Common use of Indemnification by the Purchaser Clause in Contracts

Indemnification by the Purchaser. In accordance with the terms and subject to the conditions of this Article VIII, from and after the Closing, 44 51 the Purchaser shall indemnify and hold harmless the Company and SFS and their respective Representatives for, from and against any and all demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which are asserted against, imposed upon or incurred by any such Person as a result of or in connection with the breach or alleged breach by the Purchaser of any of its representations, warranties, covenants or agreements contained in this Agreement (all such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for which indemnification is provided pursuant to this Section 8.02 being hereinafter collectively referred to as the "Company Claims"); provided, however, that (A) the maximum liability of the Purchaser pursuant to this Section 8.02 in respect of such Company Claims shall be an amount equal to the Purchase Price (as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to provide indemnification pursuant to this Section 8.02 in respect of any Company Claims shall terminate as of the applicable survival period set forth in Section 8.04, unless the Person entitled to indemnification shall have given notice to the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification by the Purchaser against such Company Claims pursuant to this Section 8.02.

Indemnification by the Purchaser. In accordance with 9.3.1 Subject to the terms and subject to the conditions of this Article VIIIIX. , from and after the Closing, 44 51 the Purchaser shall indemnify will indemnify, defend, and hold harmless the Company and SFS Stockholders, their Affiliates and their respective Representatives forofficers, from directors, managers, stockholders, members, partners, employees, representatives and agents (collectively, the “Stockholder Indemnified Parties”) against any and all demands, claims, actions, causes Damages actually incurred or suffered by the Stockholder Indemnified Parties to the extent resulting from: (a) any failure of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which are asserted against, imposed upon any representation or incurred by any such Person as a result of or in connection with the breach or alleged breach warranty made by the Purchaser of any of its representations, warranties, covenants or agreements contained in this Agreement (all such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for which indemnification is provided or any certificate delivered pursuant to this Agreement to be true and correct as of the date hereof and as of the Closing; and (b) any breach of any covenant or agreement required to be performed by the Purchaser pursuant to this Agreement. 9.3.2 The Stockholder Indemnified Parties shall have no right to recover any amounts pursuant to Section 8.02 being hereinafter collectively referred 9.3.1(a) and 9.3.1(b) unless on or before the Survival Date, the Stockholders’ Representative notifies the Purchaser in writing of a claim specifying the factual basis of that claim in reasonable detail to as the "Company Claims"extent then known by the Stockholders’ Representative. Any indemnification claim by a Stockholder Indemnified Party pursuant to Section 9.3.1(b) shall be required to be made by delivering notice to the Purchaser no later than thirty (30) days after the expiration of the applicable statute of limitations. 9.3.3 The Stockholder Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.3.1(a) until the total amount of such Damages incurred by the Stockholder Indemnified Parties under Section 9.3.1(a), in the aggregate, exceeds the Deductible, in which case the Stockholder Indemnified Parties will be entitled to recover Damages in excess of the Deductible; provided, however, that (A) the maximum Deductible shall not apply in the case of fraud committed by the Purchaser or with respect to the Fundamental Representations in Article V. 9.3.4 The aggregate liability of the Purchaser pursuant to this for Damages under Section 8.02 9.3.1(a) shall not exceed the Transaction Consideration less the Closing Company Cash; provided, however, that such cap shall not apply in respect the case of such Company Claims shall be an amount equal to the Purchase Price (as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to provide indemnification pursuant to this Section 8.02 in respect of any Company Claims shall terminate as of the applicable survival period set forth in Section 8.04, unless the Person entitled to indemnification shall have given notice to the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification fraud committed by the Purchaser against such Company Claims pursuant to this Section 8.02Purchaser.

Indemnification by the Purchaser. In accordance with the terms and subject (a) Subject to the conditions of limits set forth in this Article VIIIIX and except as otherwise provided in Section 9.8 hereof which shall govern the Parties' respective indemnification obligations with respect to Tax matters, from and after the Closing, 44 51 the Purchaser shall indemnify indemnify, defend and hold the Seller and its Affiliates and its officers, directors, stockholders, employees, agents and representatives (the "SELLER INDEMNIFIED PERSONS") harmless the Company and SFS and their respective Representatives for, from and against in respect of any and all demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which are asserted against, imposed upon or incurred by any such Person Losses that they may incur as a result of, arising out of or in connection with the due to any breach of any representation or alleged breach by warranty, covenant or other agreement of the Purchaser of any of or its representationsAffiliates (including, warrantiesafter Closing, covenants or agreements Newco) contained in this Agreement Agreement. (b) The Purchaser shall not have any liability under Section 9.2(a) unless the aggregate of all such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses Losses relating thereto for which indemnification the Purchaser would, but for this Section 9.2(b), be liable exceeds on a cumulative basis an amount equal to $159,000, and then only to the extent of any such excess; provided, that the Purchaser shall not have any liability under Section 9.2(a) for any individual item where the Loss relating to such item is provided less than $10,000; provided, further, however that the Purchaser's aggregate liability under Section 9.2(a) shall in no event exceed the Cap. All amounts paid to Seller Indemnified Person pursuant to this Section 8.02 being hereinafter collectively referred 9.2 and all amounts paid to Licensor Indemnified Persons (as such term is defined in the "Company Claims"); provided, however, that (AAmended and Restated License Agreement) the maximum liability pursuant to Section 10.2 of the Amended and Restated License Agreement shall be aggregated for purposes of determining the satisfaction of the Cap. The Purchaser shall have no liability under Section 9.2(a) to the extent a Seller Indemnified Person has been paid pursuant to this Section 8.02 in respect of such Company Claims shall be the Supply Agreement or the Amended and Restated License Agreement for an amount equal to indemnification claim involving the Purchase Price (as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to provide indemnification pursuant to this Section 8.02 in respect of any Company Claims shall terminate as of the applicable survival period set forth in Section 8.04, unless the Person entitled to indemnification shall have given notice to the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification by the Purchaser against such Company Claims pursuant to this Section 8.02identical substantive issue.

Indemnification by the Purchaser. In accordance with (a) The Purchaser shall hold harmless and indemnify the terms Seller and subject to the conditions of this Article VIIIits shareholders, officers, directors, Affiliates, employees, agents, successors and assigns (collectively, “Seller Indemnitees”) from and after the Closing, 44 51 the Purchaser shall indemnify and hold harmless the Company and SFS and their respective Representatives for, from and against any and all demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which are asserted against, imposed upon or incurred by and shall compensate and reimburse each of the Seller Indemnitees for any such Person as a result of Damages arising from or in connection with the breach (regardless of whether or alleged breach not such Damages relate to any third-party claim): (i) any Breach of any representation or warranty made by the Purchaser in this Agreement; (ii) any Breach of any covenant or obligation of its representations, warranties, covenants or agreements the Purchaser contained in this Agreement any of the Transactional Agreements; (all such demandsiii) any Liability of the Purchaser or of any Related Party of the Purchaser, claimsother than the Retained Liabilities; or (iv) any claim made against the Seller or other Liability arising out of conduct of the Business or the ownership or operation of the Assets following the Closing, actions, causes that results in the imposition on the Seller of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for which indemnification is provided pursuant to this Section 8.02 being hereinafter collectively referred to as any Liability of the "Company Claims")Purchaser other than the Excluded Liabilities; provided, however, that (Athis Section 6.3(a)(iv) shall not apply to the maximum liability extent that the Seller seeks indemnification for its own conduct of the Purchaser pursuant to this Section 8.02 in respect Business or its ownership or operation of such Company Claims shall be an amount equal the Assets prior to the Purchase Price Closing. (b) Except in the case of willful or intentional misrepresentation or fraud by the Purchaser, and except as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to provide indemnification pursuant to this Section 8.02 in respect of any Company Claims shall terminate as of the applicable survival period set forth in Section 8.04, unless the Person entitled to indemnification shall have given notice 6.3(a)(ii) and 6.3(a)(iii) above (to the Purchaser prior extent such Proceeding relates to such date identifying such Company Claims with reasonable particularity and asserting a Breach referred to in Section 6.3(a)( ii) above), the total amount of the indemnity payments that it is entitled to indemnification by the Purchaser against such Company Claims pursuant may be required to make under or in connection with this Agreement will be limited in the aggregate to $250,000. (c) VUANCE hereby guarantees the payment and performance of all of the obligations of the Purchaser set forth in Section 8.026.

Indemnification by the Purchaser. In accordance with the terms and subject to the conditions of this Article VIII, from and after the Closing, 44 51 the (a) The Purchaser shall indemnify and hold save harmless the Company and SFS Vendors, and their respective Representatives forRepresentatives, shareholders, subsidiaries and Affiliates (collectively, the “Vendors Indemnified Parties”) from and against any and all demandsloss, claimsliability, actionsclaim, causes of actiondamage, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses expense (including costs of investigation and defense and reasonable attorneys’ fees and disbursements of counselexpenses) which are asserted againstor diminution in value, imposed upon whether or incurred by any such Person as not involving a result of Third Party Claim, arising from or in connection with the with: (i) subject to Section 3.6, any misrepresentation or any incorrectness in or breach or alleged breach by the Purchaser of any of its representations, warranties, covenants representation or agreements contained warranty set forth in this Agreement (all such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for which indemnification is provided pursuant to this Section 8.02 being hereinafter collectively 3.4 hereof or referred to as the "Company Claims"); provided, however, that (A) the maximum liability in any certificate delivered by or on behalf of the Purchaser pursuant to this Section 8.02 5.2(c)(i) hereof; (ii) all Claims asserted by: (A) any Employee against the Vendors Indemnified Parties in respect of any termination of employment of such Company Claims shall be an amount equal to Employee by the Purchase Price (as adjusted in accordance with Section 1.04) Purchaser after the Time of Closing; and (B) any Non-Active Non-Union Employee against the obligation of the Purchaser to provide indemnification pursuant to this Section 8.02 Vendors Indemnified Parties in respect of any Company Claims shall terminate as termination of employment of such Non-Active Non-Union Employee by the Purchaser after such Non-Active Non-Union Employee starts work for the Purchaser; (iii) any breach of any covenant of the applicable survival period Purchaser set forth in Section 8.04, unless this Agreement; and (iv) the Person entitled to indemnification shall have given notice to conduct of the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification Business or ownership of the Purchased Assets by the Purchaser against from and after the Closing Date. (b) Notwithstanding any of the other provision of this Agreement: (i) subject to Section 8.2(b)(iii), Purchaser shall have no Liability to the Vendors Indemnified Parties under Sections 8.2(a)(i) and 8.2(a)(ii) until Purchaser’s aggregate liability under all such Company Claims pursuant exceeds $500,000, at which time Purchaser shall be required to this pay or indemnify the Vendors Indemnified Parties in respect of its Liability for all such Claims, excluding the first $500,000 of such Liability; (ii) subject to Section 8.028.2(b)(iii), in no event shall the aggregate Liability of Purchaser arising under Sections 8.2(a)(i) and 8.2(a)(ii) exceed $15,750,000; and (iii) the limitations set forth in Sections 8.2(b)(i) and 8.2(b)(ii) shall not apply to any Claims relating to fraud or wilful misconduct, for which the Liability of the Purchaser shall not exceed the amount of the Purchase Price; or (B) any Claims for indemnification under Sections 3.4(a) and 3.4(b), for which the aggregate Liability of the Purchaser shall not exceed the amount of the Purchase Price.

Indemnification by the Purchaser. In accordance with 13.2.1 The Purchaser agrees to indemnify and hold the terms and subject to the conditions of this Article VIIISelling Shareholders harmless, from and after the ClosingClosing Date, 44 51 against and in respect of all matters in connection with any losses, liabilities or damages (including reasonable attorneys' fees) incurred by the Selling Shareholders that result from any misrepresentation or breach of the warranties by the Purchaser shall indemnify in Article 3, "Representations and hold harmless Warranties of the Company and SFS and their respective Representatives forPurchaser," or any breach or nonfulfillment of any agreement or covenant on the part of the Purchaser contained in this Agreement, from and against any and all demands, claimssuits, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlementsdemands, judgments, fines, penalties, interest, costs and expenses incident to the foregoing matters, including reasonable attorneys' fees. 13.2.2 In no event shall the Purchaser's liability under Paragraph 13.2.1 above to the Selling Shareholders (including other than for costs and reasonable attorneys' fees and disbursements of counsel) which are asserted against, imposed upon or incurred by any such Person as a result of or in connection with the breach or alleged breach by the Purchaser of any of its representations, warranties, covenants or agreements contained in this Agreement (all such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for Selling Shareholders to which indemnification is provided he may be entitled pursuant to this Section 8.02 being hereinafter collectively referred 13.5, "Arbitration," or Section 15.2.3) exceed the total value of the Company Shares which have been (and will, pursuant to as the "Company Claims"); providedformula of Article 2 hereof, howeverbe required to be) delivered to the Purchaser, that (A) which value shall be set forth in Schedule 13.2. 13.2.3 Notwithstanding the maximum liability provisions of Paragraph 13.2.1 above, the Selling Shareholders shall be entitled to seek indemnification from the Purchaser pursuant to Paragraph 13.2.1 of this Section 8.02 in respect of such Company Claims shall be an amount equal 13.2 only to the Purchase Price (as adjusted in accordance with Section 1.04) and (B) extent that the obligation aggregate of the Purchaser to provide indemnification pursuant to this Section 8.02 in respect of any Company Claims shall terminate as of losses, liabilities, costs and damages (including reasonable attorneys' fees) incurred by the applicable survival period set forth in Section 8.04, unless the Person Selling Shareholders which it would be entitled to indemnification shall have given notice to the Purchaser prior to claim under such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification by the Purchaser against such Company Claims pursuant to this Section 8.02Paragraph 13.2.1 exceeds $25,000.

Indemnification by the Purchaser. In accordance with the terms and subject The Purchaser hereby agrees to the conditions of this Article VIIIindemnify, from and after the Closing, 44 51 the Purchaser shall indemnify defend and hold harmless the Company Seller and SFS each of its officers, directors, stockholders (G▇▇▇▇▇), partners, members, employees, agents and their respective Representatives foraffiliates (collectively, “Seller Indemnified Persons”) from and against any and all demandslosses, liabilities, claims, obligations, damages (including diminution in value), strict liability, fines, penalties, assessments, deficiencies, actions, causes of action, arbitrations, proceedings, assessmentsremediations, losses, damages, liabilitiesjudgments, settlements, judgments, fines, penalties, interestviolations or alleged violations of law, costs and expenses (including reasonable attorneys’ fees and disbursements of counselall other expenses incurred in investigating, preparing, or defending any litigation or proceeding, commenced or threatened) which are asserted against(collectively, imposed upon or incurred by any such Person as a result “Seller Damages”) arising out of or resulting from: (a) any breach of any representation or warranty the Purchaser has made in connection with this Agreement; (b) any breach by Purchaser of its covenants or obligations in this Agreement; and (c) any allegation by a third party of any of the breach foregoing. The maximum indemnification liability of the Purchaser (whether arising in law or alleged equity, in contract, tort or any other theory of law) towards any and all Seller Indemnified Persons for any Seller Damages giving rise to such indemnification, shall not exceed an aggregate amount (for all Seller Indemnified Persons and for all Seller Damages) of US$620,000 (six hundred and twenty thousand US Dollars); and the Seller hereby waives, on its own behalf and on behalf of all Seller Indemnified Persons, any excess amounts of Seller Damages. Furthermore, no claim for indemnification may be made after expiration of the survival period as per Section 7.01 below (18 months following the Closing Date). The aforesaid limited liability constitutes the sole and exclusive remedy for the Seller Indemnified Persons for any breach by the Purchaser of any of its and all representations, warrantieswarranties and covenants under and arising from this Agreement. The aforesaid limitations shall not apply in the case of fraud or intentional misrepresentation by the Purchaser, covenants or agreements contained in this Agreement (all such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for which indemnification is provided pursuant shall not apply to this Section 8.02 being hereinafter collectively referred to as the "Company Claims"); provided, however, that (A) the maximum liability breach of the Purchaser pursuant obligation to this Section 8.02 in respect pay the full amount of such Company Claims shall be an amount equal to the Purchase Price (as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to provide indemnification pursuant to this Section 8.02 in respect of any Company Claims shall terminate as of the applicable survival period set forth in Section 8.04, unless the Person entitled to indemnification shall have given notice to the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification by the Purchaser against such Company Claims pursuant to this Section 8.02Price.

Indemnification by the Purchaser. In accordance with (a) From and after the terms and Tier One Closing Date, subject to the conditions other provisions of this Article VIII8, from and after the Closing, 44 51 the Purchaser shall agrees to indemnify and hold harmless the Company and SFS Sellers and their respective officers, directors, employees, Representatives and Affiliates (collectively, the “Indemnified Seller Entities” and, together with the Indemnified Purchaser Entities, the “Indemnified Entities”) for, and to hold each of them harmless from and against any and all demandsIndemnifiable Losses actually suffered, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which are asserted against, imposed upon paid or incurred by any such Person Indemnified Seller Entity as a result of: (i) any breach of or in connection with any of the breach or alleged breach representations and warranties made by the Purchaser in Sections 4.01, 4.02, 4.03, 4.04, 4.07, 4.08, 4.11 and 4.12; (ii) any failure to perform any covenant or agreement of the Purchaser; or (iii) the ownership of the Transferred Interests or the businesses, and all operations of, the Acquired Companies arising or resulting from any of its representations, warranties, covenants or agreements period after the applicable Closing. (b) Notwithstanding anything to the contrary contained in this Agreement Section 8.02, the Indemnified Seller Entities shall be entitled to indemnification: (i) with respect to any Claim for indemnification pursuant to Section 1.01(a)(i), only if the aggregate of Indemnifiable Losses to all Indemnified Seller Entities with respect to all such demandsClaims exceeds the Deductible, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for which indemnification is provided pursuant to this Section 8.02 being hereinafter collectively referred to as the "Company Claims"); provided, however, that whereupon (A) the maximum liability of the Purchaser pursuant to this Section 8.02 in respect of such Company Claims shall be an amount equal subject to the Purchase Price provisions of clauses (as adjusted in accordance with Section 1.04ii) and (Biii) below) the obligation 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 Purchaser amount of the Deductible; (ii) with respect to provide any Claim for indemnification pursuant to Section 1.01(a)(i), only with respect to individual items where the Indemnifiable Losses relating thereto are in excess of the Minimum Claim Amount (any items less than such threshold shall not be aggregated for the purposes of the immediately preceding clause (i)); and (iii) notwithstanding anything to the contrary contained in this Agreement, with respect to any Claim for indemnification pursuant to Section 1.01(a)(i), in no event shall the Purchaser’s aggregate liability to the Indemnified Seller Entities exceed the Cap. (c) Notwithstanding anything to the contrary contained in this Section 8.02 in respect of any Company 8.02, the Indemnified Seller Entities shall be entitled to indemnification only if such Claims shall terminate as are made on or before the expiration of the applicable survival period pursuant to Section 7.01 for the applicable representation, warranty, covenant or agreement. (d) This Section 8.02 is subject to the limitations set forth in Section 8.04, unless the Person entitled to indemnification shall have given notice to the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification by the Purchaser against such Company Claims pursuant to this Section 8.027.03(b).

Indemnification by the Purchaser. In accordance with the terms and subject to the conditions of this Article VIII, from (a) From and after the Closing, 44 51 subject to the other provisions of this Article 9 and to Section 8.03, the Purchaser shall agrees to indemnify and hold harmless defend the Company Seller and SFS its Affiliates, its and their respective direct and indirect equity owners and each of the Representatives of the foregoing (collectively, the “Indemnified Seller Entities”) for, and to hold each of them harmless from and against against, any and all demandsIndemnifiable Losses suffered, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which are asserted against, imposed upon paid or incurred by any such Person Indemnified Seller Entity as a result of: (i) any breach of any 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. (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 or in connection with the any breach or alleged breach by the Purchaser of any of its representationsthe Purchaser Specified Representations; (ii) with respect to any Claim for indemnification pursuant to Section 9.02(a)(i), warrantiesonly with respect to individual items or a series of related items where the Indemnifiable Losses relating thereto are in excess of $125,000 (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, covenants warranty, covenant or agreements agreement. (c) Notwithstanding anything to the contrary contained in this Agreement Agreement, (all such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for which indemnification is provided pursuant i) except with respect to this Section 8.02 being hereinafter collectively referred to as the "Company Claims"); provided, however, that (A) the maximum liability a breach of the Purchaser pursuant to this Section 8.02 Specified Representations, in respect of such Company Claims no event shall be an amount equal the Purchaser’s aggregate liability to the Indemnified Seller Entities under Section 9.02(a) exceed the Cap; and (ii) subject to, and 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 Price. (as adjusted d) All materiality qualifications (including the terms “material,” “material adverse effect” and “material respects”) contained in accordance with Section 1.04) the representations and (B) the obligation warranties of the Purchaser in this Agreement shall be disregarded for all purposes of this Article 9, including for (i) determining whether there is a breach of, or failure to provide indemnification pursuant to this Section 8.02 in respect of any Company Claims shall terminate be true and correct on and as of the applicable survival period set forth in Section 8.04Closing Date of, unless any of the Person entitled to indemnification shall have given notice to representations or warranties of the Purchaser prior and (ii) determining the amount of Losses based upon or arising from any breach of, or failure to such date identifying such Company Claims with reasonable particularity be true and asserting that it is entitled to indemnification by correct on and as of the Purchaser against such Company Claims pursuant to this Section 8.02Closing Date of, any of the representations or warranties of the Purchaser.

Indemnification by the Purchaser. In accordance with 9.3.1 Subject to the terms and subject to the conditions of this Article VIIIAgreement, from and after the Closing, 44 51 the Purchaser shall will indemnify the Sellers and hold harmless the Company and SFS and their respective Representatives forSellers’ Representative (collectively, from and the “Seller Indemnified Parties”) against any and all demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which are asserted against, imposed upon Damages actually incurred or incurred suffered by any such Person as a result the Seller Indemnified Parties to the extent resulting from arising out of or in connection with the breach or alleged breach otherwise related to: (a) any failure of any Fundamental Representation made by the Purchaser of any of its representations, warranties, covenants or agreements contained in this Agreement to be true and correct as of the date hereof and as of the Closing (all such demandsexcept those representations and warranties that address matters only as of a specified date, claims, actions, causes which shall be true and correct as of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for which indemnification is provided that specified date); or (b) any breach of any covenant required to be performed by the Purchaser pursuant to this Agreement. 9.3.2 The Seller Indemnified Parties shall have no right to recover any amounts pursuant to Section 8.02 being hereinafter collectively referred 9.1(a) unless the Sellers’ Representative notifies Purchaser in writing pursuant to as Section 9.4 by the "Company Claims"Representations and Warranties Survival Date. The Seller Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.1(b) unless the Sellers’ Representative notifies Purchaser in writing pursuant to Section 9.4 by the Covenant Survival Date. 9.3.3 The Seller Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.1(a) until the total amount of such Damages incurred by the Seller Indemnified Parties under Section 9.1(a), in the aggregate, exceeds the Deductible, in which case the Seller Indemnified Parties will be entitled to recover Damages in excess of the Deductible; provided, however, that (A) the maximum Deductible shall not apply in the case of Fraud committed by the Purchaser. 9.3.4 The aggregate liability of the Purchaser pursuant to this for Damages under Section 8.02 9.1(a) shall not exceed the Transaction Consideration; provided, however, that such cap shall not apply in respect the case of such Company Claims shall be an amount equal to the Purchase Price (as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to provide indemnification pursuant to this Section 8.02 in respect of any Company Claims shall terminate as of the applicable survival period set forth in Section 8.04, unless the Person entitled to indemnification shall have given notice to the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification Fraud committed by the Purchaser against such Company Claims pursuant to this Section 8.02Purchaser.

Indemnification by the Purchaser. In accordance with the terms and (a) The Purchaser agrees, subject to the other terms and conditions of this Agreement and without gross-up for Taxes, to indemnify each Seller and its agents, successors and assigns (as used in this Section 9.02, each a "Seller Indemnified Party") against and hold each Seller Indemnified Party harmless from all Losses arising out of (i) the breach of any representation or warranty contained in Article VIIIIV, from and after (ii) the Closing, 44 51 breach of any covenant or agreement of the Purchaser herein (other than Article VII, it being understood that the sole remedy for breach thereof shall indemnify be pursuant to Article VII) and hold harmless (iii) the conduct of the business of each Company and SFS and their respective Representatives for, from and against any and all demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which are asserted against, imposed upon or incurred by any such Person as a result of or in connection with the breach or alleged breach by the Purchaser following the Closing. 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 its representationssuch claim or action is received by the Purchaser describing in 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, warrantieswarranty, covenants covenant or agreements contained agreement on which such claim or action is based ceases to survive as set forth in this Agreement Section 9.01. (all such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for which b) The indemnification is provided pursuant to this Section 8.02 being hereinafter collectively referred to as the "Company Claims"); provided, however, that (A) the maximum liability obligations of the Purchaser pursuant to this Section 8.02 9.02(a)(i) shall not be effective until the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 9.02(a)(i) exceeds $3,000,000 (the "Purchaser's Threshold Amount"), and then only to the extent such aggregate amount exceeds the Purchaser's Threshold Amount. In addition, no claim may be made against the Purchaser for indemnification pursuant to Section 9.02(a)(i) with respect to any individual item of Loss, unless such item exceeds $250,000, nor shall any such item which does not exceed $250,000 be applied to or considered part of the Purchaser's Threshold Amount. The indemnification obligations of the Purchaser pursuant to Section 9.02(a)(i) shall be effective only until the dollar amount paid by the Purchaser in respect of such Company Claims shall be all Losses indemnified against under Section 9.02(a)(i) aggregates to an amount equal to $15,000,000. 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 deemed to be an amount (i) net of any Tax benefits to such Seller Indemnified Party, (ii) net of any insurance proceeds and any indemnity, contribution or other similar payment recoverable by any such Seller Indemnified Party from any third party with respect thereto and (iii) net of any adjustments to the Purchase Price pursuant to Section 2.04 with respect to the subject matter in dispute. (as adjusted c) Payments by the Purchaser to any Seller Indemnified Party pursuant to Section 9.02(a) shall be limited to the amount of any Losses that remains after deducting therefrom (i) any Tax benefit to such Seller Indemnified Party and (ii) any insurance proceeds and any indemnity, contribution or other similar payment recoverable by such Seller Indemnified Party from any third party with respect thereto. If a payment is made by the Purchaser to any Seller Indemnified Party in accordance with this Section 1.04) 9.02, and if in a subsequent taxable year a Tax benefit is realized by such Seller Indemnified Party (B) the obligation of that was not previously taken into account to reduce an amount otherwise payable by the Purchaser to provide indemnification pursuant to such Seller Indemnified Party under this Section 8.02 9.02), such Seller Indemnified Party shall pay to the Purchaser at the time of such realization the amount of such Tax benefit to the extent that the Tax benefit would have resulted in respect a reduction in the amount paid by the Purchaser under Section 9.02 if the Tax benefit had been obtained in the year of any Company Claims shall terminate as such payment. A Tax benefit will be considered to be realized for purposes of this Section 9.02 at the time that it is reflected on a Tax return of the applicable survival period set forth in Section 8.04, unless the Person entitled to indemnification shall have given notice to the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification by the Purchaser against such Company Claims pursuant to this Section 8.02Seller Indemnified Party.

Indemnification by the Purchaser. In accordance with (a) The Purchaser shall hold harmless and indemnify the terms and subject to the conditions of this Article VIII, Seller from and after against, and shall compensate and reimburse the Closing, 44 51 the Purchaser shall indemnify and hold harmless the Company and SFS and their respective Representatives Seller for, from and against any and all demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which Damages that are asserted against, imposed upon directly or indirectly suffered or incurred by the Seller or to which the Seller otherwise becomes subject at any time (regardless of whether or not such Person Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (i) any failure on the part of the Purchaser to perform and discharge the Assumed Liabilities on a timely basis; (ii) any Breach of any representation or in connection with the breach or alleged breach warranty made by the Purchaser in this Agreement; or (iii) any Proceeding relating directly or indirectly to any failure or Breach of the type referred to in clause “(i)” or “(ii)” above (including any Proceeding commenced by the Seller for the purpose of enforcing its rights under this Section 9.3). (b) 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, warranties, covenants or agreements contained in this Agreement (all representations and warranties until such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for which indemnification is provided pursuant to this Section 8.02 being hereinafter collectively referred to time as the "Company Claims"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 $50,000 in the aggregate. (If the total amount of such Damages exceeds $50,000 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 $50,000.); provided, however, that (Ac) the The maximum liability aggregate Liability of the Purchaser pursuant to this under Section 8.02 in respect of such Company Claims 9.3 (a)(ii) shall be an amount equal limited to $875,000. (d) The limitations on the Purchase Price (as adjusted in accordance with Section 1.04) and (B) the obligation indemnification obligations of the Purchaser to provide indemnification pursuant to this Section 8.02 in respect of any Company Claims shall terminate as of the applicable survival period set forth in Section 8.04, unless the Person entitled 9.3(b) and (c) shall not apply to indemnification shall have given notice to the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification fraud by the Purchaser against such Company Claims pursuant to this Section 8.02or any Representative of the Purchaser.

Indemnification by the Purchaser. In accordance with (a) From and after the terms and Closing Date, subject to the conditions other provisions of this Article VIIIX, from and after the Closing, 44 51 the Purchaser shall agrees to indemnify the Sellers (collectively, the “Indemnified Seller Persons”) and to hold each of them harmless the Company and SFS and their respective Representatives for, from and against any and all demandsDamages suffered, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which are asserted against, imposed upon paid or incurred by such Indemnified Seller Person resulting from or caused by (i) any such Person as a result breach of any of the representations and warranties made by the Purchaser to the Sellers in Article VI of this Agreement or of any breach of any representation by the Purchaser in connection with the breach respect thereof contained in any certificate delivered pursuant to this Agreement or alleged (ii) any breach by the Purchaser of any covenant or agreement of its representations, warranties, covenants or agreements the Purchaser contained in this Agreement Agreement. (b) Notwithstanding anything to the contrary in this Section 10.2, the Indemnified Seller Persons shall be entitled to indemnification pursuant to Section 10.2(a) with respect to any claim for indemnification pursuant to Section 10.2(ai): (i) other than in respect of claims for indemnification arising out of, resulting from or caused by a breach of the Purchaser Fundamental Representations, only if, and then only to the extent that the aggregate Damages to all Indemnified Seller Persons (without duplication), with respect to all such demands, claims, actionsexceed the Deductible, causes whereupon (subject to the provisions of actionclause (ii) below), proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses the Purchaser shall be obligated to pay in full all such amounts but only to the extent such aggregate Damages are in excess of the amount of the Deductible; and (ii) only with respect to claims for which indemnification made on or before the date that is provided pursuant to this Section 8.02 being hereinafter collectively referred to as 24 months after the "Company Claims")Closing Date; provided, howeverthat with respect to claims for indemnification arising out of, that (A) the maximum liability resulting from or caused by a breach of the Purchaser pursuant to this Section 8.02 in respect of such Company Claims Fundamental Representations, the Indemnified Seller Persons shall be an amount equal entitled to the Purchase Price (as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to provide indemnification pursuant to this Section 8.02 10.2(a)(i) with respect to any such claim indefinitely or until the latest date provided for their survival in respect of any Company Claims shall terminate as Section 12.1; and (iii) only to the amount of the applicable survival period set forth in Section 8.04Cap, unless the Person entitled to indemnification provided that such Cap shall have given notice not apply to the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification by the Purchaser against such Company Claims pursuant to this Section 8.02.Fundamental Representations

Indemnification by the Purchaser. In accordance with the terms and subject Subject to the conditions provisions of this Article VIII, after the Closing Date, the Purchaser shall indemnify Seller and each of its respective Affiliates and each of their respective officers, directors, employees, agents and each of the successors and assigns of the foregoing against, and agree to hold each of them harmless from, any and all Losses incurred or suffered by a Seller or any such Affiliate because of (1) any breach of a representation or warranty of the Purchaser contained in Section 3.2 determined without regard to any Knowledge, Material Adverse Effect or materiality qualifier therein, (2) any breach of an agreement or covenant made by the Purchaser in this Agreement, (3) any Pier 1 Bank Liabilities, (4) any Liability for Taxes of Pier 1 Bank other than Pier 1 Bank Excluded Taxes or Taxes that constitute Excluded Liabilities or (5) the operation of the Business from and after the Closing. Notwithstanding the foregoing, 44 51 the Purchaser Seller and its Affiliates shall indemnify not be entitled to indemnity pursuant to clause (1) of this Section 8.3 (other than for breaches of Sections 3.2(a), (b), (j), (k) and hold harmless (l), which shall not be subject to the Company and SFS and their respective Representatives for, from and against following limitations): (a) for any and Losses until the aggregate amount of all demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which are asserted against, imposed upon Losses incurred or incurred by any such Person as a result of or in connection with the breach or alleged breach suffered by the Purchaser of Seller or any of its representationsAffiliates exceeds Five Hundred Thousand Dollars ($500,000), warranties, covenants or agreements contained in this Agreement (all such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs which case the Seller and expenses for which indemnification is provided pursuant to this Section 8.02 being hereinafter collectively referred to as the "Company Claims"); provided, however, that (A) the maximum liability of the Purchaser pursuant to this Section 8.02 in respect of such Company Claims its Affiliates shall be an amount equal to the Purchase Price (as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to provide indemnification pursuant to this Section 8.02 in respect of any Company Claims shall terminate as of the applicable survival period set forth in Section 8.04, unless the Person entitled to indemnification shall have given notice to for the Purchaser prior to full amount of Losses in excess of such date identifying such Company Claims with reasonable particularity threshold; and asserting that it is entitled to indemnification (b) for Losses, in the aggregate, incurred or suffered by the Purchaser against such Company Claims pursuant to this Section 8.02Seller or its Affiliates in excess of one-half of the Purchase Price.

Indemnification by the Purchaser. In accordance with The Purchaser agrees to indemnify the terms Seller and subject each of its Affiliates and their respective officers, directors and employers (collectively, the “Seller Indemnified Parties”) against, and agree to hold each of them harmless from, any and all Losses incurred or suffered by the conditions Seller Indemnified Parties arising out of or resulting from without duplication, (i) any breach of a representation or warranty of the Purchaser contained in this Article VIIIAgreement or in any certificate delivered by the Purchaser pursuant to this Agreement, (ii) any breach of an agreement or covenant made by the Purchaser in this Agreement, (iii) any Assumed Liability, or (iv) the operation of the Acquired Assets from and after the Closing. Notwithstanding the foregoing, 44 51 the Purchaser shall indemnify and hold harmless the Company and SFS and their respective Representatives forSeller Indemnified Parties will not be entitled to indemnity pursuant to clause (i) of this Section 9.3: (x) in respect of any individual Action or individual claim, from and against fact or occurrence or any and all demandsseries of related Actions, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses facts or occurrences (including fees and disbursements any class action), until Losses in respect of counsel) which are asserted against, imposed upon such individual or incurred by any such Person as a result of or in connection with the breach or alleged breach by the Purchaser of any of its representations, warranties, covenants or agreements contained in this Agreement (all such demandsrelated Actions, claims, actionsfacts or occurrences are greater than the De Minimis Claim Amount; or (y) for any Losses, causes until the aggregate amount of actionall such Losses incurred or suffered by the Seller Indemnified Parties exceeds the Deductible Amount, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses in which case the Seller Indemnified Parties shall be entitled to indemnification for which indemnification is provided pursuant to this Section 8.02 being hereinafter collectively referred to as the "Company Claims")full amount of Losses in excess of such threshold; provided, however, that (A) in no event will the maximum liability of the Purchaser Seller Indemnified Parties be entitled to indemnity for Losses pursuant to clause (i) of this Section 8.02 in respect 9.3 to the extent that the amount of such Company Claims shall be an amount equal to Losses, in the Purchase Price (as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to provide indemnification pursuant to this Section 8.02 in respect of any Company Claims shall terminate as of the applicable survival period set forth in Section 8.04aggregate, unless the Person entitled to indemnification shall have given notice to the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification incurred or suffered by the Purchaser against such Company Claims pursuant Seller Indemnified Parties exceeds the Indemnity Cap Amount, except with respect to this Losses arising from the breach of Section 8.026.1.

Indemnification by the Purchaser. In accordance with the terms and subject to the conditions of this Article VIII, from and after the Closing, 44 51 the (a) The Purchaser shall indemnify indemnify, protect, defend, exculpate and hold harmless the Company Sellers and SFS their Affiliates and their respective Representatives partners, directors, managers, members, shareholders, officers, employees and agents (collectively, the “Seller Indemnified Parties”), harmless from and against, and defend the Seller Indemnified Parties from and reimburse the Seller Indemnified Parties for, from and against any and all demands, claims, actions, causes of action, proceedings, assessments, losses, damages, costs, expenses, liabilities, settlementsobligations and claims of any kind (including costs of investigation, judgments, fines, penalties, interest, reasonable attorneys’ fees and other legal costs and expenses expenses, but not including consequential, punitive, treble or other similar damages, lost profits, special or indirect damages, including loss of future revenue, profits or income or loss of business reputation or opportunity related to the breach or alleged breach of this Agreement) (including fees and disbursements of counselthe “Seller Indemnified Losses”) which are asserted againstthe Seller Indemnified Parties shall at any time suffer or incur, imposed upon or incurred by any such Person become subject to, as a result of or in connection with the with: (i) Any breach or alleged breach inaccuracy of any of the representations or warranties made by the Purchaser in this Agreement; (ii) Any breach of any covenant, agreement or undertaking made by the Purchaser under this Agreement; and (iii) Any failure by Purchaser to satisfy the Assumed Liabilities. (b) Except as provided otherwise herein, (i) the aggregate liability of its representations, warranties, covenants or agreements contained in this Agreement (all such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses the Purchaser for which indemnification is provided Seller Indemnified Losses pursuant to this Section 8.02 being hereinafter collectively referred 7.2(a)(i) and Section 7.2(a)(ii) shall not exceed the amount of Fifteen Million Dollars ($15,000,000) in the aggregate and (ii) the Purchaser shall be liable for Seller Indemnified Losses pursuant to as Section 7.2(a)(i) or Section 7.2(a)(ii) only if the "Company Claims"aggregate Seller Indemnified Losses exceed the amount of Five Hundred 886463.02-NYCSR06A - MSW Thousand Dollars ($500,000) (the “Purchaser Basket”), at which point the Purchaser shall be liable for all Seller Indemnified Losses (i.e., from the first dollar of such Seller Indemnified Losses); provided, however, that (A) the maximum liability of the Purchaser pursuant to this Section 8.02 in respect of such Company Claims Purchaser’s obligations hereunder shall be an reduced by the amount equal to the Purchase Price of insurance proceeds, tax benefits, indemnification payments and other third-party payments, actually received in connection with such claims (as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to provide indemnification pursuant to this Section 8.02 in respect net of any Company Claims shall terminate as costs incurred in recovering such amounts). For the avoidance of doubt, the applicable survival period limitations set forth in this Section 8.04, unless 7.2(b) shall not apply in the Person entitled to indemnification shall have given notice to the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification by the Purchaser against such Company Claims case of any claim made pursuant to this Section 8.027.2(a)(iii).

Indemnification by the Purchaser. In accordance with the terms and subject to the conditions of this Article VIII, from and after the Closing, 44 51 the (a) The Purchaser shall indemnify indemnify, protect, defend, exculpate and hold harmless the Company Sellers and SFS their Affiliates and their respective Representatives partners, directors, managers, members, shareholders, officers, employees and agents (collectively, the “Seller Indemnified Parties”), harmless from and against, and defend the Seller Indemnified Parties from and reimburse the Seller Indemnified Parties for, from and against any and all demands, claims, actions, causes of action, proceedings, assessments, losses, damages, costs, expenses, liabilities, settlementsobligations and claims of any kind (including costs of investigation, judgments, fines, penalties, interest, reasonable attorneys’ fees and other legal costs and expenses expenses, but not including consequential, punitive, treble or other similar damages, lost profits, special or indirect damages, including loss of future revenue, profits or income or loss of business reputation or opportunity related to the breach or alleged breach of this Agreement) (including fees and disbursements of counselthe “Seller Indemnified Losses”) which are asserted againstthe Seller Indemnified Parties shall at any time suffer or incur, imposed upon or incurred by any such Person become subject to, as a result of or in connection with the with: (i) Any breach or alleged breach inaccuracy of any of the representations or warranties made by the Purchaser in this Agreement; (ii) Any breach of any covenant, agreement or undertaking made by the Purchaser under this Agreement; and (iii) Any failure by Purchaser to satisfy the Assumed Liabilities. (b) Except as provided otherwise herein, (i) the aggregate liability of its representations, warranties, covenants or agreements contained in this Agreement (all such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses the Purchaser for which indemnification is provided Seller Indemnified Losses pursuant to this Section 8.02 being hereinafter collectively referred 7.2(a)(i) and Section 7.2(a)(ii) shall not exceed the amount of Fifteen Million Dollars ($15,000,000) in the aggregate and (ii) the Purchaser shall be liable for Seller Indemnified Losses pursuant to as Section 7.2(a)(i) or Section 7.2(a)(ii) only if the "Company Claims"aggregate Seller Indemnified Losses exceed the amount of Five Hundred Thousand Dollars ($500,000) (the “Purchaser Basket”), at which point the Purchaser shall be liable for all Seller Indemnified Losses (i.e., from the first dollar of such Seller Indemnified Losses); provided, however, that (A) the maximum liability of the Purchaser pursuant to this Section 8.02 in respect of such Company Claims Purchaser’s obligations hereunder shall be an reduced by the amount equal to the Purchase Price of insurance proceeds, tax benefits, indemnification payments and other third-party payments, actually received in connection with such claims (as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to provide indemnification pursuant to this Section 8.02 in respect net of any Company Claims shall terminate as costs incurred in recovering such amounts). For the avoidance of doubt, the applicable survival period limitations set forth in this Section 8.04, unless 7.2(b) shall not apply in the Person entitled to indemnification shall have given notice to the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification by the Purchaser against such Company Claims case of any claim made pursuant to this Section 8.027.2(a)(iii).

Indemnification by the Purchaser. In accordance with the terms and subject (a) Subject to the conditions of this Article VIIISection 8.12, from and after the Closing, 44 51 the Purchaser shall agrees to indemnify and hold save harmless Loop, the Company Loop Shareholders, the Seller and SFS and each of their respective Representatives forpartners, officers, directors, employees, agents and Affiliates in their respective capacities as such (the "LOOP INDEMNITEES") from and against any and all demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which are asserted against, imposed upon Losses relating to or incurred by any such Person as a result of or in connection with the breach or alleged breach by the Purchaser arising out of any inaccuracy in or breach of its the representations, warranties, covenants or agreements contained in this Agreement made by such Purchaser herein. (all such demandsb) The provisions of Section 8.8(b) shall apply, claimsMUTATIS MUTANDIS, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses to any claim for which indemnification is provided pursuant to this Section 8.02 being hereinafter collectively referred to as by the "Company Claims"); provided, however, that (A) the maximum liability of Loop Indemnitees against the Purchaser pursuant to this Section 8.02 8.10. (c) Notwithstanding anything contained herein to the contrary, the indemnification provided in Section 8.9(a) above shall not apply unless the aggregate of all amounts subject to indemnification under section 8.9(a) exceeds US$100,000. In any event, the maximum amount that the Purchaser will be required to pay under Section 8.9(a) in respect of such Company Claims all claims by Loop Indemnities thereunder shall not exceed US$7,000,000. No claim for indemnification under Section 8.9(a) may be an amount equal to the Purchase Price (as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to provide indemnification pursuant to this Section 8.02 made by any Loop Indemnitee in respect of any Company Claims shall terminate as representation or warranty following the expiration of the applicable survival period set forth period, if any, specified with respect to such representation or warranty in Section 8.04, unless 8.1. (d) The indemnification provided for in this Section 8.10 shall be the Person entitled to indemnification shall have given notice exclusive post-Closing remedy available to the Purchaser prior Loop Indemnitees with respect to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification any inaccuracy in or breach of any representation or warranty made by the Purchaser against such Company Claims pursuant to in this Section 8.02Agreement; PROVIDED that nothing herein shall prevent the Loop Indemnitees from pursuing any remedies legally available for fraud or fraudulent misrepresentation.

Indemnification by the Purchaser. In accordance with the terms and subject (a) Subject to the conditions other provisions of this Article VIIIVII, from and after the Closing, 44 51 the Purchaser shall indemnify indemnify, defend and hold harmless the Company Seller and SFS its Affiliates, the representatives and their respective Representatives foragents thereof, and each of the successors and permitted assigns of any of the foregoing (collectively, the "SELLER INDEMNIFIED PARTIES"), from and against any and all demandsDamages suffered by the Seller Indemnified Parties resulting from, claimsarising out of, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which are asserted against, imposed upon relating to or incurred by with respect to: (i) any such Person as a result breach of or inaccuracy in connection with the breach any representation or alleged breach by warranty of the Purchaser contained in this Agreement; and (ii) any breach of any covenant or agreement of its representationsthe Purchaser contained in this Agreement. Notwithstanding anything in this Agreement to the contrary, warrantiesit is hereby understood that for purposes of this Section 7.3, covenants all materiality exceptions and qualifications set forth in any representation or agreements warranty of the Purchaser contained in this Agreement (all such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses shall be disregarded. The foregoing matters for which the Purchaser has an indemnification is provided pursuant to obligation under this Section 8.02 being hereinafter 7.3(a) are collectively referred to herein as "PURCHASER INDEMNIFIED MATTERS". (b) The Purchaser shall not be required to pay any amount of indemnification pursuant to Section 7.3(a)(i) until the aggregate dollar amount of all Damages that would otherwise be indemnifiable pursuant to Section 7.3(a)(i) exceeds five hundred thousand dollars ($500,000) ("Company ClaimsPURCHASER'S DEDUCTIBLE AMOUNT"); provided, however, that (A) at which point the maximum liability Purchaser shall indemnify the Seller Indemnified Parties only as to the amount of such Damages in excess of the Purchaser pursuant to Purchaser's Deductible Amount. Notwithstanding the foregoing, the limitations in this Section 8.02 7.3(b) shall not apply with respect to any breach or inaccuracy in any of the representations and warranties set forth in Sections 4.1 and 4.3, and Damages indemnified hereunder in respect of such Company Claims shall be an amount equal claims made by Seller Indemnified Parties with respect to breaches or inaccuracies in the Purchase Price (as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to provide indemnification pursuant to this Section 8.02 in respect of any Company Claims shall terminate as of the applicable survival period representations or warranties set forth in Section 8.04, unless such sections shall be disregarded for purposes of the Person entitled to indemnification shall have given notice to the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification by the Purchaser against such Company Claims pursuant to first sentence of this Section 8.027.3(b) in determining whether the aggregate Damages exceed Purchaser's Deductible Amount as described above.

Indemnification by the Purchaser. In accordance with the terms and subject to the conditions of this Article VIII, from and after the Closing, 44 51 the (a) The Purchaser shall indemnify indemnify, defend and hold harmless the Company Shareholders from and SFS against, and shall compensate and reimburse each of the Shareholders and each of their respective Representatives officers, directors, shareholders, employees, agent and representatives (collectively, the "Shareholder Related Indemnitees" and individually each a "Shareholder Related Indemnitee") for, from and against any and all demands, claims, actions, causes Damages (net of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counselTaxes) which are asserted against, imposed upon suffered or incurred by any of the Shareholder Related Indemnitees or to which any of the Shareholder Related Indemnitees may otherwise become subject at any time (regardless of whether or not such Person Damages relate to any third party claim) and which arise from or as a direct or indirect result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or in connection with the breach or alleged breach warranty made by the Purchaser of any of its representations, warranties, covenants or agreements contained in this Agreement or in any of the other Transaction Documents; or (all such demandsii) any breach of, claimsor failure to comply with, actionsany covenant or obligation of the Purchaser set forth in the Agreement. (b) Notwithstanding anything to the contrary set forth in this Agreement, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for which the Purchaser shall not be liable to indemnify any Shareholder Related Indemnitee with respect to any indemnification is provided claim made pursuant to this Section 8.02 being hereinafter collectively referred 11.04 unless and until all Damages claimed by the Shareholder Related Indemnitees pursuant to as this Section 11.04 exceed (i) One Hundred Thousand Dollars ($100,000) in the "Company Claims"); providedaggregate for any one section in Article VI or (ii) Five Hundred Thousand Dollars ($500,000) in the aggregate and then the Purchaser's responsibility will be limited, howeverin the aggregate, that (A) to the maximum extent such claims for Damages exceed the applicable threshold. Furthermore, the liability of the Purchaser pursuant to under this Section 8.02 in respect of such Company Claims shall be 11.04 is limited to an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000). Notwithstanding anything to the Purchase Price contrary contained herein, the limitations set forth in the previous sentence shall not apply (as adjusted i) in accordance with Section 1.04) and (B) the obligation event of fraudulent acts committed by the Purchaser or any of the directors of the Purchaser or (ii) to provide indemnification pursuant the Purchaser's liability for Damages relating to this Section 8.02 any inaccuracy in respect of any Company Claims shall terminate as or breach of the applicable survival period representations and warranties set forth in Section 8.046.22. (c) The Shareholder Related Indemnitees shall not be entitled to recover under this Section 11.04 to the extent of any recovery of any Shareholder Related Indemnitee under insurance policies held for the benefit of any Shareholder Related Indemnitee (net of any retrospective premium cost resulting from such recovery), unless it being understood that the Person Shareholder Related Indemnitees shall in good faith pursue recovery against the insurers with the same degree of diligence as they use to pursue claims against their insurers generally in the conduct of their business. (d) Prior to bringing any claim against the Purchaser with respect to any Damages resulting from a breach of any provision of Article VI, the Shareholder Related Indemnitees shall give written notice of such claim to the Purchaser and, to the extent such Damages can be eliminated through a correction of the breached provision or other action of the Purchaser without any out-of- pocket cost to the Purchaser or any costs incurred by the Purchaser for remedial measures exceeding $100,000 for every breach (such costs to be calculated based on the actual cost (e.g., actual salary cost for employees)), shall give the Purchaser ninety (90) days to conclude such correction or take such action. (e) Spray Ventures agrees to use reasonable commercial efforts to minimize any Damages for which the Shareholder Related Indemnitees are entitled to indemnification shall have given notice to the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification by the Purchaser against such Company Claims pursuant to under this Section 8.0211.04.

Indemnification by the Purchaser. In accordance with (a) From and after the terms and Closing Date, subject to the conditions other provisions of this Article VIIIX, from and after the Closing, 44 51 the Purchaser shall agrees to indemnify the Sellers (collectively, the “Indemnified Seller Persons”) and to hold each of them harmless the Company and SFS and their respective Representatives for, from and against any and all demandsDamages suffered, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which are asserted against, imposed upon paid or incurred by such Indemnified Seller Person resulting from or caused by (i) any such Person as a result breach of any of the representations and warranties made by the Purchaser to the Sellers in Article VI of this Agreement or of any breach of any representation by the Purchaser in connection with the breach respect thereof contained in any certificate delivered pursuant to this Agreement or alleged (ii) any breach by the Purchaser of any covenant or agreement of its representations, warranties, covenants or agreements the Purchaser contained in this Agreement Agreement. (b) Notwithstanding anything to the contrary in this Section 10.2, the Indemnified Seller Persons shall be entitled to indemnification pursuant to Section 10.2(a) with respect to any claim for indemnification 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 Purchaser Fundamental Representations, only if, and then only to the extent that the aggregate Damages to all Indemnified Seller Persons (without duplication), with respect to all such demands, claims, actionsexceed the Deductible, causes whereupon (subject to the provisions of actionclause (ii) below), proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses the Purchaser shall be obligated to pay in full all such amounts but only to the extent such aggregate Damages are in excess of the amount of the Deductible; and (ii) only with respect to claims for which indemnification made on or before the date that is provided pursuant to this Section 8.02 being hereinafter collectively referred to as 24 months after the "Company Claims")Closing Date; provided, howeverthat with respect to claims for indemnification arising out of, that (A) the maximum liability resulting from or caused by a breach of the Purchaser pursuant to this Section 8.02 in respect of such Company Claims Fundamental Representations, the Indemnified Seller Persons shall be an amount equal entitled to the Purchase Price (as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to provide indemnification pursuant to this Section 8.02 in 10.2(a)(i) with respect of to any Company Claims shall terminate as of such claim indefinitely or until the applicable latest date provided for their survival period set forth in Section 8.04, unless the Person entitled to indemnification shall have given notice to the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification by the Purchaser against such Company Claims pursuant to this Section 8.0212.1.