Closing, (1) The Purchaser hereby indemnifies the Seller against and its Affiliatesagrees to hold it harmless from any and all damages, officersloss, directorsliability, employeesexpense (including, agentswithout limitation, successors reasonable out-of-pocket expenses of investigation and assigns reasonable attorneys fees and expenses in connection with any action, suit or proceeding brought against or involving the Seller) and cost incurred or suffered by the Seller (each a “Seller collectively, "Indemnified Party”Amounts") arising out of (i) any misrepresentation or breach of warranty, covenant or agreement made or to be performed by the Purchaser pursuant to this Agreement or (ii) any and all exercise of the Rights by Purchaser. The agreements and indemnities of the Purchaser contained herein shall be indemnified and held harmless cumulative, except that the Seller shall not recover more than once for the same Indemnified Amount. (2) The Seller agrees to give notice to the Purchaser promptly after learning of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder; provided, however, that the failure of the Seller to give such notice shall not constitute a waiver of its rights hereunder in respect of the claim, suit, action or proceeding with respect to which such notice was required to have been given hereunder. (3) The Purchaser shall not be liable under this Section 6.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought. (4) The amount required to be paid to the Seller by the Purchaser for and against any and all Losses, arising out of or resulting from: Indemnified Amounts hereunder shall be paid not later than thirty (a30) the breach of any representation or warranty made days after receipt by the Purchaser in this Agreement (it being understood of written notice from the Seller, stating that any representation such Indemnified Amounts have been incurred and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation amount thereof and of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiesrelated indemnity payment.

Indemnification by the Purchaser. From The Purchaser agrees to indemnify and after the Closing, hold each of the Seller and its AffiliatesAffiliates and any and all of their respective partners, directors, managers, members, officers, directors, employees, agentsagents and controlling Persons (each, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified harmless from and held harmless by against, and will pay to each Seller Indemnified Party the Purchaser for and against amount of, any and all LossesLosses (including attorneys’ fees) awarded against or incurred or suffered by such Seller Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, to the extent directly arising out of or resulting from: (ai) the any breach of any representation representation, warranty or warranty certification made by the Purchaser in this Agreement (it being understood that any representation and warranty made of the Transaction Documents to which the Purchaser is party or certificates given by the Purchaser in writing pursuant to this Agreement shall be interpreted without giving effect to or (ii) any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of or default under any covenant or agreement by the Purchaser in this Agreement; pursuant to any Transaction Document to which the Purchaser is party; provided, however, that the foregoing shall exclude any indemnification to any Seller Indemnified Party to the extent resulting from (cA) the bad faith, gross negligence or willful misconduct of such Seller Indemnified Party or (B) acts or omissions of the Purchaser based upon the written instructions from any Seller Indemnified Party. Notwithstanding the foregoing, absent the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) actual fraud, in no event shall the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated indemnification obligations under clause (i) of this Section 7.2 exceed, individually or in the aggregate, an amount equal to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) Purchase Price, less all payments of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred Royalties received by the Seller Indemnified Partiesprior to and through resolution of the applicable claim. Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Indemnification by the Purchaser. From and after The Purchaser agrees to indemnify the ClosingPartnership, the Seller General Partner, NuStar GP and its Affiliatestheir respective Representatives (collectively, officers, directors, employees, agents, successors and assigns (each a the “Seller Indemnified PartyPartnership Related Parties”) shall be indemnified from, all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and held hold each of them harmless by the Purchaser for and against against, any and all Lossesactions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of of, or resulting from: in any way related to (a) the breach failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made (except to the extent any representation or warranty made by the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including includes the word “material,” set forth therein)); Material Adverse Effect or words of similar import, with respect to which such representation or warranty, or applicable portions thereof, must have been true and correct in all respects) or (b) the breach of any covenant of the covenants or agreement by obligations of any the Purchaser contained herein (including failure to deliver payment pursuant to the Funding Amount); provided that, in this Agreement; (c) the Purchaser’s ownership or operation case of the Business immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made prior to the Purchased Assets from expiration of the survival period of such representation or warranty; and after provided, further, that for purposes of determining when an indemnification claim has been made, the Closing Date date upon which a Partnership Related Party shall have given notice (excluding Excluded Liabilities or Liabilities stating in reasonable detail the basis of the claim for which the Seller has agreed to indemnify the Purchaser hereunder); (dindemnification) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant shall constitute the date upon which such claim has been made; and provided, further, that the liability of any Purchaser shall not be greater in amount than the Funding Amount plus any distributions paid to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has with respect to the Purchased Common Units. No Partnership Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.02; provided, however, that such limitation shall not been substituted prevent any Partnership Related Party from recovering under this Section 6.02 for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To any such damages to the extent that the Purchaser’s undertakings set forth such damages are payable to a third party in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiesconnection with any Third-Party Claims.

Indemnification by the Purchaser. From (a) The Purchaser shall hold harmless and after the Closing, indemnify the Seller and its AffiliatesShareholders from and against, officersand shall compensate and reimburse the Seller for, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless any Damages that are proximately suffered or incurred by the Purchaser for Seller or Shareholders or to which the Seller or Shareholders may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and against any and all Lossesthat arise directly or indirectly from or as a direct or indirect result of, arising out of or resulting fromare directly or indirectly connected with: (ai) the breach any Breach of any of the representations or warranties of the Purchaser contained in this Agreement, the other Transactional Agreements or in any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement, as of the date such representation or warranty was made by or as if such representation or warranty was made on and as of the Purchaser Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall or breach of which will be interpreted without giving effect determined with reference to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)such specified date); (bii) the breach any Breach or non-fulfillment of any covenant covenant, agreement or agreement obligation to be performed by the Purchaser in pursuant to this Agreement, the other Transactional Agreements or any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement; (ciii) any claim or Proceeding against the Seller or Shareholders by any Person based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Purchaser or any of its Affiliates conducted, existing or arising after the Closing Date; (iv) Purchaser’s ownership use of Seller’s Medicare or operation of the Business Medicaid Provider or the Purchased Assets from and submitter numbers after the Closing Date to submit claims for services provided by Seller after the Closing Date; or (excluding Excluded v) any failure on the part of the Purchaser to perform and discharge the Assumed Liabilities and the Transitional Costs on a timely basis. (b) Subject to Section 4.3(c), and except for the obligations specified in Section 4.3(a)(v), the Purchaser shall not be required to make any indemnification payment pursuant to Section 4.3(a) for any Breach of any of its representations and warranties until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or Liabilities for warranties) that have been directly or indirectly suffered or incurred by the Seller, or to which the Seller has agreed to indemnify otherwise become subject, exceeds $5,000 in the Purchaser hereunder); (d) aggregate. If the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) total amount of such Damages exceeds $5,000 in the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceableaggregate, the Purchaser Seller shall contribute be entitled to be indemnified against and compensated and reimbursed for the maximum entire amount of such Damages, and not merely the portion of such Damages that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.exceeds $5,000. Asset Purchase Agreement, MTBC & WFS 22

Indemnification by the Purchaser. From and after the ClosingExcept as otherwise provided in this Article VIII, the Purchaser agrees to and shall defend, indemnify and hold harmless the Seller from and its Affiliatesagainst, officersand shall reimburse the Seller for, directorseach and every Loss, employeesrelating to, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, resulting from or arising out of of, or resulting fromany allegation by any third party of, the following: (a) the breach of any inaccuracy in any representation or warranty made by of the Purchaser in under this Agreement (it being understood that any representation and warranty made by or the Purchaser in this Agreement shall certificate to be interpreted without giving effect delivered pursuant to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)Section 6.3(c); (b) the any breach or nonfulfillment of any covenant covenant, agreement or agreement by other obligation of the Purchaser in under this Agreement;Agreement or any Transaction Document; or (c) without limiting the Purchaser’s ownership or Seller's obligations under Section 8.1, any liabilities arising out of the operation of the Business or the Purchased Assets from and Company's business after the Closing Date (excluding Excluded Liabilities Closing, including, without limitation, any liabilities under the operating leases transferred to the Company pursuant to Section 4.3(b). With respect to matters not involving Proceedings brought or Liabilities asserted by third parties, within ten days after notification from the Seller supported by reasonable documentation setting forth the nature of the circumstances entitling such party to indemnity hereunder, the Purchaser, at no cost or expense to such party shall diligently commence resolution of such matters in a manner reasonably acceptable to such party and shall diligently and timely prosecute such resolution to completion. If the Purchaser, within ten days after notice, fails to diligently commence resolution of such matters in a manner reasonably acceptable to such party, that party shall have the right to undertake the resolution of such matters at the expense of the Purchaser. With respect to those claims that may be satisfied by payment of a liquidated sum of money, the Purchaser shall pay the amount so claimed to the extent supported by reasonable documentation within 15 days of such resolution. If the Purchaser disputes its liability in connection with such claim, it shall pay any undisputed part of such liability, and the Purchaser and the party seeking indemnity shall have 30 days to resolve any remaining dispute. If the Purchase and such party are unable to resolve such dispute within 30 days, they shall submit such dispute to non- binding mediation in accordance with the procedure set forth in Section 8.2. If litigation or any other Proceeding is commenced between the Purchaser and the Seller, the prevailing party in such litigation or other Proceeding shall be entitled to recover all reasonable costs and expenses incurred in connection with such litigation or other Proceeding, including, without limitation, attorneys' fees. If litigation or any other Proceeding is commenced or threatened by any third party for which the Seller has agreed is entitled to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in indemnification under this Section 8.03 may be unenforceable8.3, the Purchaser provisions of Section 8.4 shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiescontrol.

Indemnification by the Purchaser. From (a) Subject to the terms and conditions of this Article IX, from and after (and contingent on) the Closing, the Purchaser shall indemnify, defend, and hold harmless the Seller and its Affiliates, officers, directors, employees, agentsRepresentatives, successors and assigns (each a collectively, the “Seller Indemnified PartyParties”) against, and shall be indemnified compensate and held harmless by reimburse the Purchaser for and against Seller Indemnified Parties for, any and all Losses, Damages actually incurred or suffered by the Seller Indemnified Parties to the extent arising out of or resulting from: : (ai) the any inaccuracy in or breach of any representation or warranty made by the Purchaser in this Agreement (it being understood that or any representation and warranty made by the Purchaser in certificate delivered pursuant to this Agreement shall be interpreted (in each case, without giving effect to any limitations materiality, Purchaser Material Adverse Effect or qualifications as to “materiality” similar qualification limiting the scope of such representation or warranty); and (including the word “material” set forth therein)); (bii) the any breach of any covenant or agreement required to be performed by the Purchaser in pursuant to this Agreement;. (b) The Seller Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.3(a) unless on or before the applicable date specified in Section 9.1, the Seller notifies the Purchaser in writing of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Seller. (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the The Seller has agreed Indemnified Parties shall have no right to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser recover any amounts pursuant to Section 8.08; (h9.3(a)(i) any Guarantee that is set forth in Section 5.04(f) until the total amount of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses such Damages incurred by the Seller Indemnified PartiesParties under Section 9.3(a)(i), in the aggregate, exceeds the Deductible, in which case the Seller Indemnified Parties will be entitled to recover any Damages pursuant to Section 9.3(a)(i) in excess of the Deductible, subject to the other limitations in this Article IX. Furthermore, no Seller Indemnified Party shall be entitled to indemnification with respect to any individual claim pursuant to Section 9.3(a)(i) for Damages if the entire amount of Damages related to such claim is less than the Per-Claim Threshold; provided that in the case of any group of claims arising out of the same or substantially similar facts, events or circumstances, such claims shall be aggregated for purposes of determining whether the Per-Claim Threshold has been exceeded. Notwithstanding the foregoing, the limitations in this Section 9.3(c) shall not apply to claims of actual fraud or any inaccuracy in or breach of the Purchaser Fundamental Representations. (d) The Seller Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.3(a)(i) (other than for claims of actual fraud or any inaccuracy in or breach of any Purchaser Fundamental Representation) in excess of $99,000,000. (e) Notwithstanding any other provision of this Agreement to the contrary, except with respects to claim of actual fraud, the Purchaser’s maximum aggregate indemnification liability pursuant to Section 9.3(a) shall not exceed the Purchase Price.

Indemnification by the Purchaser. From The Purchaser and after the Closing, its successors and assigns shall indemnify the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against in respect of any and all Losses, arising out Damages incurred by the Seller and its successors and assigns in connection with each and all of or resulting fromthe following: (a) The claim by any person for any broker’s or finder’s fee or similar fee charged for commission that arises from any actions, statements, or commitments made by the Purchaser or its agents or Affiliates. (b) The breach or other failure to perform any covenant, agreement, or obligation of the Purchaser contained in this Agreement or any other Acquisition Document or any other instrument, including all certificates contemplated hereby or thereby. (c) Any breach of any representation or warranty made by the Purchaser contained in this Agreement or any other Acquisition Document or any other instrument, including all certificates, contemplated hereby or thereby. (it being understood d) Any breach or other failure to perform fully perform any agreement that is required to be disclosed pursuant to Section 2.13(a)(vi) hereof. (e) Any damages (including, without limitation, costs of response, removal, remediation, corrective action, property damage, personal injury, damage to natural resources, settlement, and attorneys’ fees) paid by the Seller or Forsbergs and accruing from the operations of the Purchaser, or the operations of the business at any representation time after the Closing date and warranty made solely attributable to the Transferred Assets. (f) Any liability to employees or to third parties for personal injury or death or damage to property arising out of or occurring in connection with products sold or services rendered by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which in excess of, not covered by, and not deductible from the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities;Insurance Policies. (g) All claims made by former or current employees of the Purchaser’s responsibility for Losses Purchaser alleging the occurrence of, or arising from Straddle Environmental Liabilities allocated out of, an allegation relating to any breach of any fiduciary obligation after the Closing Date under any employee benefit plan, provided, however, Purchaser has no obligation to continue any employee benefit plan implemented by Seller prior to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiesdate.

Indemnification by the Purchaser. From The Purchaser hereby undertakes to indemnify and after the Closing, defend the Seller and its Affiliateshold the Seller harmless against all losses, officersclaims, directorsdamages, employeesliabilities, agentscosts, successors expenses (including attorneys’ fees and assigns expenses of investigation and defense) (each a “Seller Indemnified PartyLosses”) shall be indemnified and held harmless ), paid, incurred or sustained by the Purchaser for and against any and all LossesSeller, arising out including if paid in settlement of or resulting from: in connection with any or actual claim, action, suit, Proceeding or investigation, that arises out of, in connection with, or relates to, in whole or in part, (ai) the any breach or inaccuracy of any a representation or warranty made by of the Purchaser in this Agreement or in any Purchaser Document and (it being understood ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, reasonable legal fees and expenses, incurred in or incident to enforcing the indemnities under this Section 12.1; provided, however, that any representation and warranty made by the Purchaser in indemnification obligation pursuant to this Agreement Section 12.1 shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including terminate on the word “material” set forth therein)); (b) the breach second anniversary of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for other than with respect to Section 5.6, regarding which the Seller indemnification pursuant to this Section 12.1 shall not be limited in time) and it shall have no further force or effect thereafter, notwithstanding anything to the contrary contained in any provision of this Agreement or applicable Law (it being clarified that in the event that an indemnity demand under this Section is made prior to the lapse of such period, then the indemnity obligation in respect of such specific demand shall continue to be in full force and effect until finally and irrevocably resolved or dismissed by a non-appealable decision of a competent court or arbitrator, notwithstanding the fact that such applicable period has agreed since passed). The Purchaser shall only be required to indemnify the Purchaser hereunderSeller under this Section 12.1 only if the aggregate Losses (x) exceed one hundred and fifty thousand US dollars (US$150,000) (the “Threshold Amount”); , but if the Losses exceed the Threshold Amount, then all of such Losses shall be subject to indemnification under this Section, and (dy) other than in respect of the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) representations made in Section 5.6, arise from the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated same facts and circumstances which gave rise to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) claim for inaccuracy or breach of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiesrelevant representation.

Indemnification by the Purchaser. From (a) Following the Closing the Purchaser shall indemnify, defend and after hold harmless the Closing, the Seller and its Affiliates, officers, directors, employeesstockholders and employees of the Company immediately prior to the Effective Time (collectively, agents, successors and assigns (each a the “Seller Company Indemnified PartyParties”) shall be indemnified against, and held harmless by the Purchaser for and against reimburse any Company Indemnified Party for, any and all losses, damages, Taxes, costs, expenses, liabilities, obligations and claims of any kind (including in respect of any Action brought by any Governmental Authority or any other Person) including reasonable attorneys’ and consultants’ fees and expenses and other legal costs and expenses reasonably incurred in prosecution, investigation, remediation, defense or settlement (collectively, “Losses”), arising out that such Company Indemnified Party may at any time suffer or incur, or become subject to, as a result of or resulting fromin connection with: (ai) the breach inaccuracy of any representation or warranty representations and warranties made by the Purchaser in this Agreement or any Ancillary Agreement (it being understood that without regard to any materiality qualifier contained in such representation and warranty made or warranty); and (ii) any failure by the Purchaser in to perform any of its covenants or agreements under this Agreement shall be interpreted without giving effect to or any limitations or qualifications as to “materiality” (including of the word “material” set forth therein));Ancillary Agreements. (b) Notwithstanding any other provision in this Agreement to the breach contrary, the Purchaser shall not be required to indemnify, defend or hold harmless any Company Indemnified Party against or reimburse any Company Indemnified Party for any Losses pursuant to Section 9.01(a)(i) unless the Shareholder Representative, on behalf of any covenant or agreement by such Company Indemnified Party, has notified the Purchaser in this Agreement;writing in accordance with Section 9.03(a) of a claim with respect to such matters within the survival period set forth in Section 9.04. (c) Notwithstanding anything herein to the contrary, (i) the Purchaser’s ownership or operation maximum aggregate liability under Section 9.01(a) shall not exceed an amount equal to (A) number of the Business or shares of Purchaser Common Stock escrowed pursuant to the Purchased Assets from and after Escrow Agreement on the Closing Date (excluding Excluded Liabilities or Liabilities for which less the Seller has agreed number of shares equal to indemnify (1) any amount of Losses previously satisfied by Purchaser pursuant to this Section 9.01, divided by (2) the Purchaser hereunderStock Price on the date that each such Loss was satisfied) multiplied by (B) the Purchaser Stock Price and (ii) all indemnification obligations pursuant to this Section 9.01 may be satisfied, at Purchaser’s election, by the payment of cash or the delivery of additional shares of Purchaser Common Stock (valued at the Purchaser Stock Price);. (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser There shall be no liability pursuant to Section 8.08; (h9.01(a) any Guarantee that is set forth until such time as the total amount of Losses pursuant to Section 9.01(a) exceeds $75,000 in the aggregate. If the total amount of Losses pursuant to Section 5.04(f9.01(a) of exceeds $75,000, then the Disclosure Schedule for which Company Indemnified Parties shall be entitled to be indemnified against all such Losses, including the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiesfirst $75,000.

Indemnification by the Purchaser. From (a) The Purchaser agrees, subject to the other terms and conditions of this Agreement and on an after the ClosingTax basis, to indemnify the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (as used in this Section 8.02, each a “"Seller Indemnified Party”") shall be indemnified against and held hold each Seller Indemnified Party harmless by the Purchaser for and against any and from all Losses, Losses arising out of or resulting from: (ai) the breach of any representation or warranty made by the Purchaser contained in this Agreement Article IV and (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (bii) the breach of any covenant or agreement of the Purchaser herein. Anything in Section 8.01 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Purchaser for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by the Purchaser describing in this Agreement;detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 8.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. (cb) the Purchaser’s ownership or operation The indemnification obligations of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h8.02(a)(i) any Guarantee that is set forth in Section 5.04(f) of shall not be effective until the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum aggregate dollar amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred which would otherwise be indemnifiable pursuant to Section 8.02(a)(i) exceeds $500,000 (the "Purchaser's Threshold Amount"), in which event such claims shall be indemnifiable from the first dollar thereof. In addition, no claim may be made against the Purchaser for indemnification pursuant to Section 8.02(a)(i) with respect to any individual item (or aggregation of similar items) of Loss, unless such item (or aggregation of similar items) exceeds $10,000, nor shall any such item (or aggregation of similar items) which does not exceed $10,000 be applied to or considered part of the Purchaser's Threshold Amount. The indemnification obligations of the Purchaser pursuant to Section 8.02(a)(i) shall be effective only until the dollar amount paid in respect of all Losses indemnified against under Section 8.02(a)(i) aggregates to an amount equal to $15,000,000. For the purposes of this Section 8.02(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall be deemed to be an amount (i) net of any Tax benefit actually realized by the Seller Indemnified PartiesParty making such claim on or prior to the date of an indemnification payment under this Section 8.02 and (ii) net of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Seller Indemnified Party making such claim from any third party with respect thereto (on an after tax basis). (c) Payments by the Purchaser to any Seller Indemnified Party pursuant to Section 8.02(a) shall be limited to the amount of any Losses that remains after deducting therefrom (i) any Tax benefit actually realized by such Seller Indemnified Party on or prior to the date of an indemnification payment under this Section 8.02 and (ii) any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by such Seller Indemnified Party from any third party with respect thereto (on an after tax basis). If a payment is made by the Purchaser to any Seller Indemnified Party in accordance with this Section 8.02, and if a Tax benefit subsequently is actually realized by such Seller Indemnified Party or any Affiliate of such Seller Indemnified Party (that was not previously taken into account to reduce an amount otherwise payable by the Purchaser to such Seller Indemnified Party under this Section 8.02), such Seller Indemnified Party shall promptly pay to the Purchaser at the time of such realization the amount of such Tax benefit to the extent that such amount would have resulted in a reduction in an obligation of the Purchaser under Section 8.02 if the Tax benefit had been obtained at the time that such obligation was satisfied.

Indemnification by the Purchaser. From (a) The Purchaser shall indemnify, defend and after the Closing, save the Seller harmless of and its Affiliatesfrom any and all Damages incurred or suffered by the Seller arising out of or resulting, officersdirectly or indirectly, directorsfrom any liability pertaining, employeesdirectly or indirectly, agentsto any assumed liability pursuant to Section 1.3 hereof or from any misrepresentation by or breach of any representation, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless warranty, covenant, agreement term or condition by the Purchaser for and against contained herein. (b) Except as to any and all Losses, Damages arising out of or resulting from: from any liability assumed pursuant to Section 1.3 hereof or pursuant to Article 13 relating to the Severance Payments, which provisions shall survive until they are fulfilled, the Seller must assert in writing any claim for indemnification under this Section 9.3 within twenty-four (a24) months of the breach of any representation or warranty made by the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement;Closing Date. (c) The Seller agrees to give prompt notice to the Purchaser’s ownership or operation Purchaser of the Business assertion of any claim, or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities commencement of any action or Liabilities for proceeding, in respect of which the Seller has agreed indemnity may be sought hereunder. The delay in or failure to indemnify give such notice, however, shall relieve the Purchaser hereunder);of its obligations hereunder only to the extent that the Purchaser has been prejudiced by such delay or failure. The Purchaser shall have the right to, and shall at the request of the Seller, assume the defence of any such suit, action or proceeding at its own expense. (d) the Assumed Liabilities;The Purchaser shall not be liable under this Section 9.3 for any settlement or compromise effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) The Purchaser shall not compromise or settle or cause a compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder which would require the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated Seller to admit any liability or pay any amount without the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) prior written consent of the Disclosure Schedule for Seller, which consent shall be at the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified PartiesSeller's sole discretion.

Indemnification by the Purchaser. From (a) The Purchaser agrees, subject to the other terms and after the Closingconditions of this Agreement, to indemnify the Seller and its Affiliates, and their respective officers, directors, employees, agents, heirs, successors and assigns (as used in this Section 9.02, each a “Seller Indemnified Party”an "INDEMNIFIED PARTY") against and hold them harmless from, and shall be indemnified pay, all liabilities of and held harmless by the Purchaser for costs and against damages (including any costs of investigation, reasonable attorneys' fees and all Losses, expenses and other costs of defense) arising out of or resulting from: (ai) the breach of any representation representation, warranty, covenant or warranty made by agreement of the Purchaser in this Agreement herein (other than Article VI, it being understood that the sole remedy for breach thereof shall be pursuant to Article VI) and (ii) the conduct of the Business by the Purchaser following the Closing. Anything in Section 9.01 to the contrary notwithstanding, no claim may be asserted nor may any representation action be commenced against the Purchaser under this Section 9.02 for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by the Purchaser describing in reasonable detail the facts and warranty circumstances known to the Seller with respect to the subject matter of such claim or action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date and any claim made by the Purchaser in Seller under this Agreement Article IX within the aforesaid time periods shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including considered timely made even if such claim is not resolved until after the word “material” set forth therein)); (b) expiration of the aforesaid periods; PROVIDED, HOWEVER, that a claim may be asserted and an action may be commenced against the Purchaser for breach of any covenant or agreement the agreements and covenants which by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and their terms are to be performed after the Closing Date (excluding Excluded Liabilities including, without limitation, the indemnities contained herein) until the applicable period under the statute of limitations therefor has expired. (b) No claim may be made against the Purchaser for indemnification pursuant to this Section 9.02 with respect to any item of liability or Liabilities damage relating to the breach of a representation or warranty unless the aggregate of all such liabilities and damages of the Indemnified Parties with respect to this Section 9.02 shall exceed $500,000 and the Purchaser shall not be required to pay or be liable for the first $500,000 in aggregate amount of such liabilities and damages. No Indemnified Party shall be indemnified pursuant to this Section 9.02 with respect to any item of liability or damage if the aggregate of all liabilities and damages of the Indemnified Parties for which the Seller has agreed Indemnified Parties have received indemnification pursuant to indemnify this Section 9.02 shall have exceeded an amount equal to the Purchaser hereunder);Adjusted Purchase Price. (dc) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to Payments by the Purchaser pursuant to Section 8.08;9.02(a) shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Indemnified Party from any third party with respect thereto; PROVIDED, HOWEVER, that the reduction for insurance proceeds shall itself be reduced by the present value of the Seller's reasonably estimated increase in insurance costs directly attributable to the claim in respect of which such insurance proceeds shall have been received for the five years following the receipt of such proceeds using a discount rate of six percent. (hd) An Indemnified Party shall give the Purchaser prompt written notice of any Guarantee claim, assertion, event or proceeding by or in respect of a third party of which an Indemnified Party has knowledge concerning any liability or damage as to which an Indemnified Party may request indemnification hereunder. Failure to give such notice shall not waive any right to indemnification on the part of the Indemnified Party or Parties who fail to give such notice, except only to the extent of any damage or loss actually suffered by the Purchaser by reason of the delay in receiving such notice. The Purchaser shall have the right to direct, through counsel of its own choosing, provided such counsel is reasonably satisfactory to the Indemnified Party, the defense or settlement of any such claim or proceeding at its own expense, provided that the Purchaser vigorously and diligently pursues such defense in good faith and keeps the Indemnified Party and its attorneys reasonably informed as to the progress of the defense and any proposed settlement. If the Purchaser elects to assume the defense of any such claim or proceeding, the Indemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party shall be paid by the Indemnified Party. The Indemnified Party shall provide the Purchaser with access to such Indemnified Party's records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Purchaser in the defense or settlement thereof, and the Purchaser shall reimburse the Indemnified Party for all the reasonable out-of-pocket expenses of such Indemnified Party in connection therewith. If the Purchaser elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, (i) unless the Purchaser consents in writing to such payment which consent shall not be unreasonably withheld, but if such consent is not given in the case of a settlement proposal, the Purchaser will post a letter of credit from a bank reasonably satisfactory to the Seller in the amount of such proposed settlement, or (ii) unless the Purchaser, subject to the last sentence of this Section 9.02(d), withdraws from the defense of such asserted liability, or (iii) unless a final judgment from which no appeal may be taken by or on behalf of the Purchaser is entered against the Indemnified Party for such liability, or (iv) unless there is a material risk if such asserted liability is not paid then an injunction or other equitable relief will be granted which will materially adversely effect the business of the Seller or there is a material risk of the seizure of any material assets of the Seller or a material risk that a lien or liens will be imposed on any such material asset. If the Purchaser shall fail to defend, or if, after commencing or undertaking any such defense, the Purchaser fails to diligently prosecute and defend or withdraws from such defense, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Purchaser's expense. If the Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 9.02(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then the Indemnified Party shall give the Purchaser prompt written notice thereof and the Purchaser shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding subject to the conditions set forth above; provided that if the Purchaser does not assume or reassume the defense within ten Business Days or any earlier time that such offer to settle expires and post a letter of credit reasonably satisfactory to the Seller in Section 5.04(f) the amount of the Disclosure Schedule for which proposed settlement, then the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as Indemnified Party can settle such claim in good faith without the consent of the Closing Date. To the extent that the Purchaser’s undertakings . (e) Except as set forth in this Section 8.03 may be unenforceableAgreement, the Closing Note and the Escrow Agreement, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law not making any representation, warranty, covenant or agreement with respect to the payment matters contained herein or therein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein or therein shall give rise to any right on the part of the Indemnified Party, after the consummation of the purchase and satisfaction sale of all Losses incurred the Shares contemplated by this Agreement, to rescind this Agreement or any of the Seller Indemnified Partiestransactions contemplated hereby.

Indemnification by the Purchaser. (a) From and after the Closing, subject to the other provisions of this Article 9 and to Section 8.03, the Purchaser agrees to indemnify and defend the Seller and its Affiliates, officersits and their respective direct and indirect equity owners and each of the Representatives of the foregoing (collectively, directors, employees, agents, successors and assigns (each a the “Indemnified Seller Indemnified PartyEntities”) shall be indemnified for, and held to hold each of them harmless by the Purchaser for from and against against, any and all LossesIndemnifiable Losses suffered, arising out of paid or resulting fromincurred by any such Indemnified Seller Entity as a result of: (ai) the any breach of any representation or warranty of the representations and warranties made by the Purchaser in Article 5 or in any Other Transaction Agreement, or any failure of any of such representations and warranties to be true and correct on and as of the Closing Date; and (ii) any breach of any of the covenants or agreements of the Purchaser contained in this Agreement Agreement. (it being understood b) Notwithstanding anything to the contrary contained in this Section 9.02, the Indemnified Seller Entities shall be entitled to indemnification: (i) with respect to any Claim for indemnification pursuant to Section 9.02(a)(i), only if the aggregate of Indemnifiable Losses to all Indemnified Purchaser Entities with respect to all such Claims exceeds the Deductible, whereupon (subject to the provisions of clauses (ii) and (iii) below) the Purchaser shall be obligated to pay in full all such amounts but only to the extent such aggregate Indemnifiable Losses are in excess of the amount of the Deductible; provided that the Deductible shall not apply to Losses suffered, paid or incurred by an Indemnified Seller Entity as a result of any representation breach of any of the Purchaser Specified Representations; (ii) with respect to any Claim for indemnification pursuant to Section 9.02(a)(i), only with respect to individual items or a series of related items where the Indemnifiable Losses relating thereto are in excess of $50,000 (any items less than such threshold shall not be aggregated for the purposes of the immediately preceding clause (i)); and (iii) only if such Claims are made on or before the expiration of the survival period pursuant to Section 8.01 for the applicable representation, warranty, covenant or agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) except with respect to a breach of the Purchaser Specified Representations, in no event shall the Purchaser’s aggregate liability to the Indemnified Seller Entities under Section 9.02(a) exceed the Cap; and (ii) subject to, and warranty made by without limiting, Section 9.02(c)(i), in no event shall the Purchaser’s aggregate liability to the Indemnified Purchaser Entities under Section 9.02(a) exceed the Purchase Price. (d) All materiality qualifications (including the terms “material,” “material adverse effect” and “material respects”) contained in the representations and warranties of the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” disregarded for all purposes of this Article 9, including for (including the word “material” set forth therein)); (bi) the determining whether there is a breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from failure to be true and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective correct on and as of the Closing Date. To Date of any of the extent that representations or warranties of the Purchaser and (ii) determining the amount of Losses based upon or arising from any breach of or failure to be true and correct on and as of the Closing Date of any of the representations or warranties of the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.

Indemnification by the Purchaser. From and after the Closing, the (a) Seller and each of its Affiliates, officers, directors, employees, agents, successors and assigns (each a “"Seller Indemnified Party”") shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from: (ai) the breach of any representation or warranty made by the Purchaser contained in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein));Acquisition Documents; or (bii) the breach of any covenant or agreement by the Purchaser contained in the Acquisition Documents. (b) A Seller Indemnified Party shall give the Purchaser notice of any matter which a Seller Indemnified Party has determined has given rise to a right of indemnification under this Agreement; (c) , within 60 days of such determination, stating the Purchaser’s ownership or operation amount of the Business Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed failure to indemnify provide such notice shall not release the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated any of its obligations under this Article VII except to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser is materially prejudiced by such failure. The obligations and Liabilities of the Purchaser under this Article VII with respect to Third Party Claims shall be governed by and contingent upon the following additional terms and conditions: if a Seller Indemnified Party shall receive notice of any Third Party Claim, the Seller Indemnified Party shall give the Purchaser notice of such Third Party Claim within 30 days of the receipt by the Seller Indemnified Party of such notice; provided, however, that the failure to provide such notice (i) shall not release the Purchaser from any of its obligations under this Article VII except to the extent the Purchaser is materially prejudiced by such failure and (ii) shall not relieve the Purchaser from any other obligation or liability that it may have to any Seller Indemnified Party otherwise than under this Article VII. If the Purchaser actively and diligently pursues the defense of such Third Party Claim and if such Third Party Claim does not involve a claim for equitable relief (other than claims for equitable relief that are incidental to and cannot be separated from a primary claim for damages), then the Purchaser shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Seller Indemnified Party within fifteen days of the receipt of such notice from the Seller Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Seller Indemnified Party for the same counsel to represent both the Seller Indemnified Party and the Purchaser’s undertakings set forth , then the Seller Indemnified Party shall be entitled to retain one outside counsel at the expense of the Purchaser. In the event that the Purchaser exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Seller Indemnified Party shall cooperate with the Purchaser in this Section 8.03 may be unenforceablesuch defense and make available to the Purchaser, at the Purchaser's expense, all witnesses, pertinent records, materials and information in the Seller Indemnified Party's possession or under the Seller Indemnified Party's control relating thereto as is reasonably required by the Purchaser. Similarly, in the event the Seller Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Purchaser shall contribute cooperate with the maximum amount that it is permitted to contribute under applicable Law Seller Indemnified Party in such defense and make available to the payment Seller Indemnified Party, at the Purchaser's expense, all such witnesses, records, materials and satisfaction of all Losses incurred information in the Purchaser's possession or under the Purchaser's control relating thereto as is reasonably required by the Seller Indemnified PartiesParty. No such Third Party Claim may be settled by the Purchaser without the written consent of the Seller Indemnified Party unless such Third Party Claim is settled for money damages and includes a release of the Seller Indemnified Party in connection with such Third Party Claim.

Indemnification by the Purchaser. From (a) The Purchaser shall hold harmless and after the Closing, indemnify the Seller and its AffiliatesSole Member from and against, officersand shall compensate and reimburse the Seller for, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless any Damages that are directly suffered or incurred by the Purchaser for Seller or Sole Member or to which the Seller or Sole Member may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and against any and all Lossesthat arise directly or indirectly from or as a direct or indirect result of, arising out of or resulting fromare directly or indirectly connected with: (ai) the breach any Breach of any of the representations or warranties of the Purchaser contained in this Agreement, the other Transactional Agreements or in any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement, as of the date such representation or warranty was made by or as if such representation or warranty was made on and as of the Purchaser Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall or breach of which will be interpreted without giving effect determined with reference to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)such specified date); (bii) the breach any Breach or non-fulfillment of any covenant covenant, agreement or agreement obligation to be performed by the Purchaser in pursuant to this Agreement, the other Transactional Agreements or any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement; (ciii) any claim or Proceeding against the Seller of Sole Member by any Person based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Purchaser or any of its Affiliates conducted, existing or arising after the Closing Date; (iv) Purchaser’s ownership use of Seller’s Medicare or operation of the Business Medicaid Provider or the Purchased Assets from and submitter numbers after the Closing Date to submit claims for services provided by Seller after the Closing Date; or (excluding Excluded v) any failure on the part of the Purchaser to perform and discharge the Assumed Liabilities and the Transitional Costs on a timely basis. (b) Subject to Section 4.3(c), and except for the obligations specified in Section 4.3(a)(v), the Purchaser shall not be required to make any indemnification payment pursuant to Section 4.3(a) for any Breach of any of its representations and warranties until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or Liabilities for warranties) that have been directly or indirectly suffered or incurred by the Seller, or to which the Seller has agreed to indemnify otherwise become subject, exceeds $5,000 in the Purchaser hereunder); (d) aggregate. If the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) total amount of such Damages exceeds $5,000 in the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceableaggregate, the Purchaser Seller shall contribute be entitled to be indemnified against and compensated and reimbursed for the maximum entire amount of such Damages, and not merely the portion of such Damages that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.exceeds $5,000. Asset Purchase Agreement, MTBC & ▇▇▇ ▇▇

Indemnification by the Purchaser. From 9.3.1 Subject to the terms and after the Closingconditions of this Article IX, the Seller Purchaser will indemnify, defend and its Affiliateshold harmless the Sellers, their Affiliates and their respective officers, directors, managers, shareholders, members, partners, employees, agentsrepresentatives and agents (collectively, successors and assigns (each a the “Seller Indemnified PartyParties”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of Damages actually incurred or suffered by the Seller Indemnified Parties to the extent resulting from: from (a) the breach any failure of any representation or warranty made by the Purchaser in this Agreement (it being understood that or any representation and warranty made by the Purchaser in certificate delivered pursuant to this Agreement shall to be interpreted without giving effect to any limitations or qualifications true and correct as to “materiality” (including of the word “material” set forth therein)); date hereof and as of the Closing and (b) the any breach of any covenant or agreement required to be performed by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to this Agreement. 9.3.2 The Seller Indemnified Parties shall have no right to recover any amounts pursuant to Section 8.08; (h9.3.1(a) any Guarantee that is set forth in Section 5.04(f) of unless on or before the Disclosure Schedule for which Survival Date, the Sellers’ Representative notifies the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as in writing of a claim specifying the Closing Date. To factual basis of that claim in reasonable detail to the extent that then known by the Purchaser’s undertakings set forth Sellers’ Representative. Notwithstanding anything contained in this Section 8.03 may be unenforceableAgreement, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified PartiesParties shall have no right to recover any amounts pursuant to Section 9.3.1(b) unless the Sellers’ Representative notifies the Purchaser in writing of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Sellers’ Representative as follows: (a) with respect to any covenant or agreement required to be performed in this Agreement on or before the Closing, such claim is delivered within six (6) months after the Closing, and (b) with respect to any such covenant required to be performed in this Agreement after the Closing, such claim is delivered within ninety (90) days after the expiration of the applicable statute of limitations.

Indemnification by the Purchaser. From (a) Subject to the consummation of the Closing and after the Closingwithout prejudice to item (d) below, the Seller Purchaser shall indemnify the Sellers and its Affiliateshold each of them harmless, officersin accordance with the provisions set forth in this Article 10 (Indemnification), directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against in respect of any and all Losses, arising out of Losses incurred or resulting from: sustained by it which would not have been so incurred and/or sustained had (ai) the breach Purchaser’s Warranties been true and correct or (ii) all of any representation or warranty made by the covenants and obligations of the Purchaser set forth in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein));been duly complied with. (b) The amount of the Purchaser’s indemnification shall exclude any duplication which may be due to the fact that the same Loss derives from the breach of any covenant or agreement by the Purchaser in this Agreement;more than one of Purchaser’s Warranties. (c) the Section 10.3.3 (Exclusions) shall apply to Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser indemnification hereunder);, mutatis mutandis. (d) The Purchaser’s maximum aggregate liability for indemnification (i) under Section 10.5(a)(i) will not exceed Euro 1,550,000 and (ii) under Section 10.5(a)(ii) will not exceed 100% of the Assumed Liabilities;Price, except in case of fraud (“dolo”) on the part of the Purchaser. (e) Reserved Pre-Closing Environmental Liabilities;In no event shall the Purchaser be responsible for indemnification to the Sellers under this Article 10 (Indemnification) in respect of any breach of: 58 (f) Post-Closing Environmental Liabilities; (gi) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated Warranties which is notified to the Purchaser pursuant to Section 8.08;later than 18 months following the Closing Date or (hii) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for Purchaser’s covenants or obligations under this Agreement which is notified to the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as after the fifth anniversary of the Closing Date. To , provided, however, that that if notice of a Claim under Section 10.7 (Handling of Claims) is received by the extent that Purchaser prior to the expiration of the time limitations provided for under item (i) or (ii) above, the Purchaser’s undertakings indemnification obligations set forth in this Section 8.03 may be unenforceable, Article 10 (Indemnification) shall survive the Purchaser shall contribute expiration of such time limitations until the maximum amount that it is permitted relevant Claim for indemnification has been satisfied or otherwise resolved pursuant to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiesthis Agreement.

Indemnification by the Purchaser. From In addition to Purchaser's indemnification of Seller and after each Trust for certain taxes resulting from the ClosingSection 338(h)(10) election pursuant to Section 6.1, and except as otherwise expressly provided in this Article X, the Purchaser agrees to and shall defend, indemnify and hold harmless the Seller and its Affiliateseach Trust from and against, officersand shall reimburse the Seller and each Trust for, directorseach and every Loss, employeesrelating to, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, resulting from or arising out of of, or resulting fromany allegation by any third party of, the following: (a) the breach of any inaccuracy in any representation or warranty made of the Purchaser set forth in this Agreement, any Transaction Document or any certificate, agreement or other document delivered by the Purchaser in under this Agreement (it being understood and agreed that any representation and warranty made by the Purchaser in this Agreement such inaccuracy shall be interpreted determined without giving effect regard to any limitations materiality qualification contained in any representation or warranty, provided that the materiality qualifications as set forth in Section 3.7 (Commission Filings; Financial Statements) shall apply to “materiality” (including the word “material” representations and warranties set forth therein)); (b) the any breach or nonfulfillment of any covenant covenant, agreement or other obligation of the Purchaser set forth in this Agreement, any Transaction Document or any other agreement or document delivered by the Purchaser in pursuant to this Agreement;; or (c) any Proceeding relating to events, conditions, operations, facts, circumstances or acts of the Purchaser’s ownership or operation , either of the Business Companies or the Purchased Assets from and after any of their respective Affiliates which shall occur subsequent to the Closing Date (excluding Excluded Liabilities Date. With respect to matters not involving Proceedings brought or Liabilities asserted by third parties, within ten days after notification from the Seller or any Trust supported by reasonable documentation setting forth the nature of the circumstances entitling such party to indemnity hereunder, the Purchaser, at no cost or expense to such party shall diligently commence resolution of such matters in a manner reasonably acceptable to such party and shall diligently and timely prosecute such resolution to completion. With respect to those claims that may be satisfied by payment of a liquidated sum of money, the Purchaser shall pay the amount so claimed to the extent supported by reasonable documentation within 15 days of such resolution. If the Purchaser disputes its liability in connection with such claim, it shall pay any undisputed part of such liability, and the Purchaser and the party seeking indemnity shall have 30 days to resolve any remaining dispute. If the Purchaser and such party are unable to resolve such dispute within 30 days, they shall resolve such dispute in accordance with Section 12.9 If litigation or any other Proceeding is commenced or threatened by any third party for which the Seller has agreed or any Trust is entitled to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in indemnification under this Section 8.03 may be unenforceable10.3, the Purchaser provisions of Section 10.4 shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiescontrol.

Indemnification by the Purchaser. From and after the ClosingClosing Date (but subject to Section 6.1(c)), Purchaser shall hold harmless and indemnify each Stockholder and such Stockholder’s heirs (the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified PartyStockholder Indemnitees”) from and against, and shall be indemnified compensate and held harmless reimburse each of the Stockholder Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Purchaser for Stockholder Indemnitees or to which any of the Stockholder Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and against which arise from or as a result of, or are directly or indirectly connected with: (i) any and all Losses, arising out of inaccuracy in any representation or resulting from: (a) the breach of any representation or warranty made by the Purchaser set forth in this Agreement (it being understood that any Article 4 as if such representation and warranty had been made on and as of the Closing Date (without giving effect for purposes of calculating Damages only to any “Material Adverse Effect” or other materiality qualification); (ii) any post-Closing adjustments made to the Total Purchase Price pursuant to Section 1.2(d); (iii) any fraud by the Purchaser in under this Agreement shall be interpreted without giving effect to Agreement; (iv) any limitations breach (other than breaches of representations or qualifications as to “materiality” (including the word “material” set forth therein)); (bwarranties) the breach of any covenant or agreement by the obligation of Purchaser in this Agreement; (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Agreement; or (v) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clauses “(i)” through “(iv)” above (including any Legal Proceeding commenced by any Stockholder Indemnitee for the purpose of enforcing any of its rights under this Section 8.03 may be unenforceable6.2(d)). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified PartiesMARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Indemnification by the Purchaser. From and after (a) Subject to the Closinglimitations set forth in this Section 9.03, the Seller Sellers and its their Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, net of any applicable Recoveries, arising out of or resulting from: (a) from the breach of any representation or warranty made by the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations Agreement, or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser contained in this Agreement; (c) the Purchaser’s ownership or operation of the Business Agreement or the Purchased Assets from Ancillary Agreements. Notwithstanding the foregoing, Purchaser shall have no indemnification obligations unless and after until the Closing Date (excluding Excluded Liabilities or Liabilities for which aggregate Losses suffered by the Seller has agreed to indemnify Indemnified Parties, net of any applicable Recoveries, exceeds the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for Deductible Amount, after which the Purchaser has not been substituted Indemnified Parties shall be entitled to indemnification for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of all Losses, but excluding the Closing Date. initial Losses underlying the Deductible Amount. (b) To the extent that the Purchaser’s undertakings indemnification obligations set forth in this Section 8.03 9.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law law to the payment and satisfaction of all Losses incurred by the Sellers. (c) The obligations and Liabilities of the Purchaser under this Article IX with respect to Losses arising from Third Party Claims shall be governed by and contingent upon the following additional terms and conditions: if a Seller Indemnified PartiesParty shall receive notice of any Third Party Claim, the Seller Indemnified Party shall give the Purchaser notice of such Third Party Claim within 30 days of the receipt by the Seller Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Purchaser from any of its obligations under this Article IX except to the extent (and only to the extent) the Purchaser is materially prejudiced by such failure and shall not relieve the Purchaser from any other obligation or Liability that it may have to any Seller Indemnified Party otherwise than under this Article IX. If the Purchaser acknowledges in writing the obligation of the Purchaser to indemnify the Seller Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Purchaser shall be entitled to assume and control the defense or settlement of such Third Party Claim at its expense and through counsel of his choice if he gives notice of his intention to do so to the Seller Indemnified Party within 30 days of the receipt of such notice from the Seller Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Seller Indemnified Party reasonable discretion, for the same counsel to represent both the Seller Indemnified Party and the Purchaser, then the Seller Indemnified Party shall be entitled to retain its own counsel at the Sellers’ own expense and such counsel shall cooperate in good faith with counsel to the Purchaser. In the event the Purchaser exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Seller Indemnified Party shall cooperate with the Purchaser in such defense and make available to the Purchaser, at the Purchaser’s expense, all witnesses, pertinent records, materials and information in the Seller Indemnified Party’s possession or under the Seller Indemnified Party’s control relating thereto as is reasonably required by the Purchaser. Similarly, in the event the Seller Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Purchaser shall cooperate with the Seller Indemnified Party in such defense and make available to the Seller Indemnified Party, at the Purchaser’s expense, all such witnesses, records, materials and information in the Purchaser possession or under the Purchaser’s control relating thereto as is reasonably required by the Seller Indemnified Party. No such Third Party Claim may be settled by the Purchaser without the prior written consent of the Seller Indemnified Party, which consent shall not be unreasonably withheld.

Indemnification by the Purchaser. From The Purchaser hereby agrees to indemnify and after the Closing, hold harmless the Seller from and its Affiliatesagainst, officersand to reimburse the Seller for, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting Losses that result from: (a) the Any inaccuracy in or breach of any representation and warranty, or any breach or nonfulfillment of any covenant or agreement of the Purchaser contained in this Agreement or in any certificate, document, or instrument delivered to the Seller under this Agreement; and (b) The operation or ownership of the Intermittent Testing Business and the Acquired Assets from and after the Closing including any liabilities arising under the Licenses or the Assumed Contracts that relate to events occurring from and after the Closing Date, except to the extent such Losses result from or arise from breach of a representation or warranty made by the Purchaser Seller or a breach of a covenant of the Seller contained in this Agreement Agreement. The Purchaser will be liable to the Seller for any Losses (i) only if the Seller delivers to the Purchaser written notice, setting forth in reasonable detail the identity, nature and amount of Losses related to such claim or claims on or prior to the 270/th/ day after the Closing Date and (ii) only if the aggregate amount of all Losses exceeds $52,000, in which case the Purchaser will be obligated to indemnify the Seller, it being understood that any representation and warranty made by once such amount is exceeded, the Seller will be entitled to receive the aggregate of all such claims from the first dollar of Losses. Except for fraud, for which liability will be unlimited, the Purchaser will not be required to pay the Seller for aggregate Losses in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation excess of the Business or the Purchased Assets from and after the Closing Date Escrow Consideration (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser as such amount will be adjusted pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties5.6).

Indemnification by the Purchaser. From and after Subject to the Closingprovisions of Section 5.04, the Seller and its AffiliatesSeller, officersupon demand, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and the full amount of all Losses, arising out of Damages suffered by the Seller as a direct or resulting fromindirect result of: (ai) the breach inaccuracy of any representation or warranty made by the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect or pursuant to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (cii) any failure by the Purchaser’s ownership Purchaser to perform any obligation or operation comply with any covenant or agreement of the Business Purchaser specified herein or in any other document executed at the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder);Closing; and (diii) any claim asserted with respect to the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to . The Seller shall give the Purchaser pursuant prompt written notice of any claim, action or proceeding by a third party which is reasonably likely to Section 8.08; (h) any Guarantee that is set forth result in Section 5.04(f) of the Disclosure Schedule a claim for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in indemnification under this Section 8.03 may be unenforceable5.03. Unless such claim, action or proceeding is one which, if adversely determined, would have a materially adverse impact (in the reasonable judgment of Seller) on the Seller's liability in another proceeding, goodwill or reputation or on the future conduct by the Seller of its business or on its Tax or accounting positions, the Purchaser shall contribute have the maximum amount that it is permitted right, at its expense, to contribute under applicable Law defend, contest, protest or otherwise control the resolution of any such claim, action or proceeding. In such case, the Purchaser shall keep the Seller and the Shareholders apprised of material developments with respect to any such claim, action or proceeding and the Seller shall have the right to consult with the Purchaser and to participate therein, subject to the payment Purchaser's right of control thereof, at its expense and satisfaction of all Losses with counsel selected by it. If the Purchaser shall notify the Seller that the Purchaser has elected to assume any such defense, contest or protest, the Purchaser shall not be liable to the Seller hereunder for any legal or other expense subsequently incurred by the Seller Indemnified Partiesin connection therewith.

Indemnification by the Purchaser. (a) From and after the ClosingClosing Date, subject to the other provisions of this Article X, the Purchaser shall indemnify the Sellers (collectively, the “Indemnified Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified PartyPersons”) shall be indemnified and held hold each of them harmless by the Purchaser for from and against any and all LossesDamages suffered, arising out paid or incurred by such Indemnified Seller Person only to the extent resulting from or caused by (i) any breach of any of the representations and warranties made by the Purchaser to the Sellers in Article VI of this Agreement or resulting from: (a) the any breach of any representation or warranty made by the Purchaser contained in any certificate delivered pursuant to this Agreement Agreement, (it being understood that ii) any representation and warranty made breach by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by of the Purchaser contained in this Agreement; Agreement or (ciii) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed any Taxes attributable to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) a Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated Tax Period allocable to the Purchaser pursuant to under Sections 9.1 or 9.2 and any Taxes that the Purchaser is liable for under Section 8.08;9.6. (hb) any Guarantee that is Notwithstanding anything to the contrary set forth in Section 5.04(f10.2(a), the Indemnified Seller Persons shall not be entitled to indemnification or to initiate a claim therefor pursuant to Section 10.2(a)(i): (i) other than in respect of claims for indemnification arising out of, resulting from or caused by a breach of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To Fundamental Representations, only if, and then only to the extent that the Purchaser’s undertakings aggregate Damages to all Indemnified Seller Persons (without duplication), with respect to all such claims, exceed the Deductible, whereupon (subject to the provisions of clauses (ii) and (iii) below) the Purchaser shall be obligated to pay in full all such amounts of Damages in excess of the amount of the Deductible; (ii) unless a claim for indemnification hereunder is initiated during the period beginning on the Closing Date and ending on the applicable survival period thereof set forth in this Section 8.03 may be unenforceable10.1(a); and (iii) other than in respect of claims for indemnification arising out of, resulting from or caused by a breach of the Purchaser shall contribute Fundamental Representations, for Damages in excess of the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified PartiesCap.

Indemnification by the Purchaser. From and after the Closing, the Seller (a) Parent and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller "Parent Indemnified Party”") shall be indemnified and held harmless by the Purchaser for and against any and all Losses, Losses arising out of or resulting from: (ai) the breach of any representation or warranty made by Purchaser and Merger Sub contained in the Purchaser Acquisition Documents (which, for the purposes hereof, shall include the bring down thereof included in this Agreement (it being understood that any representation and warranty made by the Purchaser certificate referenced in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth thereinSection 7.2(a));; or (bii) the breach of any covenant or agreement by Purchaser and Merger Sub contained in the Purchaser in this Agreement;Acquisition Documents; or (ciii) any liability resulting from the Purchaser’s ownership exercise of any Company Option after the Effective Time or operation the treatment of Company Options or the amendment of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser Company Option Plan pursuant to Section 8.08; (h1.6(b) hereof. For the purposes of determining whether there has been a breach of any Guarantee that is set forth representation or warranty made by Purchaser and Merger Sub, all "Material Adverse Effect" qualifications and other qualifications based on the word material or similar phrases shall be disregarded and all qualifications based on "knowledge" other than in Section 5.04(f) the case of the Disclosure Schedule for which the Purchaser has not been substituted for Parent threatened litigation or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Dategovernmental proceedings shall also be disregarded. To the extent that the Purchaser’s undertakings of Purchaser set forth in this Section 8.03 9.5 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law law to the payment and satisfaction of all Losses incurred by Parent. (b) A Parent Indemnified Party shall give Purchaser notice of any matter which a Parent Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within sixty (60) days of such determination, stating the Seller amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and Liabilities of the Purchaser under this Article IX with respect to Losses arising from Third Party Claims shall be governed by and contingent upon the following additional terms and conditions: if a Parent Indemnified PartiesParty shall receive notice of any Third Party Claim, the Parent Indemnified Party shall give Purchaser notice of such Third Party Claim within thirty (30) days of the receipt by the Parent Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release Purchaser from any of its obligations under this Article IX except to the extent Purchaser is materially prejudiced by such failure and shall not relieve Purchaser from any other obligation or Liability that it may have to any Parent Indemnified Party otherwise than under this Article IX. If Purchaser acknowledges in writing its obligation to indemnify the Parent Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then Purchaser shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Parent Indemnified Party within ten (10) days of the receipt of such notice from the Parent Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Parent Indemnified Party, in its sole and absolute discretion, for the same counsel to represent both the Parent Indemnified Party and Purchaser, then the Parent Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Parent Indemnified Party determines counsel is required, at the expense of Purchaser. In the event Purchaser exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Parent Indemnified Party shall cooperate with Purchaser in such defense and make available to the Purchaser, at the Purchaser's expense, all witnesses, pertinent records, materials and information in the Parent Indemnified Party's possession or under the Parent Indemnified Party's control relating thereto as is reasonably required by Purchaser. Similarly, in the event the Parent Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Purchaser shall cooperate with the Parent Indemnified Party in such defense and make available to the Parent Indemnified Party, at Purchaser's expense, all such witnesses, records, materials and information in Purchaser's possession or under Purchaser's control relating thereto as is reasonably required by the Parent Indemnified Party. No such Third Party Claim may be settled by Purchaser without the prior written consent of the Parent Indemnified Party.

Indemnification by the Purchaser. From a) As from the Closing Date, the Purchaser shall indemnify and hold harmless (freistellen) the Seller and any of its managing directors from any liability it may have vis-à-vis any Company or any Subsidiary the legal basis of which has arisen from events occurring in connection with the operation of the Wirtgen Business in the period ending on (and including) the Closing Date, unless expressly set forth otherwise in this Agreement. This shall apply in particular to any possible liability of the Seller and/or a managing director of the Seller based on or in connection with the Seller’s former shareholdings in any Company or such individual’s role as a (managing) director or board member or advisory board member or member of a similar corporate body of a Company or a Subsidiary (in case such liability or a similar liability, comparable claims or other availments are threatening to the Seller and/or a managing director of the Seller, the Purchaser will procure that the Seller or the managing director, respectively, is promptly informed thereof; in this case, § 14(2)d) above shall apply accordingly). b) If, after the ClosingClosing Date, a third party raises a claim against the Seller which is based on or connected to a legal relationship between such third party and any Company or any Subsidiary, the Purchaser shall indemnify and hold harmless (freistellen) the Seller from and against any such claim as well as any reasonable costs and expenses incurred in connection therewith, unless otherwise set forth in this Agreement. The Parties agree by way of a third party beneficiary contract (echter Vertrag zugunsten Dritter) within the meaning of section 328 BGB that sentence 1 shall apply mutatis mutandis in the event that a claim is raised against a managing director of the Seller. c) As between the Seller and the Purchaser (im Innenverhältnis), from the Closing Date the Purchaser will assume the obligations of the Seller under the contracts and liabilities which are sold as part of the Sold Assets. In this respect, from the Closing Date the Purchaser will indemnify and hold harmless the Seller from all liabilities under the sold contracts and liabilities relating to the period after the Effective Date. In case the consent of a third party or a creditor of a sold contract or a sold liability, respectively, cannot be obtained by the Seller in accordance with § 2(4)e) above until the Closing Date, the Seller will inform the Purchaser hereof without undue delay. In this case, the Parties will treat one another economically in such way, as if the consent had been obtained. At the Purchaser’s choice, the Seller will in this case, to the extent legally possible, terminate an affected agreement (e.g. by giving notice). Until a potential termination of the affected contract becomes effective, the Seller will continue acting as contractual party for the account of (für Rechnung) and according to any corresponding instructions given by the Purchaser. To the extent necessary and permitted under the affected contract, the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for will conclude a sub-agreement regarding the performance of the respective affected contract or, as the case may be and against any and all Losses, arising out of or resulting from: (a) the breach of any representation or warranty made by the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) at the Purchaser’s ownership or operation choice, the Purchaser will provide the Seller free of cost with the personnel required for the performance of the Business affected contract. Furthermore, the Purchaser will reimburse the Seller for all further reasonable costs which accrue to the Seller from the performance and/or the termination of the affected contract or liability. Unless otherwise agreed between the Purchased Assets from Purchaser and the Seller or unless a termination of an affected contract has occurred, the Seller will continue also after the Closing Date (excluding Excluded Liabilities or Liabilities to use best efforts to ensure that any relevant third party consents required for which the valid transfer of the relevant sold contract from the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective being obtained as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiessoon as possible.

Indemnification by the Purchaser. From and after the Closing, the Seller Purchaser agrees to indemnify the K-Sea Entities and its Affiliatestheir respective Representatives (collectively, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified PartyK-Sea Related Parties”) shall from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be indemnified and held harmless incurred by them or asserted against or involve any of them), whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by the Purchaser for contained herein to be true and against any and correct in all Lossesmaterial respects as of the date hereof, arising out as of the First Transaction Closing Date and, if there is a Second Transaction Closing, as of the Second Transaction Closing Date or resulting from: (aii) the breach of any of the covenants of the Purchaser contained herein; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made by prior to the Purchaser expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a K-Sea Related Party shall have given notice (stating in this Agreement (it being understood that any representation and warranty made by reasonable detail the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation basis of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities claim for which the Seller has agreed to indemnify the Purchaser hereunder); (dindemnification) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee shall constitute the date upon which such claim has been made; provided, further, that is set forth in Section 5.04(f) the liability of the Disclosure Schedule for which Purchaser (and its Affiliates, if the Purchaser has not been substituted for Parent Transfers a portion or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as all of the Closing Date. To Purchased Units to an Affiliate as permitted by Section 5.01) shall not be greater in amount than the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified PartiesPurchase Price.

Indemnification by the Purchaser. From and after the Closing, the EXECUTION COPY EXHIBIT 2.1 (A) The Seller and its Affiliates, officers, directors, employees, agents, successors employees and assigns agents (each a “"Seller Indemnified Party”"; a Seller Indemnified Party or a Purchaser Indemnified Party is referred to as an "Indemnified Party") shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from: (aI) the breach of any representation or warranty made by the Purchaser contained in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein));Agreement; or (bII) the breach of any covenant or agreement by the Purchaser contained in this Agreement;; or (cIII) any inaccuracy or misrepresentation made by the Purchaser’s ownership , or operation of the Business its officers or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth directors in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Datehereto. To the extent that the Purchaser’s 's undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties. (B) A Seller Indemnified Party shall give the Purchaser notice of any matter which such Seller Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, no later than sixty (60) days after such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and Liabilities of the Purchaser under this Article VIII with respect to Losses arising from Third Party Claims shall be governed by and be contingent upon the following additional terms and conditions: if a Seller Indemnified Party shall receive notice of any Third Party Claim, such Seller Indemnified Party shall give the Purchaser notice of such Third Party Claim no later than thirty (30) days (or such earlier date as may be necessary for the Purchaser to protect its rights appropriately) after the receipt by the Seller Indemnified Party of such notice. The Purchaser shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to such Seller Indemnified Party no later than ten days after the receipt of such notice from the Seller Indemnified Party. Notwithstanding anything to the contrary, Purchaser may not assume the defense if the named parties to the Third Party Claim (including any impleaded parties) include the Purchaser and the Seller Indemnified Party and the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case the Seller Indemnified Party shall have the right to defend the Third Party Claim and to employ one separate counsel reasonably approved by the Purchaser at the expense of the Purchaser. If the Purchaser elects to assume the defense of any such Third Party Claim, the Seller Indemnified Party may participate in such defense, but at its sole expense. In the event that the Purchaser exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Seller Indemnified Party shall cooperate with the Purchaser in such defense and make available to the Purchaser, at the Purchaser's request and expense, the relevant witnesses, records, materials and information in the Seller Indemnified Party's possession or under the Seller Indemnified Party's control relating thereto as is reasonably required by the Purchaser. Similarly, in the event the Seller Indemnified Party is conducting the defense against any such Third Party Claim, the Purchaser shall cooperate with the Seller Indemnified Party in such defense and make available to the Seller Indemnified Party, at the Seller Indemnified Party's request and expense, the relevant witnesses, records, materials and EXECUTION COPY EXHIBIT 2.1 information in the Purchaser's possession or under the Purchaser's control relating thereto as is reasonably required by the Seller Indemnified Party. If the Purchaser elects to direct the defense of any Third Party Claim, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such Third party Claim, unless the Purchaser consents in writing to such payment, or unless the Purchaser withdraws from the defense of such Third Party Claim, or unless a final judgment from which no appeal may be taken is entered against the Seller for such Third Party Claim. If the Purchaser shall elect not to assume the defense of the Third Party Claim, the Seller Indemnified Party shall have the right to undertake the defense thereof, provided that the Seller Indemnified Party shall not settle such Third Party Claim or forego any appeal with respect thereto without the Purchaser's prior written consent, which consent will not be unreasonably withheld.

Indemnification by the Purchaser. From and after the Closing, the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from: (a) Subject to Section 5.3(b) hereof, the Purchaser hereby agrees to indemnify and hold harmless the Seller against and in respect of all damages, claims, losses and expenses (including without limitation, reasonable attorneys' fees and disbursements) reasonably incurred by the Seller with respect thereto (all such amounts may hereinafter be referred to as "Seller Damages") arising out of: (i) any misrepresentation or breach of any representation or warranty made by the Purchaser in this Agreement or in any statement, certificate or other document furnished by the Purchaser pursuant to this Agreement; and (it being understood that ii) the nonperformance or breach of any representation and warranty made covenant, agreement or obligation of the Purchaser which has not been waived by the Seller collectively in writing. (b) Subject to Section 3.3 hereof, the Purchaser shall be obligated to indemnify the Seller pursuant to this Section 5.3 only with respect to claims for Seller Damages as to which the Seller shall have given written notice to the Purchaser on or before the close of business on the sixtieth (60) day following the first anniversary of the Closing Date. (c) Notwithstanding the indemnification provided pursuant to Subsection 5.3(a) above, no amount shall be payable by the Purchaser in indemnification hereunder or under any other provision of this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including unless the word “material” set forth therein)); (b) the breach aggregate amount of any covenant or agreement by Seller Damages in respect of which the Purchaser in this Agreement; (c) the Purchaser’s ownership or would be liable, but for operation and application of the Business or provision of this subsection, exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) and then only to the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder);extent of such excess. (d) In any case where the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) Purchaser has indemnified the Seller for any Seller Damages and the Seller recovers from a third party all or any part of the amount so indemnified by the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated , the Seller shall promptly reimburse to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiesso recovered.

Indemnification by the Purchaser. From In connection with any Registration Statement in which a Purchaser is participating, each such Purchaser agrees to severally and after the Closingnot jointly indemnify, the Seller hold harmless and its Affiliatesdefend, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from: (a) the breach of any representation or warranty made by the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that same extent and in the same manner as is set forth in Section 5.04(fsubsection subsection (d)(i) above, the Company, each of its directors, each of its officers who signs the Registration Statement, each of the Disclosure Schedule for which Company’s agents or representatives, and each Person, if any, who controls the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as Company within the meaning of the Closing Date. To Securities Act or the extent Exchange Act (each an “Company Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Purchaser specifically for use in connection with such Registration Statement; and, subject to subsection (d)(iv) below, such Purchaser will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the Purchaser’s undertakings indemnity agreement contained in this subsection (d)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in this Section 8.03 may settlement of any Claim if such settlement is effected without the prior written consent of such Purchaser, which consent shall not be unenforceableunreasonably withheld; provided, further, however, that the Purchaser shall contribute be liable under this subsection (d)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the maximum amount that it is permitted net proceeds to contribute under applicable Law such Investor as a result of the sale of the Purchased Shares pursuant to the payment Registration Statement giving rise to such liability. Such indemnity shall remain in full force and satisfaction effect regardless of all Losses incurred any investigation made by or on behalf of such Company Indemnified Party and shall survive the transfer of the Registrable Securities by the Seller Investors pursuant to this Agreement. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (d)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified PartiesParty if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

Indemnification by the Purchaser. From (1) The Purchaser agrees, subject to the other terms and after the Closingconditions of this Agreement, to indemnify the Seller and its Affiliates, and their respective officers, directors, employees, agents, heirs, successors and assigns (as used in this Section 9.02, each a “Seller an "Indemnified Party”") against and hold ----------------- them harmless from, and shall be indemnified pay, all liabilities of and held harmless by the Purchaser for costs and against damages (including any costs of investigation, reasonable attorneys' fees and all Losses, expenses and other costs of defense) arising out of or resulting from: (ai) the breach of any representation representation, warranty, covenant or warranty made by agreement of the Purchaser in this Agreement herein (other than Article VI, it being understood that the sole remedy for breach thereof shall be pursuant to Article VI) and (ii) the conduct of the Business by the Purchaser following the Closing. Anything in Section 9.01 to the contrary notwithstanding, no claim may be asserted nor may any representation action be commenced against the Purchaser under this Section 9.02 for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by the Purchaser describing in reasonable detail the facts and warranty circumstances known to the Seller with respect to the subject matter of such claim or action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date and any claim made by the Purchaser in Seller under this Agreement Article IX within the aforesaid time periods shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including considered timely made even if such claim is not resolved until after the word “material” set forth therein)); (b) expiration of the aforesaid periods; provided, however, that a claim may be asserted and an action -------- ------- may be commenced against the Purchaser for breach of any covenant or agreement the agreements and covenants which by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and their terms are to be performed after the Closing Date (excluding Excluded Liabilities including, without limitation, the indemnities contained herein) until the applicable period under the statute of limitations therefor has expired. (2) No claim may be made against the Purchaser for indemnification pursuant to this Section 9.02 with respect to any item of liability or Liabilities damage relating to the breach of a representation or warranty unless the aggregate of all such liabilities and damages of the Indemnified Parties with respect to this Section 9.02 shall exceed $500,000 and the Purchaser shall not be required to pay or be liable for the first $500,000 in aggregate amount of such liabilities and damages. No Indemnified Party shall be indemnified pursuant to this Section 9.02 with respect to any item of liability or damage if the aggregate of all liabilities and damages of the Indemnified Parties for which the Seller has agreed Indemnified Parties have received indemnification pursuant to indemnify this Section 9.02 shall have exceeded an amount equal to the Purchaser hereunder);Adjusted Purchase Price. (d3) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to Payments by the Purchaser pursuant to Section 8.08;9.02(a) shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Indemnified Party from any third party with respect thereto; provided, however, that the reduction for insurance proceeds -------- ------- shall itself be reduced by the present value of the Seller's reasonably estimated increase in insurance costs directly attributable to the claim in respect of which such insurance proceeds shall have been received for the five years following the receipt of such proceeds using a discount rate of six percent. (h4) An Indemnified Party shall give the Purchaser prompt written notice of any Guarantee claim, assertion, event or proceeding by or in respect of a third party of which an Indemnified Party has knowledge concerning any liability or damage as to which an Indemnified Party may request indemnification hereunder. Failure to give such notice shall not waive any right to indemnification on the part of the Indemnified Party or Parties who fail to give such notice, except only to the extent of any damage or loss actually suffered by the Purchaser by reason of the delay in receiving such notice. The Purchaser shall have the right to direct, through counsel of its own choosing, provided such counsel is reasonably satisfactory to the Indemnified Party, the defense or settlement of any such claim or proceeding at its own expense, provided that the Purchaser vigorously and diligently pursues such defense in good faith and keeps the Indemnified Party and its attorneys reasonably informed as to the progress of the defense and any proposed settlement. If the Purchaser elects to assume the defense of any such claim or proceeding, the Indemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party shall be paid by the Indemnified Party. The Indemnified Party shall provide the Purchaser with access to such Indemnified Party's records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Purchaser in the defense or settlement thereof, and the Purchaser shall reimburse the Indemnified Party for all the reasonable out-of-pocket expenses of such Indemnified Party in connection therewith. If the Purchaser elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, (i) unless the Purchaser consents in writing to such payment which consent shall not be unreasonably withheld, but if such consent is not given in the case of a settlement proposal, the Purchaser will post a letter of credit from a bank reasonably satisfactory to the Seller in the amount of such proposed settlement, or (ii) unless the Purchaser, subject to the last sentence of this Section 9.02(d), withdraws from the defense of such asserted liability, or (iii) unless a final judgment from which no appeal may be taken by or on behalf of the Purchaser is entered against the Indemnified Party for such liability, or (iv) unless there is a material risk if such asserted liability is not paid then an injunction or other equitable relief will be granted which will materially adversely effect the business of the Seller or there is a material risk of the seizure of any material assets of the Seller or a material risk that a lien or liens will be imposed on any such material asset. If the Purchaser shall fail to defend, or if, after commencing or undertaking any such defense, the Purchaser fails to diligently prosecute and defend or withdraws from such defense, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Purchaser's expense. If the Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 9.02(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then the Indemnified Party shall give the Purchaser prompt written notice thereof and the Purchaser shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding subject to the conditions set forth above; provided that if the Purchaser does not assume or reassume the defense within ten Business Days or any earlier time that such offer to settle expires and post a letter of credit reasonably satisfactory to the Seller in Section 5.04(f) the amount of the Disclosure Schedule for which proposed settlement, then the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as Indemnified Party can settle such claim in good faith without the consent of the Closing Date. To the extent that the Purchaser’s undertakings . (5) Except as set forth in this Section 8.03 may be unenforceableAgreement, the Closing Note and the Escrow Agreement, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law not making any representation, warranty, covenant or agreement with respect to the payment matters contained herein or therein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein or therein shall give rise to any right on the part of the Indemnified Party, after the consummation of the purchase and satisfaction sale of all Losses incurred the Shares contemplated by this Agreement, to rescind this Agreement or any of the Seller Indemnified Partiestransactions contemplated hereby.

Indemnification by the Purchaser. From and after (1) The Purchaser hereby indemnifies the ClosingSeller, the Seller and its Affiliatesshareholders, officers, directorsdirectors and affiliates (collectively, employees, agents, successors and assigns (each a “the "Seller Indemnified Party”Parties") against and agrees to hold each of them harmless from any and all damages, loss, liability, expense (including, without limitation, reasonable out-of-pocket expenses of investigation and reasonable attorneys' fees and expenses in connection with any action, suit or proceeding brought against or involving the Seller) and costs (collectively, "Seller Indemnified Amounts") incurred or suffered by any of the Seller Indemnified Parties arising out of any misrepresentation or breach of warranty, covenant or agreement made or to be performed by the Purchaser pursuant to this Agreement. (2) The agreements and indemnities of the Purchaser contained herein shall be indemnified and held harmless cumulative, except that any of the Seller Indemnified Parties shall not recover more than once for the same Seller Indemnified Amount. (3) The Seller Indemnified Parties agree to give notice to the Purchaser promptly after learning of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder, provided, however, that the failure of any of the Seller Indemnified Parties to give such notice shall not constitute a waiver of its rights hereunder in respect of the claim, suit, action or proceeding with respect to which such notice was required to have been given hereunder. (4) The Purchaser shall not be liable under this Section 8.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought. (5) The amount required to be paid to any of the Seller Indemnified Parties by the Purchaser for and against any and all Losses, arising out of or resulting from: Seller Indemnified Amounts hereunder shall be paid not later than thirty (a30) the breach of any representation or warranty made days after receipt by the Purchaser in this Agreement (it being understood of written notice from such party, stating that any representation such Seller Indemnified Amounts have been incurred and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation amount thereof and of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiesrelated indemnity payment.

Indemnification by the Purchaser. (a) From and after the Closing, the Seller Parent and its Affiliates, officers, directors, employees, agents, successors and assigns each Major Stockholder (each a “Seller Indemnified Party”"SELLER INDEMNIFIED PARTY") shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from: (a) from the breach of any representation or warranty made by Purchaser or Merger Sub contained in the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein));Acquisition Documents. (b) A Seller Indemnified Party shall give the breach Purchaser notice of any covenant matter which a Seller Indemnified Party has determined has given or agreement could give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligation and liabilities of the Purchaser under this Article X with respect to Third Party Claims shall be governed by and contingent upon the following additional terms and conditions: if a Seller Indemnified Party shall receive notice of any Third Party Claim, the Seller Indemnified Party shall give the Purchaser notice of such Third Party Claim within 30 days of the receipt by the Seller Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure to provide such notice shall not release the Purchaser from any of its obligations under this Article X except to the extent the Purchaser is materially prejudiced by such failure and shall not relieve the Purchaser from any other obligation or liability that it may have to any Seller Indemnified Party otherwise than under this Article X. If the Purchaser acknowledges in writing the Purchaser's obligation to indemnify the Seller Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Purchaser shall be entitled to assume and control the defense of such Third Party Claim on behalf of the Seller Indemnified Party at its expense and through counsel of its choice if it gives notice of its intention to do so to the Seller Indemnified Party within ten days of the receipt of such notice from the Seller Indemnified Party; PROVIDED, HOWEVER, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate under applicable standards of professional conduct for the same counsel to represent both the Seller Indemnified Party and the Purchaser, then the Seller Indemnified Party shall be entitled to retain its own counsel at the expense of the Purchaser. In any event the Purchaser exercises the right to undertake any such defense against any such Third Party Claim on behalf of the Seller Indemnified Parties as provided above, the Seller Indemnified Party shall cooperate with the Purchaser in such defense and make available to the Purchaser, at the Purchaser's expense, all witnesses, pertinent records, materials and information in the Seller Indemnified Party's possession or under the Seller Indemnified Party's control relating thereto as is reasonably required by the Purchaser. Similarly, in the event the Seller Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Purchaser shall cooperate with the Seller Indemnified Party in such defense and make available to the Seller Indemnified Party, at the Purchaser's expense, all such witnesses, records, materials and information in the Purchaser's possession or under the Purchaser's control relating thereto as is reasonably required by the Seller Indemnified Party. No such Third Party Claim may be settled by the Purchaser in this Agreement;without the prior written consent of the Seller Indemnified Party, which consent shall not be unreasonably withheld. (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from From and after the Closing Date (excluding Excluded Liabilities or Liabilities for which Closing, the Seller has agreed sole and exclusive remedy of each Stockholder with respect to indemnify any breach of the Purchaser hereunder); (d) representation and warranties contained in the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated Acquisition Documents shall be pursuant to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings indemnification provisions set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties10.4.

Indemnification by the Purchaser. From The Purchaser hereby -------------------------------- covenants and agrees to indemnify and hold harmless the Stockholder, her successors and assigns, at all times from and after the ClosingClosing Date, against and in respect of the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting fromfollowing: (a) the any liability, loss, damage, expense or other cost resulting from any misrepresentation, breach of any representation or warranty made or breach or non-fulfillment of any agreement or covenant on the part of the Purchaser under this Agreement, or from any inaccuracy or misrepresentation in or omission from the Purchaser Disclosure Schedule, any certificate or other instrument or document furnished or to be furnished by the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein));hereunder; and (b) the breach all claims, actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including without limitation, reasonable attorneys' fees and expenses, of any covenant nature incident to any of the matters indemnified against pursuant to this Section 10.3, including without limitation, all such costs and expenses incurred in the defense thereof or agreement in the enforcement of any rights of the Stockholder hereunder. The Stockholder shall promptly notify the Purchaser of any asserted liability, damage, loss or expense claimed to give rise to indemnification hereunder and thereafter the Purchaser shall have the right to defend, compromise and settle such matter, provided that the Purchaser takes all such actions as are necessary to cause the Stockholder not to be required to pay any cost or expense in connection therewith. Any dispute with respect to indemnity pursuant to this Section 10.3 shall be resolved in accordance with the arbitration provisions of Section 10.4 hereof. The Stockholder's failure to give prompt notice shall not constitute a defense (in whole or in part) to any claim by the Stockholder against the Purchaser in this Agreement; (c) for indemnification, unless and then only to the extent that such failure shall have caused or increased such liability or adversely affected the ability of the Purchaser to defend against or reduce its liability. The Purchaser shall accept or reject any Loss as to which a notice is sent by the Stockholder by giving written notice of such acceptance or rejection to the Stockholder within 30 days after the date of receipt of the notice. Failure of the Purchaser to reject a Loss within 30 days of receipt of the notice shall be conclusive evidence of the Purchaser’s ownership or operation 's acceptance of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed its responsibility to indemnify the Stockholder against such Loss. Even if the Purchaser hereunder); (d) assumes the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) defense thereof, the Purchaser’s responsibility Stockholder shall have the right to settle any matter for Losses arising from Straddle Environmental Liabilities allocated which a claim for indemnification is made hereunder upon notice to the Purchaser pursuant to Section 8.08; (h) and by waiving any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which right against the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted with respect to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiessuch matter.

Indemnification by the Purchaser. From (a) The Purchaser shall hold harmless and after the Closing, indemnify the Seller from and its Affiliatesagainst, officersand shall compensate and reimburse the Seller for, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless any Damages that are directly or indirectly suffered or incurred by the Purchaser for Seller or to which the Seller may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and against any and all Lossesthat arise directly or indirectly from or as a direct or indirect result of, arising out of or resulting fromare directly or indirectly connected with: (ai) the breach any Breach of any of the representations or warranties of the Purchaser contained in this Agreement, the other Transactional Documents or in any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement, as of the date such representation or warranty was made by or as if such representation or warranty was made on and as of the Purchaser Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall or breach of which will be interpreted without giving effect determined with reference to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)such specified date); (bii) the breach any Breach or non-fulfillment of any covenant covenant, agreement or agreement obligation to be performed by the Purchaser in pursuant to this Agreement;, the other Transactional Documents or any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement; or (iii) any failure on the part of the Purchaser to perform and discharge the Assumed Liabilities on a timely basis. (b) Subject to Section 9.3(c), the Purchaser shall not be required to make any indemnification payment pursuant to Section 9.3(a) for any Breach of any of its representations and warranties until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have been directly or indirectly suffered or incurred by the Seller, or to which the Seller have otherwise become subject, exceeds 1% of the Purchase Price. (If the total amount of such Damages exceeds 1% of the Purchase Price, the Seller shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding 1% of the Purchase Price.) (c) The limitation on the Purchaser’s ownership or operation indemnification obligations of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f9.3(b) shall not apply to any Breach arising directly or indirectly from any circumstance of the Disclosure Schedule for which the Purchaser has not been substituted for Parent had knowledge on or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of prior to the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.

Indemnification by the Purchaser. From and after (a) After the Closing, the Seller Purchaser hereby agrees to indemnify and its Affiliateshold the Sellers harmless against and with respect to, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by reimburse the Purchaser Sellers for and against any and all Losses, arising out of or Losses resulting from: (ai) the any breach of any representation or warranty made by the Purchaser in this Agreement (it being understood that pursuant to, or any representation and warranty made failure by the Purchaser to perform any covenant of the Purchaser set forth, in this Agreement shall be interpreted without giving effect Agreement, any of the other Transaction Documents or in any certificate, document or instrument delivered to the Sellers hereunder or thereunder; (ii) any Assumed Obligations; and (iii) any and all reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses, incident to any limitations action, suit, proceeding, claim, demand, assessment or qualifications as judgment incident to “materiality” (including the word “material” set forth therein));foregoing or reasonably incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. (b) The Purchaser’s obligation to indemnify the Sellers pursuant to Section 11.2(a) shall be subject to all of the following limitations: (i) The Sellers shall be entitled to indemnification only for those damages arising with respect to any claim as to which the Sellers has given the Purchaser written notice within the appropriate time period set forth in Section 12.1 hereof for such claim; provided, however, that the obligation to provide indemnification under this Section 11.2 shall survive with respect to any such claim until resolution thereof. (ii) All of the Sellers’ damages sought to be recovered under Section 11.2(a) hereof shall be net of any insurance proceeds received by the Sellers as Claimant, with respect to the events giving rise to such damages. (iii) Anything in this Agreement or any applicable Law to the contrary notwithstanding, it is understood and agreed by the Sellers that, other than with respect to the Purchaser (but not including any shareholder, member, representative, director, officer, employee, agent or Affiliate of the Purchaser) as expressly provided for in Section 11.2(b) and with respect to GBC pursuant to Section 2.5 and Section 10.2(b)(v), no shareholder, member, representative, director, officer, employee, agent or Affiliate of the Purchaser shall have (i) any personal liability to the Sellers as a result of the breach of any representation, warranty, covenant or agreement by of the Purchaser contained herein, in any other Transaction Document or otherwise or (ii) any personal obligation to indemnify the Sellers for any of the Sellers’ claims pursuant to Section 11.2(a) and the Sellers waives and releases, and shall have no recourse against any of, such parties described in this Agreement; (cSection 11.2(b)(iii) as a result of the breach of any representation, warranty, covenant or agreement of the Purchaser contained herein or otherwise arising out of or in connection with the transactions contemplated hereby or thereby or the operations of the Business; provided, however, that nothing herein shall be deemed to limit any rights or remedies that the Sellers may have for the Purchaser’s ownership fraud or operation of the Business willful or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiesintentional misconduct.

Indemnification by the Purchaser. From The Purchaser agrees to indemnify the Seller, its Affiliates and after the Closingtheir respective Representatives (collectively, the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified PartyIndemnitees”) shall be indemnified from, all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and held hold each of them harmless by the Purchaser for and against against, any and all Lossesactions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third-party Claim, as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or resulting from: (a) covenants of the Purchaser contained herein; provided that such Claim for indemnification relating to a breach of any representation or warranty is made by the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated prior to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as third anniversary of the Closing Date; provided, further, that for purposes of determining when a Claim for indemnification has been made, the date upon which a Seller Indemnitee shall have given notice (stating in reasonable detail the basis of the Claim for indemnification) to the Purchaser shall constitute the date upon which such Claim has been made; provided, further, that the aggregate liability of the Purchaser shall not be greater in amount than the aggregate Purchase Price paid to the Seller. To No Seller Indemnitee shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 4.2; provided, however, that such limitation shall not prevent any Seller Indemnitee from recovering under this Section 4.2 for any such damages to the extent that such damages are in the Purchaser’s undertakings set forth form of diminution in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted value or are payable to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiesa third party in connection with any third-party Claims.

Indemnification by the Purchaser. From (a) The Purchaser agrees, subject to the other terms and after the Closingconditions of this Agreement, to indemnify the Seller against and its Affiliates, officers, directors, employees, agents, successors hold the Seller harmless from all liabilities of and assigns (each a “damages to the Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from: (ai) the material breach of any representation representation, warranty, covenant or warranty made by agreement of the Purchaser in this Agreement herein (other than Article VII, it being understood that any representation and warranty made the sole remedy for breach thereof shall be pursuant to Article VII), (ii) the conduct of the Business by the Purchaser following the Closing and (iii) any and all claims against the Seller brought by any current or former employee of the Purchaser that relate to such employee's terms and conditions of employment arising under any federal, state or local law, ordinance or regulation or under common law. Anything in this Agreement shall Section 9.01 to the contrary notwithstanding, no claim may be interpreted without giving effect asserted nor may any action be commenced against the Purchaser for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by the Purchaser describing in detail the facts and circumstances with respect to any limitations the subject matter of such claim or qualifications action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as to “materiality” (including the word “material” set forth therein));in Section 9.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. (b) No claim may be made against the breach Purchaser for indemnification pursuant to Section 9.02(a) with respect to any item of liability or damage, unless the aggregate of all such liabilities and damages of the Seller with respect to Section 9.02(a) shall exceed an amount equal to $300,000, and the Purchaser shall only be required to pay or be liable for the amount of any covenant such liabilities and damages in excess of $300,000. The Seller shall not be indemnified pursuant to Section 9.02(a) with respect to any individual item of liability or agreement by damage if the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation aggregate of all liabilities and damages of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities Seller for which the Seller has agreed received indemnification pursuant to indemnify Section 9.02(a) shall have exceeded an amount equal to 10% of the Purchaser hereunderPurchase Price. For the purposes of this Section 9.02(b);, in computing such individual or aggregate amounts of claims, the amount of each claim shall be deemed to be an amount (i) net of any Tax benefit to the Seller or any affiliate thereof and (ii) net of any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Seller or any affiliate from any third party with respect thereto. (dc) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to Payments by the Purchaser pursuant to Section 8.08;9.02(a) shall be limited to the amount of any liability or damage that remains after deducting therefrom any Tax benefit to the Seller or any affiliate thereof and any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Seller from any third party with respect thereto. A Tax benefit will be considered to be recognized by the Seller for purposes of this Section 9.02 in the tax period in which the indemnity payment occurs, and the amount of the Tax benefit shall be determined by assuming that the Seller is in the maximum applicable statutory tax bracket after any deductions or other allowances reportable with respect to a payment hereunder. (d) The Seller agrees to give the Purchaser prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which it has knowledge concerning any liability or damage as to which it may request indemnification hereunder. The Purchaser shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Purchaser elects to assume the defense of any such claim or proceeding, the Seller may participate in such defense, but in such case the expenses of the Seller shall be paid by the Seller. The Seller shall provide the Purchaser with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Purchaser in the defense or settlement thereof, and the Purchaser shall reimburse the Seller for all its reasonable out-of-pocket expenses in connection therewith. If the Purchaser elects to direct the defense of any such claim or proceeding, the Seller shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Purchaser consents in writing to such payment or unless the Purchaser, subject to the last sentence of this Section 9.02(d), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Purchaser is entered against the Seller for such liability. If the Purchaser shall fail to defend, or if, after commencing or undertaking any such defense, the Purchaser fails to prosecute or withdraws from such defense, the Seller shall have the right to undertake the defense or settlement thereof, at the Purchaser's expense. If the Seller assumes the defense of any such claim or proceeding pursuant to this Section 9.02(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo appeal with respect thereto, then the Seller shall give the Purchaser prompt written notice thereof and the Purchaser shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. (e) Anything in this Article IX to the contrary notwithstanding, the Purchaser shall have no obligation under this Article IX to indemnify the Seller with respect to any matter that was the subject of a dispute with respect to the Closing Balance Sheet pursuant to the terms of Section 2.02(b) but did not result in an adjustment to the Purchase Price pursuant to Section 2.02(b). Any such matter shall be disregarded for all purposes of this Section 9.02. (f) Except as set forth in this Agreement, the Purchaser is not making any representation, warranty, covenant or agreement with respect to the matters contained herein. (g) The Seller hereby acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article IX and in Article VII. In furtherance of the foregoing, the Seller hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against the Purchaser arising under or based upon any Federal, state or local statute, law, ordinance, rule or regulation (including any such rights, claims or causes of action arising under or based upon common law or otherwise). (h) The Purchaser shall have no liability under any Guarantee provision of this Agreement for any liabilities and damages to the extent that is set forth in Section 5.04(f) such liabilities and damages relate to actions taken by the Seller or any of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of affiliates after the Closing Date. To the extent that the Purchaser’s undertakings set forth , and in this Section 8.03 may be unenforceable, no event shall the Purchaser be liability for consequential damages. The Seller shall contribute the maximum amount that it is permitted take all reasonable steps to contribute under applicable Law mitigate all such liabilities and damages upon and after becoming aware of any event which could reasonably be expected to the payment give rise to such liabilities and satisfaction of all Losses incurred by the Seller Indemnified Partiesdamages.

Indemnification by the Purchaser. From The Purchaser and after the Closing, its successors and assigns shall indemnify the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against in respect of any and all Losses, arising out Damages incurred by the Seller and its successors and assigns in connection with each and all of or resulting fromthe following: (a) The claim by any person for any broker's or finder's fee or similar fee charged for commission that arises from any actions, statements, or commitments made by the Purchaser or its agents or Affiliates. (b) The breach or other failure to perform any covenant, agreement, or obligation of the Purchaser contained in this Agreement or any other Acquisition Document or any other instrument, including all certificates contemplated hereby or thereby. (c) Any breach of any representation or warranty made by the Purchaser contained in this Agreement or any other Acquisition Document or any other instrument, including all certificates, contemplated hereby or thereby. (it being understood d) Any breach or other failure to perform fully perform any agreement that is required to be disclosed pursuant to Section 2.13(a)(vi) hereof. (e) Any damages (including, without limitation, costs of response, removal, remediation, corrective action, property damage, personal injury, damage to natural resources, settlement, and attorneys' fees) paid by the Seller or Forsbergs and accruing from the operations of the Purchaser, or the operations of the business at any representation time after the Closing date and warranty made solely attributable to the Transferred Assets. (f) Any liability to employees or to third parties for personal injury or death or damage to properly arising out of or occurring in connection with products sold or services rendered by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which in excess of, not covered by, and not deductible from the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities;Insurance Policies. (g) All claims made by former or current employees of the Purchaser’s responsibility for Losses Purchaser alleging the occurrence of, or arising from Straddle Environmental Liabilities allocated out of, an allegation relating to any breach of any fiduciary obligation after the Closing Date under any employee benefit plan, provided, however, Purchaser has no obligation to continue any employee benefit plan implemented by Seller prior to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiesdate.

Indemnification by the Purchaser. From (a) The Purchaser shall hold harmless and after the Closing, indemnify the Seller from and its Affiliatesagainst, officersand shall compensate and reimburse the Seller for, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless any Damages that are suffered or incurred by the Purchaser for Seller or to which the Seller may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and against any and all Lossesthat arise from or as a result of, arising out of or resulting fromare connected with: (ai) the breach any Breach of any representation or warranty made by the Purchaser in this Agreement Agreement; or (it being understood that ii) any representation and warranty made Proceeding relating directly or indirectly to any failure or Breach of the type referred to in clause “(i)” above (including any Proceeding commenced by the Purchaser in Seller for the purpose of enforcing its rights under this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth thereinSection 4.3));. (b) the breach The Purchaser shall not be required to make any indemnification payment pursuant to Section 4.3(a) for any Breach of any covenant of its representations and warranties until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or agreement warranties) that have been directly or indirectly suffered or incurred by the Purchaser in this Agreement; (c) the Purchaser’s ownership Seller, or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for to which the Seller has agreed have otherwise become subject, exceeds $25,000 in the aggregate; provided that this limitation shall not apply to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses any Breach arising directly or indirectly from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) circumstance of the Disclosure Schedule for which the Purchaser has not been substituted had Knowledge at or prior to the Closing. If the total amount of such Damages exceeds $25,000 in the aggregate, the Seller shall be entitled to be indemnified against and compensated and reimbursed for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of only that amount that exceeds $25,000.) Notwithstanding anything herein to the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceablecontrary, the Purchaser shall contribute have the maximum right, in its sole discretion, to satisfy any payment obligation pursuant to this Section 4.3 by delivering that number of shares of Common Stock obtained by dividing (a) the amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred payable by the Seller Indemnified PartiesPurchaser under this Section 4.3, by (b) the volume weighted average closing price of the Common Stock over the 20 trading-day period ending on the date immediately preceding the Indemnification Determination Date, as reported on AMEX, and, if the Common Stock is not quoted on AMEX at any time during such period, as reported on the OTCBB or the Pink Sheets for the portion of such period that the Common Stock is listed or quoted on the OTCBB or the Pink Sheets.

Indemnification by the Purchaser. From (a) Subject to Section 4.3(b), the Purchaser shall hold harmless and after the Closing, indemnify the Seller and its Affiliatesthe IP Seller from and against, officersand shall compensate and reimburse the Seller and the IP Seller for, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless any Damages that are suffered or incurred by the Purchaser for Seller or the IP Seller or to which the Seller or the IP Seller may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and against any and all Lossesthat arise out of, arising out of are proximately caused by, or resulting fromare connected with: (ai) the breach any Breach of any representation or warranty made by the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (cii) the Purchaser’s ownership non-fulfillment of any covenant, undertaking, agreement or operation other obligation of Purchaser under this Agreement, including but not limited to, the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) discharge of the Assumed Liabilities; (eiii) Reserved Pre-the manufacture, sale, shipment or other distribution of the products of the Business by the Purchaser after the Closing Environmental LiabilitiesDate; (fiv) Post-the ownership, operations or control of the Business by the Purchaser after the Closing Environmental Liabilities;Date; or (gv) the Purchaser’s responsibility Seller's conduct of a defense against third-party claims pursuant to a Proceeding directly relating to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(i)," "(ii)," "(iii)" or "(iv)" above, and any successful Proceeding commenced by the Seller or the IP Seller for Losses arising from Straddle Environmental Liabilities allocated the purpose of enforcing any of its rights under this Section 4. (b) The Purchaser shall not be required to the Purchaser make any indemnification payment pursuant to Section 8.08; 4.3(a)(i) for any Breach of any of its representations and warranties until such time as the total amount of all Damages (hincluding the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties) any Guarantee that is set forth have been suffered or incurred by the Seller and the IP Seller, collectively, or to which the Seller and the IP Seller has otherwise become subject, collectively exceeds the Deductible Amount. At such time as the total amount of such Damages in Section 5.04(f) excess of the Disclosure Schedule Deductible Amount (and excluding such Deductible Amount), the Seller or the IP Seller, as applicable, shall be entitled to be indemnified against and compensated and reimbursed for which Damages, excluding the Deductible Amount; provided, however, that the Purchaser shall not be required to indemnify the Seller or the IP Seller with respect to any such Damages if the Purchaser has not been substituted for Parent already paid an amount to the Seller and the IP Seller, collectively, equal to or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings exceeding $3,000,000 pursuant to this Section 4.3. (c) Notwithstanding anything set forth in this Section 8.03 may be unenforceableAgreement to the contrary, neither the Seller nor the IP Seller shall make any claim against the Purchaser shall contribute for any Damages with respect to any Breach by the maximum amount that it is permitted to contribute under applicable Law Purchaser of the terms set forth in this Agreement, if and to the payment extent the Seller, or the IP Seller, as applicable, had actual knowledge of such Breach at or prior to the Closing Date and satisfaction of all Losses incurred by nonetheless consummated the Seller Indemnified Partiestransactions contemplated hereunder.

Indemnification by the Purchaser. From (a) The Sellers and after the Closing, the Seller and its their respective Affiliates, officers, directors, employees, agents, successors and assigns (each a “"Seller Indemnified Party”") shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from: (ai) the breach of any representation or warranty made by the Purchaser contained in this Agreement (it being understood that any representation and warranty made by or the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein));Ancillary Agreements; or (bii) the breach of any covenant or agreement by the Purchaser contained in this Agreement;Agreement or the Ancillary Agreements. (cb) A Seller Indemnified Party shall give the Purchaser notice of any matter which such the Seller Indemnified Party has determined has given rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and Liabilities of the Purchaser under this Article IX with respect to Losses arising from Third Party Claims shall be governed by and be contingent upon the following additional terms and conditions: if a Seller Indemnified Party shall receive notice of any Third Party Claim, such Seller Indemnified Party shall give the Purchaser notice of such Third Party Claim within 30 days of the receipt by the Seller Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Purchaser from any of its obligations under this Article IX except to the extent that the Purchaser is materially prejudiced by such failure and shall not relieve the Purchaser from any other obligation or Liability that it may have to any Seller Indemnified Party otherwise than under this Article IX. If the Purchaser acknowledges in writing its obligation to indemnify a Seller Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Purchaser shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to such Seller Indemnified Party within five days of the receipt of such notice from the Seller Indemnified Party; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of such Seller Indemnified Party in its sole and absolute 47 57 discretion, for the same counsel to represent both the Seller Indemnified Party and the Purchaser’s ownership or operation of , then the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities Seller Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Seller has agreed to indemnify Indemnified Party determines counsel is required, at the expense of the Purchaser. In the event that the Purchaser hereunder); (d) exercises the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) right to undertake any such defense against any such Third Party Claim as provided above, the Seller Indemnified Party shall cooperate with the Purchaser in such defense and make available to the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that , at the Purchaser’s undertakings set forth 's expense, all witnesses, pertinent records, materials and information in this Section 8.03 may be unenforceablethe Seller Indemnified Party's possession or under the Seller Indemnified Party's control relating thereto as is reasonably required by the Purchaser. Similarly, in the event the Seller Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Purchaser shall contribute cooperate with the maximum amount that it is permitted to contribute under applicable Law Seller Indemnified Party in such defense and make available to the payment Seller Indemnified Party, at the Purchaser's expense, all such witnesses, records, materials and satisfaction of all Losses incurred information in the Purchaser's possession or under the Purchaser's control relating thereto as is reasonably required by the Seller Indemnified PartiesParty. No such Third Party Claim may be settled by the Purchaser without the prior written consent of the Seller Indemnified Party which consent shall not be unreasonably withheld; provided, however, that no Seller Indemnified Party shall be required to consent to any settlement that involves any relief to any party other than the payment of monetary damages.

Indemnification by the Purchaser. From The Purchaser agrees to severally and after not jointly indemnify, hold harmless and defend, to the Closingsame extent and in the same manner as is set forth in subsection subsection (d)(i) above, the Seller and Company, each of its Affiliates, officers, directors, employeeseach of its officers who signs the Registration Statement, agentseach of the Company’s agents or representatives, successors and assigns each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each a “Seller Company Indemnified Party”) shall be indemnified ), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and held harmless only to the extent, that such Violation occurs in reliance upon and in conformity with written information regarding the Purchaser furnished to the Company by the Purchaser specifically for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this subsection (d)(ii) and against any and all Losses, arising out of or resulting from: (a) the breach agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any representation Claim if such settlement is effected without the prior written consent of such Purchaser, which consent shall not be unreasonably withheld or warranty delayed; provided, further, however, that the Purchaser shall be liable under this subsection (d)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Purchaser as a result of the sale of the Purchased Shares pursuant to the Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Party and shall survive the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation transfer of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to Registrable Securities by the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of this Agreement. Notwithstanding anything to the Disclosure Schedule for which contrary contained herein, the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth indemnification agreement contained in this Section 8.03 may be unenforceable, the Purchaser subsection (d)(ii) with respect to any prospectus shall contribute the maximum amount that it is permitted to contribute under applicable Law not inure to the payment and satisfaction benefit of all Losses incurred by any Company Indemnified Party if the Seller Indemnified Partiesuntrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

Indemnification by the Purchaser. From (a) The Purchaser agrees, subject to the other terms and after conditions of this Agreement, to indemnify the ClosingStockholders against, and hold them harmless on an after-Tax basis from, all losses, claims, fines, penalties, amounts paid in settlement, liabilities, costs and expenses (including, without limitation, reasonable attorney and expert fees) of and damages to the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, Stockholders related to or arising out of or resulting from: (a) the breach of (i) any representation or warranty made by of the Purchaser in this Agreement contained herein (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect regard to any limitations "materiality", "Material Adverse Effect", "substantial compliance" or qualifications as to “materiality” similar exception or qualifier), or (including the word “material” set forth therein)); (bii) the any breach of any covenant or agreement by of the Purchaser herein. (b) No claim may be made against the Purchaser for indemnification pursuant to Section 8.2(a)(i) unless the aggregate of all liabilities and damages of the Stockholders (exclusive of legal fees incurred in this Agreement;connection with pursuing such claim) with respect to Section 8.2(a)(i) along with all liability of the Purchaser to the Stockholders shall in the aggregate exceed $100,000. (c) The Stockholders agree to give the Purchaser prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which they have Knowledge concerning any liability or damage as to which it may request indemnification hereunder; provided, however, that no delay on the part of any Stockholders in notifying the Purchaser shall relieve the Purchaser from any liability or obligation hereunder unless (and then solely to the extent that) the Purchaser can demonstrate that it was damaged by such delay. The Purchaser will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Stockholders from all liability with respect thereto, without the written consent of the Stockholders. The Purchaser shall have the right to direct, at its own expense and through counsel of its own choosing, the defense or settlement of any such claim or proceeding; the Stockholders may participate in such defense, but in such case the expenses of the Stockholders shall be paid by the Stockholders; provided, however, that if the Stockholders deliver to the Purchaser an opinion of counsel to the effect that there exists an actual conflict of interest between the Purchaser and the Stockholders with respect to such claim, or such claim or liability involves the possibility of criminal sanctions or criminal liability to the Stockholders, the Stockholders shall be entitled to participate in the defense of such claim or liability at the expense of the Purchaser’s ownership . The Stockholders shall provide the Purchaser with access to their records and personnel relating to any such claim, assertion, event or operation proceeding during normal business hours and shall otherwise cooperate with and aid at the Purchaser's request the Purchaser in the defense or settlement thereof, and the Purchaser shall reimburse the Stockholders for all reasonable out-of-pocket expenses in connection therewith. If the Purchaser elects to direct the defense of any such claim or proceeding, the Stockholders shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Purchaser consents in writing to such payment (such consent not to be unreasonably withheld or delayed) or unless the Purchaser, subject to the last sentence of this Section 8.2(c), withdraws from the defense of such asserted liability or unless a final judgment from which no appeal may be taken by or on behalf of the Business Purchaser is entered against the Stockholders for such liability. If the Purchaser shall fail to assume the defense of such claim in the manner provided above, or if, after commencing or undertaking any such defense, fails to prosecute or withdraws from such defense, the Purchased Assets Stockholders shall have the right to undertake the defense or settlement thereof, and the Stockholders may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate without prejudice to the Purchaser Indemnitee's right to indemnity from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.

Indemnification by the Purchaser. From and after the Closing, the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from: (a) (i) the breach failure of any of the warranties set out in Article IV to be true and correct as of the date hereof, (ii) the failure of any of the warranties set out in Article IV to be true and correct as of Closing with the same force as if made as of the Closing, (iii) the failure of any representation or warranty made by the Purchaser Parent contained in this the Securities Purchase Agreement or the NewCo2 Subscription Agreement to be true and correct as of the date hereof, and (it being understood that iv) the failure of any representation and or warranty made by the Purchaser Parent contained in this the Securities Purchase Agreement shall or the NewCo2 Subscription Agreement to be interpreted true and correct as of SPA Closing, subject to any Subsequent Disclosed Events (as defined in the Securities Purchase Agreement), as of SPA Closing with the same force as if made as the SPA Closing (in each case, the determination of whether such breach or failure occurred and the calculation of Losses to be made without giving effect to any limitations or qualifications as to “materiality” (including the word “material” materiality set forth therein));; or (b) the breach of any covenant or agreement by the Purchaser, Purchaser Parent or any of their Affiliates contained in this Agreement; (c) , the Purchaser’s ownership or operation of the Business Securities Purchase Agreement or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing DateNewCo2 Subscription Agreement. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 9.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.

Indemnification by the Purchaser. From The Purchaser hereby agrees to indemnify and after the Closing, hold harmless the Seller from and its Affiliatesagainst, officersand to reimburse the Seller for, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting Losses that result from: (a) the Any inaccuracy in or breach of any representation and warranty, or any breach or nonfulfillment of any covenant or agreement of the Purchaser contained in this Agreement or in any certificate, document, or instrument delivered to the Seller under this Agreement; and (b) The operation or ownership of the Intermittent Testing Business and the Acquired Assets from and after the Closing including any liabilities arising under the Licenses or the Assumed Contracts that relate to events occurring from and after the Closing Date, except to the extent such Losses result from or arise from breach of a representation or warranty made by the Purchaser Seller or a breach of a covenant of the Seller contained in this Agreement Agreement. The Purchaser will be liable to the Seller for any Losses (i) only if the Seller delivers to the Purchaser written notice, setting forth in reasonable detail the identity, nature and amount of Losses related to such claim or claims on or prior to the 270th day after the Closing Date and (ii) only if the aggregate amount of all Losses exceeds $52,000, in which case the Purchaser will be obligated to indemnify the Seller, it being understood that any representation and warranty made by once such amount is exceeded, the Seller will be entitled to receive the aggregate of all such claims from the first dollar of Losses. Except for fraud, for which liability will be unlimited, the Purchaser will not be required to pay the Seller for aggregate Losses in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation excess of the Business or the Purchased Assets from and after the Closing Date Escrow Consideration (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser as such amount will be adjusted pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties5.6).

Indemnification by the Purchaser. From and after The Purchaser agrees to indemnify the Closing, the Seller Company and its AffiliatesRepresentatives (collectively, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified PartyCompany Related Parties”) shall be indemnified from costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and held hold each of them harmless by the Purchaser for and against against, any and all Lossesactions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of of, or resulting from: in any way related to (a) the breach failure of any representation of the representations or warranty warranties made by the Purchaser contained herein to be true and correct in this Agreement (it being understood that any representation all material respects as of the date hereof and warranty made by as of the Purchaser in this Agreement shall be interpreted without giving effect to any limitations Closing or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by of the covenants of the Purchaser contained herein; provided that, in this Agreement; the case of the immediately preceding clause (ca), such claim for indemnification is made prior to the expiration of the survival period of such representation or warranty, in which case the indemnification obligations of the Purchaser with respect to such claim shall survive indefinitely; provided, further, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of the Purchaser shall not be greater in amount than the sum of the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated Funding Obligation plus any distributions paid to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law with respect to the payment and satisfaction of all Losses incurred by the Seller Indemnified PartiesPurchased Shares.

Indemnification by the Purchaser. From (a) The Purchaser agrees, subject to the other terms and after conditions of this Agreement, to indemnify the ClosingStockholders against, and hold them harmless from, all losses, claims, fines, penalties, amounts paid in settlement, liabilities, costs and expenses (including, without limitation, reasonable attorney and expert fees) of and damages to the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, Stockholders related to or arising out of or resulting from: (a) the breach of (i) any representation or warranty made by of the Purchaser in this Agreement contained herein (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect regard to any limitations "materiality", "Material Adverse Effect", "substantial compliance" or qualifications as to “materiality” similar exception or qualifier), or (including the word “material” set forth therein)); (bii) the any breach of any covenant or agreement by of the Purchaser herein. (b) No claim may be made against the Purchaser for indemnification pursuant to Section 9.2(a)(i) unless the aggregate of all liabilities and damages of the Stockholders (exclusive of legal fees incurred in this Agreement;connection with pursuing such claim) with respect to Section 9.2(a)(i) along with all liability of the Purchaser to the Stockholders shall in the aggregate exceed $100,000; provided, however, that under no circumstances shall the Purchaser liability under Section 9.2(a)(i) exceed (i) the amount equal to 100% of the Purchase Price with respect to the breach of all representations and warranties set forth in Sections 5.1, 5.2 and 5.4 and (ii) $500,000 with respect to the breach of all other representations and warranties set forth in Article V. (c) The Stockholders agree to give the Purchaser prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which they have Knowledge concerning any liability or damage as to which it may request indemnification hereunder; provided, however, that no delay on the part of any Stockholders in notifying the Purchaser shall relieve the Purchaser from any liability or obligation hereunder unless (and then solely to the extent that) the Purchaser can demonstrate that it was damaged by such delay. The Purchaser will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Stockholders from all liability with respect thereto, without the written consent of the Stockholders. The Purchaser shall have the right to direct, at its own expense and through counsel of its own choosing, the defense or settlement of any such claim or proceeding; the Stockholders may participate in such defense, but in such case the expenses of the Stockholders shall be paid by the Stockholders; provided, however, that if the Stockholders deliver to the Purchaser an opinion of counsel to the effect that there exists an actual conflict of interest between the Purchaser and the Stockholders with respect to such claim, or such claim or liability involves the possibility of criminal sanctions or criminal liability to the Stockholders, the Stockholders shall be entitled to participate in the defense of such claim or liability at the expense of the Purchaser’s ownership . The Stockholders shall provide the Purchaser with access to their records and personnel relating to any such claim, assertion, event or operation proceeding during normal business hours and shall otherwise cooperate with and aid at the Purchaser's request the Purchaser in the defense or settlement thereof, and the Purchaser shall reimburse the Stockholders for all reasonable out-of-pocket expenses in connection therewith. If the Purchaser elects to direct the defense of any such claim or proceeding, the Stockholders shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Purchaser consents in writing to such payment (such consent not to be unreasonably withheld or delayed) or unless the Purchaser, subject to the last sentence of this Section 9.2(c), withdraws from the defense of such asserted liability or unless a final judgment from which no appeal may be taken by or on behalf of the Business Purchaser is entered against the Stockholders for such liability. If the Purchaser shall fail to assume the defense of such claim in the manner provided above, or if, after commencing or undertaking any such defense, fails to prosecute or withdraws from such defense, the Purchased Assets Stockholders shall have the right to undertake the defense or settlement thereof, and the Stockholders may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate without prejudice to the Purchaser Indemnitee's right to indemnity from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.

Indemnification by the Purchaser. From and after (a) In the Closingevent the Closing occurs, the Purchaser shall defend, indemnify and hold the Seller, any Affiliate of the Seller and its Affiliates, or their respective current or future officers, directors, controlling persons, employees, agents, successors and permitted assigns (each a collectively, the “Seller Indemnified PartyIndemnitees”) shall be indemnified and held harmless by the Purchaser for from and against and in respect of any and all actual losses, liabilities, damages, claims, suits, proceedings, judgments, settlements and expenses, including reasonable attorney’s fees, incurred by any such Seller Indemnitee (hereinafter the “Seller Losses”; together with Purchaser Losses, “Losses”) arising out of or resulting from: in connection with (ai) the any breach of any representation or warranty made by the Purchaser of any of the representations and warranties contained in this Agreement Article VI hereof (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations materiality or Purchaser Material Adverse Effect qualifications as to “materiality” (including the word “material” set forth contained therein)); , (bii) the any breach of any covenant or agreement by the Purchaser of any of its covenants in this Agreement; , (ciii) the Purchaser’s ownership ownership, operation or operation use of the Business or the Purchased Assets from and on or after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (div) the Assumed Liabilities;, or (v) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with the Purchaser (or any Person acting on its behalf) in connection with any of the transactions contemplated hereby. (eb) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) The foregoing obligation to indemnify the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is Seller Indemnitees set forth in Section 5.04(f11.3(a) shall be subject to each of the Disclosure Schedule following limitations: (i) No indemnification for which Seller Losses asserted against the Purchaser has not been substituted for Parent under Section 11.3(a)(i) above shall be required, unless and until the cumulative amount of such Seller Losses equals or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of exceeds $650,000 (the Closing Date. To “Purchaser Deductible”) and then only to the extent that the cumulative amount of such Seller Losses, as finally determined, exceeds the Purchaser Deductible, and in no event shall include special, indirect, incidental, consequential, or punitive damages, diminution in value, lost profits or lost business opportunity; and (ii) The Purchaser’s undertakings set forth aggregate liability to the Seller Indemnitees under Section 11.3(a)(i) or (ii) for Seller Losses in excess of the Purchaser Deductible shall not exceed 20% of the Cash Purchase Price. (c) If the Closing occurs, then, except in cases of fraud or intentional misrepresentation, the indemnity provided in this Section 8.03 may 11.3 shall be unenforceablethe sole and exclusive remedy of the Seller and the Seller Indemnitees against the Purchaser at law or in equity for any matter covered by Section 11.3(a) and the Seller expressly waives and relinquishes, on behalf of itself, the Purchaser shall contribute Seller Indemnitees and their respective successors and permitted assigns, any and all other rights, claims or remedies such person may have against the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified PartiesPurchaser.

Indemnification by the Purchaser. From (a) Purchaser shall hold harmless and after indemnify the ClosingSeller, from and against, and shall compensate and reimburse each of the Seller and its Affiliatesfor, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless any Damages which are suffered or incurred by the Purchaser for Seller or to which the Seller may otherwise become subject at any time (regardless of whether or not such Damages relate to any third party claim) and against any and all Losseswhich arise from or as a result of, arising out of or resulting fromare directly or indirectly connected with: (ai) the breach any Breach of any representation or warranty made by the Purchaser in this Agreement or any of the other Transactional Agreements; or (it being understood ii) any Breach of any covenant or obligation of the Purchaser contained in this Agreement or in any of the other Transactional Agreements. The Purchaser shall not be required to make any indemnification payment pursuant to this Section 9.3(a) unless a Claim Notice is delivered prior to expiration of the applicable survival period set forth in Section 9.1(a). (b) Purchaser shall hold harmless and indemnify the Seller or ACGL, from and against, and shall compensate and reimburse each of the Seller and ACGL for, any liability or Damages which are suffered or incurred by the Seller or ACGL or to which the Seller or ACGL may otherwise become subject at any time (regardless of whether or not such liability or Damages relate to a third party claim) and that arises directly or indirectly from, or is related directly or indirectly to, the operation by Purchaser and its subsidiaries of their respective businesses on or after the Closing Date; including but not limited to the performance of any services by the Purchaser and its subsidiaries. Notwithstanding anything to the contrary, this covenant and the related right to indemnification shall survive and continue indefinitely. (c) The limitation on the indemnification obligations set forth in Section 9.3(d) shall not apply to any Breach of any representation and or warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by obligation of the Seller arising directly or indirectly from any circumstance of which the Purchaser in this Agreement; (c) the Purchaser’s ownership had actual knowledge on or operation of the Business or the Purchased Assets from and after prior to the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder);Date. (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the The aggregate liability of Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in under this Section 8.03 may be unenforceable9.3, the Purchaser other than Section 9.3(b), shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiesin no event exceed $220,000.

Indemnification by the Purchaser. From (a) The Purchaser shall hold harmless and after the Closing, indemnify the Seller from and its Affiliatesagainst, officersand shall compensate and reimburse the Seller for, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless any Damages that are suffered or incurred by the Purchaser for Seller or to which the Seller may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and against any and all Lossesthat arise from or as a result of, arising out of or resulting fromare connected with: (ai) the breach any Breach of any of the representations or warranties of the Purchaser contained in this Agreement, the other Transactional Documents or in any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement, as of the date such representation or warranty was made by or as if such representation or warranty was made on and as of the Purchaser Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall or breach of which will be interpreted without giving effect determined with reference to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)such specified date); (bii) the breach any Breach or non-fulfillment of any covenant covenant, agreement or agreement obligation to be performed by the Purchaser in pursuant to this Agreement;, the other Transactional Documents or any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement; or (iii) any failure on the part of the Purchaser to perform and discharge the Assumed Liabilities on a timely basis. (b) Subject to Section 9.3(c), the Purchaser shall not be required to make any indemnification payment pursuant to Section 9.3(a) for any Breach of any of its representations and warranties until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have been suffered or incurred by the Seller, or to which the Seller have otherwise become subject, exceeds $25,000 in the aggregate. (If the total amount of such Damages exceeds $25,000 in the aggregate, the Seller shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding $25,000.) (c) The limitation on the Purchaser’s ownership or operation indemnification obligations of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f9.3(b) shall not apply to any Breach arising from any circumstance of the Disclosure Schedule for which the Purchaser has not been substituted for Parent had knowledge on or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of prior to the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.

Indemnification by the Purchaser. From (a) The Purchaser shall hold harmless and after indemnify the ClosingSellers from and against, and shall compensate and reimburse the Seller and its AffiliatesSellers for, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless any Damages that are directly or indirectly suffered or incurred by the Purchaser for Sellers or to which the Sellers may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and against any and all Lossesthat arise directly or indirectly from or as a direct or indirect result of, arising out of or resulting fromare directly or indirectly connected with: (ai) the any breach of any of the representations or warranties of the Purchaser contained in this Agreement, the other Transactional Documents or in any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement, as of the date such representation or warranty was made by or as if such representation or warranty was made on and as of the Purchaser Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall or breach of which will be interpreted without giving effect determined with reference to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)such specified date); (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Purchaser pursuant to this Agreement, the other Transactional Documents or any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement; or (iii) any failure on the part of the Purchaser to perform and discharge the Assumed Liabilities on a timely basis. (b) Subject to Section 9.3(c), the Purchaser shall not be required to make any indemnification payment pursuant to Section 9.3(a) for any breach of any covenant of its representations and warranties until such time as the total amount of all Damages (including the Damages arising from such breach and all other Damages arising from any other breaches of its representations or agreement warranties) that have been directly or indirectly suffered or incurred by the Purchaser Sellers, or to which the Sellers have otherwise become subject, exceeds $180,000 in this Agreement;the aggregate. (If the total amount of such Damages exceeds $180,000 in the aggregate, the Sellers shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding $180,000.) (c) The limitation on the Purchaser’s ownership or operation indemnification obligations of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f9.3(b) shall not apply to any breach arising directly or indirectly from any circumstance of the Disclosure Schedule for which the Purchaser has not been substituted for Parent had knowledge on or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of prior to the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.

Indemnification by the Purchaser. From Each of the Purchaser and after Parentco shall, jointly and severally, indemnify and save harmless each of the ClosingVendor, the Seller and its Affiliatesdirectors, officers, employees and agents, and its successors and all directors, employeesofficers, agents, successors employees and assigns (agents of each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for such successor from and against any and all Losses, Losses suffered or incurred by such party as a result of or arising directly or indirectly out of or resulting fromin connection with: (a) any breach by the breach Purchaser or Parentco of or any inaccuracy of any representation or warranty made by of the Purchaser or Parentco contained in this Agreement (it being understood provided that the Purchasers shall not be required to indemnify or save harmless the Vendor in respect of any breach or inaccuracy of any representation or warranty unless the Vendor shall have provided notice to the Purchaser or Parentco in accordance with Section 12.3 on or prior to the expiration of the applicable time period related to such representation and warranty made by the Purchaser set out in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)Section 7.1); (b) any breach or non-performance by the breach Purchaser or Parentco of any covenant or agreement to be performed by the Purchaser it which is contained in this Agreement; (c) the Purchaser’s ownership or operation operations of the Purchased Business after the Effective Time, including the sale of products by the Purchased Business after the Effective Time in respect of which product liability claims, warranty claims and other claims with respect to the quality, suitability or compliance with specifications or orders of such products may be made by customers of the Purchased Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities other persons or Liabilities for which the Seller has agreed to indemnify any failure by the Purchaser hereunder)to pay, satisfy, discharge, perform or fulfil on a timely basis any of the assumed liabilities; (d) warranty claims and other claims made by customers with respect to the Assumed Liabilitiesquality, suitability or compliance with specifications or orders of products sold by the Purchased Business prior to the Effective Time; (e) Reserved Pre-Closing any event occurring or any condition existing after the Effective Time relating to the Purchased Business, the Leased Property, or the Premises which constitutes a violation of, or gives rise to any liability under, any Environmental LiabilitiesLaws; (f) Post-Closing Environmental Liabilitiesany Release of any Hazardous Substances in, on, under or from the Leased Property, the Premises or its assets and whether by the Company or any other person after the Effective Time; (g) any breach or non-fulfilment of the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to terms or non-performance by the Purchaser pursuant to Section 8.08Company of any Contract, Third Party Software Licences, or the Lease following the Effective Time; (h) any Guarantee that is set forth in Section 5.04(fclaims after the Effective Time by Employees with respect to their employment with the Company after the Effective Time; (i) any commission or other remuneration payable or alleged to be payable to any broker, agent or other intermediary who purports to act or have acted for or on behalf of the Disclosure Schedule for which Purchaser; and (j) any claim by a third party alleging that the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as Company Intellectual Property infringes an Intellectual Property right of such third party to the extent of the Closing Date. To damages associated with such claim which arise from activities occurring after the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction Time of all Losses incurred by the Seller Indemnified PartiesClosing.

Indemnification by the Purchaser. From and after the Closing, (1) The Purchaser hereby indemnifies the Seller against and its Affiliatesagrees to hold it harmless from any and all damage, officersloss, directorsliability, employeesexpense (including, agentswithout limitation, successors reasonable out-of-pocket expenses of investigation and assigns reasonable attorneys fees and expenses in connection with any action, suit or proceeding brought against or involving the Seller) and cost incurred or suffered by the Seller (each a “Seller collectively, "Indemnified Party”Amounts") arising out of (i) any misrepresentation or breach of warranty, covenant or agreement made or to be performed by the Purchaser pursuant to this Agreement or (ii) any and all exercise of the Rights by Purchaser. The agreements and indemnities of the Purchaser contained herein shall be indemnified and held harmless cumulative, except that the Seller shall not recover more than once for the same Indemnified Amount. (2) The Seller agrees to give notice to the Purchaser promptly after learning of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder; provided, however, that the failure of the Seller to give such notice shall not constitute a waiver of its rights hereunder in respect of the claim, suit, action or proceeding with respect to which such notice was required to have been given hereunder. (3) The Purchaser shall not be liable under this Section 6.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought. (4) The amount required to be paid to the Seller by the Purchaser for and against any and all Losses, arising out of or resulting from: Indemnified Amounts hereunder shall be paid not later than thirty (a30) the breach of any representation or warranty made days after receipt by the Purchaser in this Agreement (it being understood of written notice from the Seller, stating that any representation such Indemnified Amounts have been incurred and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation amount thereof and of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiesrelated indemnity payment.

Indemnification by the Purchaser. From The Purchaser agrees to indemnify each Seller, its Affiliates and after the Closingtheir respective Representatives (collectively, the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified PartyIndemnitees”) shall be indemnified from, all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and held hold each of them harmless by the Purchaser for and against against, any and all Lossesactions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third-party Claim, as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or resulting from: (a) covenants of the Purchaser contained herein; provided that such Claim for indemnification relating to a breach of any representation or warranty is made by the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated prior to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as third anniversary of the Closing Date; provided, further, that for purposes of determining when a Claim for indemnification has been made, the date upon which a Seller Indemnitee shall have given notice (stating in reasonable detail the basis of the Claim for indemnification) to the Purchaser shall constitute the date upon which such Claim has been made; provided, further, that the aggregate liability of the Purchaser shall not be greater in amount than the aggregate Purchase Price paid to the Sellers. To No Seller Indemnitee shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 4.2; provided, however, that such limitation shall not prevent any Seller Indemnitee from recovering under this Section 4.2 for any such damages to the extent that such damages are in the Purchaser’s undertakings set forth form of diminution in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted value or are payable to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Partiesa third party in connection with any third-party Claims.

Indemnification by the Purchaser. From (a) The Purchaser shall indemnify and after hold harmless the ClosingSellers and each of their agents and representatives, and the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns of each of the foregoing (each a the “Seller Indemnified PartyParties”) shall be indemnified and held harmless by the Purchaser for ), from and against any and all Losses, arising out Loss incurred or suffered by such Seller Indemnified Party as a result of or resulting arising from: (ai) the a breach of, untruth of or inaccuracy in any representation or warranty made by or on behalf of the Purchaser in this Agreement or any schedule, certificate, instrument or other document delivered pursuant hereto or thereto; (it being understood that any representation and warranty made ii) a failure by the Purchaser in this Agreement shall be interpreted without giving effect to perform or comply with any limitations or qualifications as to “materiality” (including the word “material” covenant set forth therein));in Article VII on the part of the Purchaser; and (biii) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation of the Business or the obligations arising with respect to a Purchased Assets Asset from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder)Date, and any Assumed Liability; (div) a failure by the Assumed Liabilities;Manager under the Management Agreement or the Lessor under the Facility Lease to meet their obligations under their respective agreements; and (ev) Reserved Pre-Closing Environmental Liabilities;a failure by the Guarantor to meet its obligations under this Agreement, the Management Agreement or the Facility Lease. (fb) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Notwithstanding Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable11.3(a), the Purchaser shall contribute the maximum amount that it is permitted not have any obligation to contribute under applicable Law to the payment and satisfaction of all Losses incurred by indemnify the Seller Indemnified PartiesParties from and against any Loss under clause (i) or (ii) of Section 11.3(a) unless and until such claim or claims for all such Losses exceeds an amount equal to the Indemnification Threshold; provided, however, that such Indemnification Threshold shall not apply to any Loss as a result of, arising from or in connection with, the Purchaser’s payment obligations arising under Section 7.2(b) or Section 10.5. Subject to the immediately preceding sentence, once the Indemnification Threshold is reached, the Seller Indemnified Parties may seek indemnification from the first dollar of all such Losses incurred or suffered up to an amount equal to the Indemnification Cap pursuant to the procedures contained in this Article XI.

Indemnification by the Purchaser. From The Purchaser shall indemnify, defend and after the Closinghold harmless, the Seller and, to the extent named or involved in any third party action or claim, his representatives and its Affiliatesrelated persons (collectively, officers, directors, employees, agents, successors and assigns (each a the “Seller Indemnified PartyPersons”) from and against, and shall be indemnified pay to the Seller and held harmless the Seller Indemnified Persons, on demand, the amount of any Damages, suffered by or imposed upon the Purchaser for and against Seller or any and all Losses, Seller Indemnified Persons or arising out of or resulting fromin connection with: (a) the any incorrectness or breach of any representation or warranty made by the Purchaser in this Agreement (it being understood that any representation and warranty made by or in the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein))Prepayment Amounts Note; (b) the any breach of any covenant or agreement non-fulfillment by the Purchaser of any covenant, condition or obligation of the Purchaser contained in this AgreementAgreement or in the Prepayment Amounts Note; (c) the Purchaser’s ownership any liabilities or operation obligations of the Business any Corporation of any nature whatsoever other than Tax Liabilities contemplated in Section 7.1(c) or the Purchased Assets from and 7.4(f) in respect of any fact, condition or circumstance existing or occurring after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder)Date; (d) losses (including loss of profit and, for greater certainty, losses from damage or destruction of the Assumed LiabilitiesRelocated Assets) suffered by the Seller in respect of the Relocated Assets which are non-operational in excess of a forty-five (45) day period for the relocation of any such unit in accordance with this Agreement, which quantification of losses shall be based on such Relocated Assets having been operated in the ordinary course of business during such excess idle period at the prevailing market conditions on the non-operational days beyond forty-five (45) days subject to a maximum aggregate amount of USD$1,000,000. The non-operational period for the purpose of this indemnity with respect to any unit shall start on the last full Business Day a unit is hashing prior to being relocated and shall end on the first full Business Day a unit is hashing following its relocation; (e) Reserved Pre-if Closing Environmental Liabilities;does not occur, losses (including replacement costs and loss of profit) suffered by it flowing from the loss, damage or destruction of the Relocated Assets, net of all indemnification and recovery from third parties and insurance proceeds actually recovered by the Seller, subject to a maximum aggregate amount of USD$1,000,000 for consequential damages such as loss of profits; or (f) Post-Closing Environmental Liabilities; (g) the Purchaserany claim by any Person for brokerage or finder’s responsibility for Losses arising from Straddle Environmental Liabilities allocated fees, commissions or similar payments based upon any agreement or understanding made or alleged to have been made by any such Person with the Purchaser pursuant to Section 8.08; (hor any Person acting on their behalf) in connection with any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in transactions contemplated by this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified PartiesAgreement.

Indemnification by the Purchaser. From and after the Closing, the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “"Seller Indemnified Party”") shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from: (a) the breach of any representation or warranty made by the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “"materiality” " (including the word “"material” " set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s 's ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s 's responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s 's undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.

Indemnification by the Purchaser. From (a) The Purchaser agrees, subject to the other terms and after the Closingconditions of this Section 7.02 and Section 7.04 and without gross-up for Taxes, to indemnify the Seller against and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “hold the Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against from any and all liabilities, losses, costs, expenses (including, without limitation, reasonable attorneys' fees) of and damages (collectively, "Losses") to the Seller, arising out of or resulting from: with respect to (ai) the breach of any representation representation, warranty, covenant or warranty made by agreement of the Purchaser in herein and (ii) the Assumed Liabilities. If the transactions contemplated by this Agreement (it being understood that any representation and warranty made by are not consummated, the Purchaser in agrees, subject to the other terms and conditions of this Agreement shall be interpreted Section 7.02 and Section 7.04 and without giving effect gross-up for Taxes, to indemnify the Seller against and hold the Seller harmless from any limitations and all Losses to the Seller arising out of or qualifications as with respect to “materiality” (including the word “material” set forth therein));breach of any representation, warranty, covenant or agreement of the Purchaser herein. (b) the breach of any covenant or agreement Payments by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08;7.02(a) shall be limited to the amount of any liability or damage that remains after deducting therefrom (i) any Tax benefit to the Seller or any affiliates thereof and (ii) any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Seller or any affiliates thereof from any third party with respect thereto. A Tax benefit will be considered to be recognized by the Seller or such affiliates for purposes of this Section 7.02 in the tax period in which the indemnity payment occurs, and the amount of the Tax benefit shall be determined by assuming that the Seller and such affiliates are in the maximum applicable statutory tax brackets after any deductions or other allowances reportable with respect to a payment hereunder. (hc) No claim may be made against the Purchaser for indemnification pursuant to this Section 7.02 with respect to any Guarantee that is set forth in Section 5.04(f) individual item of Loss, unless such item exceeds $2,500 and unless the aggregate of all such Losses of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth in Seller with respect to this Section 8.03 may be unenforceable7.02 shall exceed $200,000, and the Purchaser shall contribute not be required to pay or be liable for the maximum first $200,000 in aggregate amount of any such Losses; PROVIDED, HOWEVER, that it is permitted any Losses arising in connection with Sections 4.06, 5.06, 5.07 or 9.01 or any Assumed Liabilities shall not be subject to contribute under applicable Law any of such limitations. The aggregate liability of the Purchaser to the Seller under this Agreement shall be limited to an amount equal to the Indemnity Escrow Amount. For the purposes of this Section 7.02(c), in computing such individual or aggregate amounts of claims, the amount of each claim shall be deemed to be an amount (i) net of any Tax benefits to the Seller or any affiliates thereof, and (ii) net of any insurance proceeds and any indemnity, contribution or other similar payment and satisfaction of all Losses incurred recoverable by the Seller Indemnified Partiesor any affiliates thereof from any third party with respect thereto.

Indemnification by the Purchaser. From and after the Closing, the Seller The Purchaser agrees to indemnify Triangle and its AffiliatesRepresentatives (collectively, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified PartyTriangle Related Parties”) shall from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be indemnified and held harmless incurred by them or asserted against or involve any of them), whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by the Purchaser for contained herein to be true and against any and correct in all Losses, arising out material respects as of the date hereof or resulting from: (aii) the breach of any of the covenants of the Purchaser contained herein; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made by prior to the Purchaser in this Agreement (it being understood expiration of such representation or warranty; provided, however, that any representation and warranty made by for purposes of determining when an indemnification claim has been made, the Purchaser in this Agreement date upon which a Triangle Related Party shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated have given notice to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, the liability of the Disclosure Schedule for which Purchaser (and its Affiliates, if the Purchaser has not been substituted for Parent Transfers (as defined in the Convertible Note) a portion or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as all of the Closing Date. To Convertible Note or all or a portion of the extent that Conversion Shares to an Affiliate in accordance with the Purchaser’s undertakings set forth terms and upon the conditions of the Convertible Note) shall not be greater in this Section 8.03 may be unenforceable, amount than the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified PartiesPurchase Price.

Indemnification by the Purchaser. From The Purchaser will indemnify and hold harmless and defend the Seller at all times from and after the Closingdate of this Agreement, against and in respect of the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting fromfollowing: (a) any loss, claim, liability, expense or other damage incurred by the Seller caused by, resulting from or arising out of (i) any failure on the Purchaser's part to perform any covenant or agreement of the Purchaser in this Agreement or any other instrument or agreement delivered pursuant hereto, (ii) any breach of warranty or any inaccurate or erroneous representation or warranty made by the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (Agreement, including the word “material” set forth therein));Schedules attached hereto, or in any other instrument or certificate delivered pursuant hereto or (iii) any obligation or liability of TSP based on or arising from any act, omission, event or circumstance first occurring or existing after the Closing; and (b) any and all actions, suits, proceedings, demands, assessments, judgments and reasonable legal and other costs and expenses, including reasonable attorneys' fees, incidental to any of the breach of any covenant or agreement foregoing. The total amounts payable by the Purchaser under the indemnification contained in this Agreement; (c) Section 10.2 will not exceed the Purchaser’s ownership Purchase Price, provided that such limitation will not apply to any claim for indemnification for Taxes. No claims will be payable by the Purchaser under this Section 10.2 unless and until the aggregate amount of all such claims exceeds $50,000, at which time the Purchaser will be liable for all claims hereunder in excess of that amount. The limitation set forth in the preceding sentence will not apply to any claim for Taxes or operation of for failure to pay the Business or Purchase Price. No claim by the Purchased Assets from and Seller for indemnification by the Purchaser under this Section 10.2 may be made more than two years after the Closing Date (excluding Excluded Liabilities Date, provided that such limitation will not apply to any claim for indemnification for Taxes or Liabilities for failure to pay the Purchase Price, which may be made at any time prior to expiration of the applicable statute of limitations. The Seller will reimburse the Purchaser for any amounts paid by the Purchaser to the Seller with respect to a liability under the indemnification contained in this Section 10.2 to the extent that the Seller receives payments with respect to such liability under any policy of insurance maintained by the Seller. To the extent requested by the Purchaser, the Seller will supply the Purchaser with reasonable documentation as to any claim for costs and legal and other expenses incurred by the Seller for which the Seller has agreed to indemnify the Purchaser is seeking indemnification hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) . None of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings limitations set forth in this Section 8.03 may be unenforceable10.2 will apply to any action or claim with respect to, or to representations and warranties set forth in, the Purchaser shall contribute Note, any amended or restated Note or the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified PartiesSecurity Documents.

Indemnification by the Purchaser. From (a) The Purchaser agrees, -------------------------------- subject to the other terms and conditions of this Agreement, to indemnify the Seller and its officers, directors, employees, Affiliates and agents (all such Persons included within the definition of the "Seller" as an indemnified party under this Section 9.02) against and hold the Seller harmless from all Losses to the Seller arising out of (i) the breach of any representation, warranty, covenant or agreement of the Purchaser herein (other than Article VII, it being understood that the sole remedy for breach thereof shall be pursuant to Article VII), (ii) the conduct of the Business by the Purchaser following the Closing and (iii) the matter described in Section 8.02(h) of this Agreement (but not including any matter subject to indemnification under Section 9.03 or elsewhere in this Agreement). Anything in Section 9.01 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Purchaser for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by the Purchaser describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 9.01. (b) Except with regard to the items specified in the proviso to Section 5.02(b) and in Section 9.02(a)(ii), the indemnification obligations of the Purchaser pursuant to Section 9.02(a) in respect of breaches of representations and warranties shall not be effective until the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 9.02(a) exceeds $300,000 (the "Purchaser's Threshold Amount"), and then only to the ---------------------------- extent such aggregate amount exceeds the Purchaser's Threshold Amount. In addition, except with regard to the items specified in the proviso to Section 5.02(b) and in Section 9.02(a)(ii), no claim may be made against the Purchaser for indemnification pursuant to Section 9.02(a) in respect of breaches of representations and warranties with respect to any individual item of Loss, unless such item exceeds $1,000, nor shall any such item be applied to or considered part of the Purchaser's Threshold Amount. Except with regard to the items specified in the proviso to Section 5.02(b) and in Section 9.02(a)(ii), the indemnification obligations of the Purchaser pursuant to Section 9.02(a) in respect of Losses for breaches of representations and warranties shall not exceed $4,700,000. For the purposes of this Section 9.02(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall be net of any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Seller or any Affiliate of the Seller from any third party with respect thereto. (c) The Seller agrees to give the Purchaser written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which it may request indemnification hereunder or as to which the Purchaser's Threshold Amount may be applied as soon as is practicable and in any event within 30 days of the time that the Seller learns of such claim, assertion, event or proceeding; provided, however, that the failure to so notify the Purchaser shall -------- ------- not affect rights to indemnification hereunder except to the extent that the Purchaser is actually prejudiced by such failure. The Purchaser shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Purchaser elects to assume the defense of any such claim or proceeding, the Seller may participate in such defense, but in such case the expenses of the Seller shall be paid by the Seller. The Seller shall provide the Purchaser with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Purchaser in the defense or settlement thereof, and the Purchaser shall reimburse the Seller for all its reasonable out-of-pocket expenses in connection therewith. If the Purchaser elects to direct the defense of any such claim or proceeding, the Seller shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Purchaser consents in writing to such payment or unless the Purchaser, subject to the last sentence of this Section 9.02(c), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Purchaser is entered against the Seller for such liability. If the Purchaser undertakes the conduct and control of any such claim or proceeding, the Purchaser shall not thereby permit to exist any Encumbrance upon any asset of the Seller or any of its affiliates, and the Purchaser shall not consent to any settlement that does not include as an unconditional term thereof the giving of a complete release from liability with respect to such action or suit to the Seller. If the Purchaser shall fail to defend, or, if after commencing or undertaking any such defense, the Purchaser fails to prosecute or withdraws from such defense, the Seller shall have the right to undertake the defense or settlement thereof, at the Purchaser's expense. (d) The Seller hereby acknowledges and agrees that, from and after the Closing, its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article IX and in Articles VI and VII. In furtherance of the foregoing, the Seller hereby waives, from and after the Closing, to the fullest extent permitted under applicable law, any and all other rights, claims and causes of action it may have against the Purchaser or its Affiliates, officers, directors, employees, agents, successors representatives and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by Affiliates relating to the Purchaser for and against subject matter of this Agreement, including without limitation any and all Losses, claims for damages or for contribution arising out of under CERCLA or resulting from: (a) the breach of any representation or warranty made by the Purchaser in this Agreement (it being understood that any representation and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities;other Environmental Laws. (e) Reserved Pre-Closing Environmental Liabilities;Except as set forth in this Agreement, the Purchaser is not making any representation, warranty, covenant or agreement with respect to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Seller, after the consummation of the purchase and sale of the Shares contemplated hereby, to rescind this Agreement or any of the transactions contemplated hereby. (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated Notwithstanding anything to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Date. To the extent that the Purchaser’s undertakings set forth contrary contained in this Section 8.03 may be unenforceableAgreement, the Purchaser shall contribute have no liability under any provision of this Agreement for and in no event shall the maximum amount that it is permitted Purchaser's Threshold Amount be applied to contribute under applicable Law any consequential damages. The Seller shall take all reasonable steps to the payment mitigate its Losses upon and satisfaction after becoming aware of all Losses incurred by the Seller Indemnified Partiesany event which could reasonably be expected to give rise to any Losses.

Indemnification by the Purchaser. From and after the Closing, (1) The Purchaser hereby indemnifies the Seller against and its Affiliatesagrees to hold it harmless from any and all damages, officersloss, directorsliability, employeesexpense (including, agentswithout limitation, successors reasonable out-of-pocket expenses of investigation and assigns reasonable attorneys fees and expenses in connection with any action, suit or proceeding brought against or involving the Seller) and cost incurred or suffered by the Seller (each a “Seller collectively, "Indemnified Party”Amounts") arising out of (i) any misrepresentation or breach of warranty, covenant or agreement made or to be performed by the Purchaser pursuant to this Agreement or (ii) any and all exercise of the Rights by Purchaser. The agreements and indemnities of the Purchaser contained herein shall be indemnified and held harmless cumulative, except that the Seller shall not recover more than once for the same Indemnified Amount. (2) The Seller agrees to give notice to the Purchaser promptly after learning of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder; provided, however, that the failure of the Seller to give such notice shall not constitute a waiver of its rights hereunder in respect of the claim, suit, action or proceeding with respect to which such notice was required to have been given hereunder. (3) The Purchaser shall not be liable under this Section 6.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought. (4) The amount required to be paid to the Seller by the Purchaser for and against any and all Losses, arising out of or resulting from: Indemnified Amounts hereunder shall be paid not later than thirty (a30) the breach of any representation or warranty made days after receipt by the Purchaser in this Agreement (it being understood of written notice from the Seller, stating that any representation such Indemnified Amounts have been incurred and warranty made by the Purchaser in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material” set forth therein)); (b) the breach of any covenant or agreement by the Purchaser in this Agreement; (c) the Purchaser’s ownership or operation amount thereof and of the Business or the Purchased Assets from and after the Closing Date (excluding Excluded Liabilities or Liabilities for which the Seller has agreed to indemnify the Purchaser hereunder); (d) the Assumed Liabilities; (e) Reserved Pre-Closing Environmental Liabilities; (f) Post-Closing Environmental Liabilities; (g) the Purchaser’s responsibility for Losses arising from Straddle Environmental Liabilities allocated to the Purchaser pursuant to Section 8.08; (h) any Guarantee that is set forth in Section 5.04(f) of the Disclosure Schedule for which the Purchaser has not been substituted for Parent or its Affiliates or for which Parent or its Affiliates have not otherwise been released effective as of the Closing Daterelated indemnity payment. To the extent that the Purchaser’s undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties7.