Common use of Indemnification by the Shareholder Clause in Contracts

Indemnification by the Shareholder. (1) Subject to Sections 6.01(1) and 7.01(2): (a) The Shareholder shall indemnify, save and hold harmless, discharge and release the Purchaser from and against any and all Damages arising from or based on: (i) any inaccuracy in any representation or warranty made by the Shareholder in Article 3 or Article 4 of this Agreement; (ii) any breach of any covenant of the Shareholder set forth in this Agreement; (iii) any liability arising from any Taxes it may be required to pay as a result of the failure of the Corporation to make the appropriate filings, registrations or payments in respect of Taxes (for greater certainty, including any Taxes relating or arising from the sale of the Shares, Software, and Intellectual Property to the Purchaser); or (iv) any Claims made by or on behalf of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in respect of his rights and entitlements set out in the ▇▇▇▇▇▇ Employment Agreement, including without limitation any payment(s) which may become due pursuant to paragraph 7(a) thereof or any other form of severance payments. (2) The following limitations will apply with regard to the Damages for which the Shareholder would otherwise have indemnification obligations under this Agreement: (a) The indemnities of the Shareholder set forth in this Agreement shall not apply until the aggregate of all Damages suffered by the Purchaser, both hereunder and pursuant to the IP Purchase Agreement, total more than $20,000, in the aggregate, in which event the indemnities of the Shareholder under this Agreement shall apply to all Damages and not only those Damages which in the aggregate are in excess of $20,000. For greater certainty, the parties hereby agree that the $20,000 threshold does not apply to the calculation of the Tangible Net Assets. (b) With respect to the indemnification by the Shareholder under this Section 7.01, including a Claim under the IP Purchase Agreement, the maximum aggregate liability of the Shareholder shall not exceed the aggregate amount of the Share Purchase Price and the Purchase Price under the IP Purchase Agreement. (c) Any Claim made against the Shareholder hereunder or pursuant to the IP Purchase Agreement, to which the Purchaser hereunder or under the IP Purchase Agreement is entitled to indemnity from the Shareholder, shall first be satisfied from any amounts of Share Purchase Price which are at that time due and payableto the Shareholder pursuant to the terms of this Agreement. (d) For the avoidance of doubt, the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement, and the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement. (3) Notwithstanding the foregoing, the limitations in this Section 7.01(2) do not apply to Section 7.01(1)(iv), or where there has been fraud or wilful misrepresentation by the Shareholder. (4) The Purchaser may only bring an indemnity claim under Section 7.01(1) if the Purchaser brings such claim prior to the expiry of the relevant survival period in Section 6.01(1) related to such Claim.

Indemnification by the Shareholder. On the condition that the Closing is effected, the Shareholder shall indemnify and hold harmless the Purchaser and its Affiliates (1including the Company), and each of their respective directors, officers, employees, agents, representatives, stockholders and controlling parties and all of their successors and assigns (each a "Purchaser Indemnified Person") Subject from and defend each of them from and against and will pay each Purchaser Indemnified Person for any and all demands, claims, actions, liabilities, losses, damages (including, without limitation, special, consequential and punitive damages), costs, penalties and expenses (including, without limitation, interest, costs of investigation and defense and the reasonable fees and expenses of attorneys and other professionals and experts), whether or not involving a Third Party Claim (after taking into account any insurance recovery from any of the Purchaser's insurance policies that insures against the foregoing, but without regard to Sections 6.01(1any Tax benefit that may be obtained as a result thereof) and 7.01(2):(collectively, "Losses") asserted against, imposed upon or incurred by any such Purchaser Indemnified Person, directly or indirectly, resulting from or arising out of or in connection with or relating to any of the following: (a) The Shareholder shall indemnify, save and hold harmless, discharge and release the Purchaser from and against any and all Damages arising from or based on: (i) any inaccuracy in or breach of any representation or warranty made by of the Company or the Shareholder in Article 3 or Article 4 of this Agreementcontained herein; (iib) any breach of any agreement, covenant or obligation of the Company or the Shareholder set forth in this Agreementcontained herein; (iiic) any liability arising and all claims, actions, suits or any administrative, arbitration, governmental or other proceedings or investigations against any Purchaser Indemnified Person or in which any Purchaser Indemnified Person becomes involved that relate to the Company, the Shareholder or the Business in which the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any Taxes it may be required action or inaction prior to pay as a result the Closing Date of the failure Company or any director, officer, employee, agent, representative or subcontractor of the Corporation Company or the Shareholder or a state of facts prior to make the appropriate filings, registrations or payments in respect of Taxes (for greater certainty, including any Taxes relating or arising from the sale of the Shares, SoftwareClosing Date, and Intellectual Property to which is not expressly disclosed in this Agreement or in the PurchaserSchedules hereto, except that the Shareholder shall indemnify and hold harmless the Purchaser Indemnified Persons for the claims described on Schedule 4.5(a) hereto ("Litigation"); or. (ivd) any Claims made claim, action, suit or other proceeding asserting that any sales tax is payable in connection with the transactions contemplated hereby; and (e) any claim, action, suit or other proceeding initiated by or on behalf of Stephen H. Rosen ("Rosen") and/or Elizabeth Davies ("Davies") relatin▇ ▇▇, ▇▇ ▇▇▇▇▇▇▇ ou▇ ▇▇, the prior ▇▇▇▇▇▇▇▇▇▇ ▇. ▇ ▇▇▇▇▇▇ in respect of his rights and entitlements set out heir respective equity interests in the ▇▇▇▇▇▇ Employment Agreement, including without limitation any payment(s) which may become due pursuant to paragraph 7(a) thereof or any other form of severance payments. (2) The following limitations will apply with regard Company to the Damages for which the Shareholder would otherwise have Shareholder. The foregoing indemnification obligations under this Agreement: (a) The indemnities of the Shareholder set forth rights are in this Agreement shall not apply until the aggregate of all Damages suffered by the Purchaseraddition to, both hereunder and pursuant to the IP Purchase Agreement, total more than $20,000, in the aggregate, in which event the indemnities of the Shareholder under this Agreement shall apply to all Damages and not only those Damages which in the aggregate are in excess of $20,000. For greater certaintylieu of, the parties hereby agree that the $20,000 threshold does not apply to the calculation of the Tangible Net Assets. (b) With respect to the any indemnification by the Shareholder under this Section 7.01, including a Claim under the IP Purchase Agreement, the maximum aggregate liability of the Shareholder shall not exceed the aggregate amount of the Share Purchase Price and the Purchase Price under the IP Purchase Agreement. (c) Any Claim made against the Shareholder hereunder or pursuant to the IP Purchase Agreement, rights to which the Purchaser hereunder or under the IP Purchase Agreement is may be entitled to indemnity from the Shareholder, shall first be satisfied from any amounts of Share Purchase Price which are at that time due and payableto the Shareholder pursuant to the terms of this Agreement. (d) For the avoidance of doubt, the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement, and the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement. (3) Notwithstanding the foregoing, the limitations in this Section 7.01(2) do not apply to Section 7.01(1)(iv), or where there has been fraud or wilful misrepresentation by the Shareholder. (4) The Purchaser may only bring an indemnity claim under Section 7.01(1) if the Purchaser brings such claim prior to the expiry of the relevant survival period in Section 6.01(1) related to such Claim10.2A below.

Indemnification by the Shareholder. (1) Subject to Sections 6.01(1) and 7.01(2): (a) The Shareholder (for purposes of this Section 9.3, "Indemnitor"), shall indemnify, save indemnify and hold harmlessAHC, discharge AHC Sub and release their respective officers, directors, shareholders, agents and employees (each of the Purchaser foregoing for purposes of this Section 9.3, an "Indemnified Person"), harmless from and against any and all Damages (i) arising from or based on: by reason of or resulting from any breach by Indemnitor of any representation, warranty, agreement or covenant contained in this Agreement (iincluding the Schedules and Exhibits hereto) any inaccuracy in any representation and each document, certificate or warranty made other instrument furnished or to be furnished by the Shareholder in Article 3 or Article 4 of this Agreement; Indemnitor hereunder, (ii) any breach of any covenant of the Shareholder set forth in this Agreement; (iii) any liability arising from any Taxes it may be required to pay as a result of the failure of the Corporation to make the appropriate filingsclaims whatsoever by Shareholder's father, registrations or payments in respect of Taxes (for greater certainty, including any Taxes relating or arising from the sale of the Shares, Software, and Intellectual Property to the Purchaser); or (iv) any Claims made by or on behalf of ▇▇▇▇▇Robe▇▇ ▇. ▇▇▇▇▇, ▇▇ any other person asserting that it owns an equity interest, or has a contingent arrangement with respect to acquiring an equity interest, the Company, including, without limitation, any claims under or in respect any way arising out of his rights that certain Stock Purchase Agreement dated August 29, 1995, by and entitlements set out in the between Robe▇▇ ▇. ▇▇▇▇▇ Employment Agreement▇▇▇ Shareholder, including without limitation (iii) any payment(sliabilities, contingent or otherwise (known or unknown and asserted or unasserted) which may become due pursuant to paragraph 7(a) thereof arising out of transactions effected or any other form of severance payments. (2) The following limitations will apply with regard events occurring on or prior to the Damages for which the Shareholder would otherwise have indemnification obligations under this Agreement: (a) The indemnities of the Shareholder Closing Date, except as set forth in the Balance Sheet or incurred in the ordinary course of business since the Balance Sheet Date and except if disclosed on a Schedule hereto (unless set forth on Schedule 9.3); and (iv) the matters described on Schedule 9.3; provided, however that except for a claim relating to (ii) above or tax or environmental matters, no claim shall be made for Damages under this Agreement shall not apply until Section 9.3 until, and such claims may be made only to the aggregate extent that, the dollar amount of all such Damages suffered by the Purchaser, both hereunder and pursuant to the IP Purchase Agreement, total more than $20,000, in the aggregate, in which event the indemnities of the Shareholder under this Agreement shall apply to all Damages and not only those Damages which exceed in the aggregate are in excess of $20,000. For greater certainty50,000; and provided further, the parties hereby agree that the $20,000 threshold does not apply to the calculation of the Tangible Net Assets. (b) With respect to the however, indemnification by the Shareholder for Damages under this Section 7.01, including a Claim under the IP Purchase Agreement, the maximum aggregate liability of the Shareholder 9.3 shall not exceed the aggregate amount of the Share Purchase Price and Merger Consideration. In connection with Indemnitor's obligation to indemnify for expenses, any Indemnified Person shall be entitled to offset the Purchase Price under the IP Purchase Agreement. (c) Any Claim made amount of any Damages against the Shareholder hereunder or pursuant unpaid balance of the Note, upon written notice to Indemnitor of the IP Purchase Agreement, to which the Purchaser hereunder or under the IP Purchase Agreement is entitled to indemnity from the Shareholder, shall first be satisfied from any amounts amount and cause of Share Purchase Price which are at that time due and payableto the Shareholder pursuant to the terms of this Agreement. (d) For the avoidance of doubt, the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreementsuch Damages, and the prosecution unpaid principal amount of a Claim by Purchaser under this Agreement the Note shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement. (3) Notwithstanding the foregoing, the limitations in this Section 7.01(2) do not apply to Section 7.01(1)(iv), or where there has been fraud or wilful misrepresentation be reduced by the Shareholder. (4) The Purchaser may only bring an indemnity claim under Section 7.01(1) amount of such Damages, provided, that such Indemnified Person agrees in writing to refund all such offset expenses if the Purchaser brings such claim prior and to the expiry extent that it is finally judicially determined that such Indemnified Person is not entitled to indemnification hereunder. In the event that the balance of the relevant survival period Note at such time is insufficient to cover the full amount of such Damages, Indemnitor shall reimburse each Indemnified Person for any remaining unoffset Damages as they may be incurred by such Indemnified Person, provided, that such Indemnified Person agrees in Section 6.01(1) related writing to refund all such Claimreimbursed expenses if and to the extent that it is finally judicially determined that such Indemnified Person is not entitled to indemnification hereunder.

Indemnification by the Shareholder. (1) Subject to Sections 6.01(1) and 7.01(2): (a) The Shareholder shall hereby agrees to jointly and severally indemnify, save defend and hold harmlessharmless the Company and its respective officers, discharge directors, employees and release agents (collectively, the Purchaser "Indemnitee") from and against and in respect of any and all Damages Losses (as defined below) to the extent resulting from, arising from out of, relating to, imposed upon or based on: incurred by the Indemnitee by reason of: (i) the conduct of business by the Corporation prior to the Closing Date (but only to the extent that the amount of such Loss was not a stated liability on the Corporation's most recently dated balance sheet delivered to the Company); and (ii) any inaccuracy in any representation or warranty made by the Shareholder in Article 3 or Article 4 of this Agreement; (ii) any breach of any covenant of the Shareholder set forth Shareholder's representations, warranties, covenants or agreements contained in this Agreement; (iii) , the Related Agreements or in any liability arising from other agreement or document entered into or delivered on or after the date hereof in connection with this Agreement or any Taxes it may be required to pay as a result of the failure of the Corporation to make the appropriate filingstransactions contemplated hereby and/or thereby. Provided, registrations or payments in respect of Taxes (for greater certaintyhowever, including any Taxes relating or arising from the sale of the Shares, Software, and Intellectual Property to the Purchaser); or (iv) any Claims made by or on behalf of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in respect of his rights and entitlements set out in the ▇▇▇▇▇▇ Employment Agreement, including without limitation any payment(s) which may become due pursuant to paragraph 7(a) thereof or any other form of severance payments. (2) The following limitations will apply with regard to the Damages for which the Shareholder would otherwise have indemnification obligations under this Agreement: (a) The indemnities of the Shareholder set forth in this Agreement shall not apply until the aggregate of all Damages suffered by the Purchaser, both hereunder and pursuant to the IP Purchase Agreement, total more than $20,000, in the aggregate, in which event the indemnities of the Shareholder under this Agreement shall apply to all Damages and not only those Damages which in the aggregate are in excess of $20,000. For greater certainty, the parties hereby agree that the $20,000 threshold does not apply to the calculation of the Tangible Net Assets. (b) With respect to the indemnification by the Shareholder under this Section 7.019.1.(a) shall include direct damages only (and not indirect or consequential damages) and shall be limited to an amount equal to, including a Claim under the IP Purchase Agreementbut not exceeding, the maximum aggregate liability Purchase Price, and shall be limited to an amount equal to, but not exceeding, in the aggregate, the value of the Shareholder shall not exceed the aggregate amount of the Share Purchase Price and the Purchase Price under the IP Purchase consideration received pursuant to this Agreement. (c) Any Claim made against . In satisfying any indemnification obligation hereunder, the Shareholder hereunder or pursuant may use the Company Stock, and such stock shall be deemed to have a value equal to the IP Purchase Agreement, to which greater of (x) the Purchaser hereunder or under prevailing trading prices of such stock for the IP Purchase Agreement is entitled to indemnity from the Shareholder, shall first be satisfied from any amounts of Share Purchase Price which are at that time due and payableto the Shareholder pursuant to the terms of this Agreement. five (d5) For the avoidance of doubt, the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement, and the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement. (3) Notwithstanding the foregoing, the limitations in this Section 7.01(2) do not apply to Section 7.01(1)(iv), or where there has been fraud or wilful misrepresentation by the Shareholder. (4) The Purchaser may only bring an indemnity claim under Section 7.01(1) if the Purchaser brings such claim prior to the expiry of the relevant survival period in Section 6.01(1) related to such Claim.trading days

Indemnification by the Shareholder. (1) Subject to Sections 6.01(1) and 7.01(2): (a) The Shareholder shall indemnifyagrees to indemnify STAR, save and each of STAR's respective officers, directors, employees, agents and representatives (collectively, the "STAR Indemnitees"), against, and hold harmless, discharge and release the Purchaser such STAR Indemnitees harmless from and against any and all Damages Losses of STAR arising from or based on: (i) any inaccuracy in any representation or warranty made by out of the Shareholder in Article 3 or Article 4 of this Agreement; (ii) any breach of any representation, warranty, covenant or agreement of the Shareholder set forth in this Agreement; herein or (iiito the extent that such breach occurs prior to the Closing) any liability arising from any Taxes it may be required to pay as a result of the failure of Company herein. Notwithstanding the Corporation to make foregoing, the appropriate filings, registrations or payments in respect of Taxes (for greater certainty, including any Taxes relating or arising from the sale of the Shares, Software, and Intellectual Property Shareholder shall not be liable to the Purchaser); or (iv) any Claims made by or on behalf of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in respect of his rights and entitlements set out in the ▇▇▇▇▇▇ Employment Agreement, including without limitation any payment(s) which may become due pursuant to paragraph 7(a) thereof or any other form of severance payments. (2) The following limitations will apply with regard to the Damages for which the Shareholder would otherwise have indemnification obligations STAR Indemnitees under this Agreement: (aSection 6.5(a) The indemnities of the Shareholder set forth in this Agreement shall not apply until the aggregate of all Damages suffered by such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the Purchaser, both hereunder and pursuant to the IP Purchase Agreement, total more than $20,000, in the aggregate"Shareholder's Threshold Amount"), in which event case the indemnities Shareholder shall be required to indemnify the STAR Indemnitees for the full amount of such Losses, including the Shareholder's Threshold Amount, provided that the Shareholder's Threshold Amount shall not apply with respect to any Loss resulting from a breach of the Shareholder representations and warranties contained in Section 5.2. Notwithstanding the foregoing, no claim for indemnification under this Agreement shall apply to all Damages and not only those Damages which in Section 6.5(a) may be made after the aggregate are in excess of $20,000. For greater certainty, the parties hereby agree that the $20,000 threshold does not apply to the calculation of the Tangible Net AssetsEscrow Period. (b) With respect Each of the STAR Indemnitees agrees to the indemnification by give the Shareholder under this Section 7.01prompt written notice of any claim, including assertion, event or proceeding by or in respect of a Claim under the IP Purchase Agreement, the maximum aggregate liability third party of the Shareholder shall not exceed the aggregate amount of the Share Purchase Price and the Purchase Price under the IP Purchase Agreement. (c) Any Claim made against the Shareholder hereunder or pursuant to the IP Purchase Agreement, which it has knowledge concerning any Loss as to which the Purchaser hereunder or under the IP Purchase Agreement is entitled to indemnity from the Shareholder, shall first be satisfied from any amounts of Share Purchase Price which are at that time due and payableto the Shareholder pursuant to the terms of this Agreement. (d) For the avoidance of doubt, the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement, and the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement. (3) Notwithstanding the foregoing, the limitations in this Section 7.01(2) do not apply to Section 7.01(1)(iv), or where there has been fraud or wilful misrepresentation by the Shareholder. (4) The Purchaser it may only bring an indemnity claim under Section 7.01(1) if the Purchaser brings such claim prior to the expiry of the relevant survival period in Section 6.01(1) related to such Claim.request indemnification

Indemnification by the Shareholder. (1a) Subject to Sections 6.01(1the limitations set forth in Section 8.2(b) below, from and 7.01(2): (a) The after the Closing Date, the Shareholder shall indemnifyagrees to indemnify fully, save and hold harmless, discharge protect and release defend the Purchaser and their Affiliates (including, after the Closing, the Company), and their respective directors, officers, agents, partners and employees, successors and assigns (“Indemnified Persons”) from and against any and all Damages losses, costs, claims (including, without limitation, third party claims), damages, obligations, judgments, settlements, awards, demands, offsets, actions, suits, proceedings, payments, assessments, Taxes, interests, penalties, expenses, including, without limitation, reasonable out-of-pocket costs and attorneys’ and other professional fees, if any (collectively, “Losses” which term shall include interest accruing on the amount of any Loss from the date Purchaser submits a claim for indemnification hereunder at the prime rate of Citibank, N.A.) actually incurred by any of them arising from out of, or based onrelating to: (i) any inaccuracy in in, or breach of, any representation of the representations or warranty made by warranties of the Shareholder or the Company contained in Article 3 or Article 4 of this Agreement; (ii) any failure to perform, or other breach of, any of any covenant the covenants or agreements of the Shareholder set forth and the Company contained in this Agreement; (iii) any liability arising from any Taxes it may be required to pay as a result Liabilities of the failure Company arising out of, or relating to, the ownership or operation of any facility or assets, the Corporation to make conduct of any business, or any acts or omissions, by the appropriate filings, registrations or payments in respect of Taxes (for greater certainty, including any Taxes relating or arising from the sale of the Shares, Software, and Intellectual Property Company prior to the Purchaser); orClosing; (iv) any Claims Liabilities of the Company directly related to the Reorganization; and (v) any Tax imposed on the Company or a member of the Company Group, if any, for a Pre Closing Period (including the portion of any Tax imposed for a Straddle Period that is allocable to the portion of such period ending at the close of the Closing Date (the “Pre Closing Portion”)). In determining the Taxes for a Straddle Period allocable to the Pre Closing Portion, except as provided in the next sentence, the allocation shall be made on the basis of an interim closing of the books as of the end of the Closing Date. In the case of (i) franchise Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding, (ii) ad valorem Taxes and (iii) any Tax other than Taxes based on or related to income, the portion of such Taxes for a Straddle Period allocable to the Pre Closing Portion shall be the amount of such Taxes for the Straddle Period (computed in accordance with past practice), multiplied by a fraction, the numerator of which is the number of such days in such taxable period ending on and including the Closing Date and the denominator of which is the aggregate number of days in such taxable period; provided, however, that if any property, asset or other right of Target Company is sold or otherwise transferred prior to the Closing, then ad valorem Taxes pertaining to such property, asset or other right shall be attributed entirely to the Pre Closing Portion. (b) Notwithstanding anything to the contrary contained herein, none of the Indemnified Persons shall be entitled to be indemnified hereunder (i) in respect of any Liabilities of SMF that are also Liabilities of the Company solely by reason of the Company’s status as a shareholder of SMF, (ii) in respect of any Liability for any Tax resulting (x) from the Merger or the purchase of the Shares (other than a Tax imposed on the Company as a result of a failure to comply with Section 897 or 1445 of the Code) or (y) from any transaction occurring after the Effective Time, (iii) in respect of any obligations of the Company under the Expatriate Compensation Agreement, dated August 4, 2003 between the Company, SMF and Etienne Snollaerts or (iv) any amounts reimbursed by the Shareholder pursuant to Section 8.2(f) hereof. (c) The right of the Indemnified Persons to be indemnified hereunder shall not be limited or affected by any investigation conducted or notice or knowledge obtained by or on behalf of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in respect of his rights and entitlements set out in the ▇▇▇▇▇▇ Employment Agreement, including without limitation any payment(s) which may become due pursuant to paragraph 7(a) thereof or any other form of severance paymentssuch Persons. (2d) The following limitations will apply with regard to Following the Damages for which Closing, the Shareholder would otherwise have indemnification obligations under indemnity provided in this Agreement: (a) The indemnities Section 8.2 shall be the sole and exclusive remedy of the Shareholder set forth in Indemnified Persons with respect to any and all claims for Losses incurred by any of them arising out of, or relating to this Agreement shall not apply until the aggregate of all Damages suffered by the Purchaser, both hereunder and pursuant to the IP Purchase Agreement, total more than $20,000, in the aggregate, in which event the indemnities of the Shareholder under this Agreement shall apply to all Damages and not only those Damages which in the aggregate are in excess of $20,000. For greater certainty, the parties hereby agree that the $20,000 threshold does not apply to the calculation of the Tangible Net Assets. (b) With respect to the indemnification by the Shareholder under this Section 7.01, including a Claim under the IP Purchase Agreement, the maximum aggregate liability of the Shareholder shall not exceed the aggregate amount of the Share Purchase Price and the Purchase Price under the IP Purchase Agreement. (c) Any Claim made against the Shareholder hereunder transactions contemplated hereby, except for Losses arising from fraud or pursuant to the IP Purchase Agreement, to which the Purchaser hereunder or under the IP Purchase Agreement is entitled to indemnity from the Shareholder, shall first be satisfied from any amounts of Share Purchase Price which are at that time due and payableto the Shareholder pursuant to the terms willful breach of this Agreement. (de) For At the avoidance of doubtClosing, the prosecution Shareholder shall cause to be issued a letter of credit (the “Letter of Credit”) in favor of the Purchaser in customary form reasonably satisfactory to the Purchaser of a Claim by Purchaser U.S. domestic bank or a branch of an international commercial bank reasonably satisfactory to the Purchaser, in a stated amount equal to five million dollars ($5,000,000) and with a term of 5 years from the Closing Date as security for the obligations of the Shareholder under this Agreement Section 8.2. The terms of the Letter of Credit shall preclude permit the Purchaser to draw on such Letter of Credit only after obtaining a valid judgment that Purchaser is entitled to a payment from pursuing a Claim with the same basis under the IP Purchase AgreementShareholder pursuant to this Section 8.2, but said terms shall not require that such judgment shall have become final and the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreementnon-appealable. (3f) Notwithstanding From time to time after the foregoingClosing Date, the limitations Shareholder shall promptly following receipt of a request from the Purchaser, reimburse the Purchaser (or its Affiliates) for amounts actually paid by the Purchaser (or its Affiliates) in this Section 7.01(2respect of rent due under the lease agreement set forth on Schedule 8.2(f) do not apply hereof (the “Lease Agreement”) less any income relating to Section 7.01(1)(ivthe premises governed by the Lease Agreement, including any sublease income, received by the Purchaser (or its Affiliates), or where there has been fraud or wilful misrepresentation by during the Shareholderperiods in respect of which such reimbursement is sought. (4) The Purchaser may only bring an indemnity claim under Section 7.01(1) if the Purchaser brings such claim prior to the expiry of the relevant survival period in Section 6.01(1) related to such Claim.

Indemnification by the Shareholder. (1) Subject to Sections 6.01(1) and 7.01(2): (a) The ---------------------------------- Shareholder shall indemnify, save indemnify and hold harmless, discharge and release harmless the Purchaser and the Company and each of their officers, directors, employees, shareholders and affiliates (collectively, the "Purchaser Indemnified Parties") from and against any and all Damages losses, claims, assessments, demands, damages, liabilities, obligations, costs and/or expenses whatsoever (hereinafter referred to collectively as the "Purchaser's Damages"), including, without limitation, Purchaser's Counsel Expenses (as hereinafter defined), sustained or incurred by any of the Purchaser Indemnified Parties as a result of or arising from or based on: (i) the breach of any of the obligations, covenants or provisions of, or the inaccuracy in of any representation of the representations or warranty warranties made by by, the Company or the Shareholder in Article 3 or Article 4 of this Agreement; herein, (ii) any breach of claim asserted against any covenant of the Shareholder set forth in this Agreement; Purchaser Indemnified Parties with respect to the Computer Software and (iii) any liability arising from claim asserted against any Taxes it may be required to pay as a result of the failure Purchaser Indemnified Parties arising out of the Corporation to make Employment Agreement dated as of April 27, 1997 between the appropriate filings, registrations or payments in respect of Taxes (for greater certainty, including any Taxes relating or arising from the sale of the Shares, Software, Company and Intellectual Property to the Purchaser); or (iv) any Claims made by or on behalf of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in respect of his rights and entitlements set out in the ▇▇▇▇▇▇ Employment Agreement. For purposes hereof "Purchaser's Counsel Expenses" shall mean reasonable fees and disbursements of counsel howsoever sustained or incurred by any of the Purchaser Indemnified Parties, including including, without limitation limitation, in any payment(s) which may become due pursuant to paragraph 7(a) thereof action or proceeding between any other form of severance payments. (2) The following limitations will apply with regard the Purchaser Indemnified Parties and the Shareholder or in any action or proceeding between any of the Purchaser Indemnified Parties and any third party. In addition to the Damages for which the Shareholder would otherwise have indemnification obligations under this Agreement: (a) The indemnities right of the Shareholder Purchaser to indemnification hereunder, the Purchaser shall have the right from time to time to set forth in this Agreement shall not apply until off the aggregate amount of all Damages suffered by any of the Purchaser, both hereunder 's Damages against any payments of principal and/or interest due and pursuant payable to the IP Purchase Agreement, total more than $20,000, in the aggregate, in which event the indemnities of the Shareholder under this Agreement shall apply to all Damages and not only those Damages which in the aggregate are in excess of $20,000. For greater certaintyNote and/or the Earn-Out Payments; provided, the parties hereby agree however, that the $20,000 threshold does -------- ------- Purchaser agrees that it will not apply exercise its right to the calculation of the Tangible Net Assets. (b) With respect to the indemnification by the Shareholder set off under this Section 7.01, including a Claim under X(A) the IP Purchase Agreement, the maximum aggregate liability amount of any of the Shareholder shall not exceed the aggregate amount Purchaser's Damages which it may sustain or incur by reason of a breach of the Share Purchase Price Shareholder's covenants contained in Section XI hereof. The Purchaser shall place into escrow any amounts it is seeking to set off with an escrow agent mutually agreeable to the Shareholder and the Purchase Price under Purchaser. Any amounts of cash set off by the IP Purchase Agreement. (c) Any Claim made against Purchaser which are later awarded to the Shareholder hereunder or pursuant to the IP Purchase Agreement, to which the Purchaser hereunder or under the IP Purchase Agreement is entitled to indemnity from the Shareholderin accordance with Section XIII(G) hereof, shall first be satisfied from any amounts accrue interest at a rate of Share Purchase Price which are at that time due and payableto the Shareholder pursuant to the terms of this Agreement. (d) For the avoidance of doubt, the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement, and the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement. (3) Notwithstanding the foregoing, the limitations in this Section 7.01(2) do not apply to Section 7.01(1)(iv), or where there has been fraud or wilful misrepresentation by the Shareholder. (4) The Purchaser may only bring an indemnity claim under Section 7.01(1) if the Purchaser brings such claim prior to the expiry of the relevant survival period in Section 6.01(1) related to such Claim.six and

Indemnification by the Shareholder. (1) Subject to Sections 6.01(1) and 7.01(2): (a) The Shareholder shall indemnify, save indemnify and hold harmless, discharge and release harmless each of the Purchaser Indemnified Parties from and against any and all Damages arising from which are sustained or based on: incurred by any of the Purchaser Indemnified Parties in connection with or by reason of (i) the breach by the Company or the Shareholder of any of their respective covenants, agreements or obligations hereunder, or under any of the other certificates, agreements or other documents delivered by any such person in connection herewith, (ii) the breach or inaccuracy in of any representation of the representations or warranty warranties made by the Shareholder in Article 3 Company or Article 4 of this Agreement; (ii) any breach of any covenant of the Shareholder set forth herein (including in this Agreement; any Exhibit or Schedule hereto), or in any certificate, agreement or other document delivered pursuant hereto by the Company or the Shareholder, (iii) the imposition of any liability arising from Tax on account of any Taxes it may be required to pay as a result "excess benefit transaction" within the meaning of ss.4958(c) of the failure Code, payable by the Company, any Purchaser Indemnified Party or any "disqualified person" within the meaning of ss.4958(f)(1) of the Corporation to make the appropriate filings, registrations Code or payments in respect of Taxes (for greater certainty, including any Taxes relating or arising from the sale of the Shares, Software, and Intellectual Property to the Purchaser); or (iv) any Claims made the failure by or on behalf of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in respect of his rights RGIF to make and entitlements set out in the ▇▇▇▇▇▇ Employment Agreement, including without limitation any payment(s) which may become due file a valid and timely election pursuant to paragraph 7(a) thereof Section 1362 of the Code to be treated as an S corporation, as such term is defined in Section 1361 of the Code, for federal and any applicable state and local tax purposes, including, without limitation, any Damages relating to the imposition of any Tax imposed on RGIF for any taxable year or period ending on or before the Closing Date resulting therefrom. In addition and without limiting the Purchaser's rights to indemnification hereunder, the Purchaser shall have the right from time to time to set off the amount of any of the Purchaser's Damages against any of the Earn Out Payments (or any other form of severance paymentsportion thereof). (2) The following limitations will apply with regard to the Damages for which the Shareholder would otherwise have indemnification obligations under this Agreement: (a) The indemnities of the Shareholder set forth in this Agreement shall not apply until the aggregate of all Damages suffered by the Purchaser, both hereunder and pursuant to the IP Purchase Agreement, total more than $20,000, in the aggregate, in which event the indemnities of the Shareholder under this Agreement shall apply to all Damages and not only those Damages which in the aggregate are in excess of $20,000. For greater certainty, the parties hereby agree that the $20,000 threshold does not apply to the calculation of the Tangible Net Assets. (b) With respect to the indemnification by the Shareholder under this Section 7.01, including a Claim under the IP Purchase Agreement, the maximum aggregate liability of the Shareholder shall not exceed the aggregate amount of the Share Purchase Price and the Purchase Price under the IP Purchase Agreement. (c) Any Claim made against the Shareholder hereunder or pursuant to the IP Purchase Agreement, to which the Purchaser hereunder or under the IP Purchase Agreement is entitled to indemnity from the Shareholder, shall first be satisfied from any amounts of Share Purchase Price which are at that time due and payableto the Shareholder pursuant to the terms of this Agreement. (d) For the avoidance of doubt, the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement, and the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement. (3) Notwithstanding the foregoing, the limitations in this Section 7.01(2) do not apply to Section 7.01(1)(iv), or where there has been fraud or wilful misrepresentation by the Shareholder. (4) The Purchaser may only bring an indemnity claim under Section 7.01(1) if the Purchaser brings such claim prior to the expiry of the relevant survival period in Section 6.01(1) related to such Claim.

Indemnification by the Shareholder. (1) Subject After the Closing Date and subject to Sections 6.01(1) and 7.01(2): (a) The the limitations set forth herein, the Shareholder shall indemnify, save indemnify and hold harmlessharmless Buyer, discharge its directors, officers, employees and release their successors and assigns (the Purchaser “Buyer Indemnitees”), payable in accordance with Section 10.7 hereof, from and against any and all Damages arising from Losses suffered, sustained, incurred or based on: (i) paid by any inaccuracy Buyer Indemnitee in any representation or warranty made by the Shareholder in Article 3 or Article 4 of this Agreement; (ii) any breach of any covenant of the Shareholder set forth in this Agreement; (iii) any liability arising from any Taxes it may be required to pay connection with, relating to, as a result of the failure of the Corporation to make the appropriate filings, registrations or payments in respect of Taxes (for greater certainty, including any Taxes relating or arising from the sale (a) any breach or inaccuracy of any warranty or representation of the SharesCompany or the Shareholder, Software, and Intellectual Property to the Purchaser); or (ivb) any Claims made breach by the Shareholder or on behalf the Company of, or failure by the Shareholder or the Company to perform, any of his or its covenants or obligations contained in this Agreement, (c) the ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Agreement (whether for payments to be made in connection with the consummation of the transactions contemplated hereby, from termination thereof or otherwise, and notwithstanding any disclosure of such agreement in this Agreement or the Schedules or otherwise) to the extent such Losses were not included as liabilities in the calculation of Closing Working Capital, or (d) any unlicensed use of software by the Company prior to the Closing Date that is disclosed on Schedule 3.11(d) (for royalties, penalties or otherwise, and notwithstanding any disclosure of such use in this Agreement or the Schedules or otherwise); provided, however, that: (i) The Shareholder shall be required to indemnify and hold harmless under clause (a) of this Section 10.2 with respect to Losses only if the aggregate amount of such Losses exceeds an aggregate amount equal to Seventy-Five Thousand Dollars ($75,000) (the “Basket Amount”), and then only in respect of his rights such excess (except with respect to breaches of Sections 2.1, 3.1, 3.2, 3.4, 3.26 and entitlements set out in the ▇▇▇▇▇▇ Employment Agreement3.27, including without limitation any payment(s) which may become due pursuant to paragraph 7(a) thereof or any other form of severance payments. (2) The following limitations will apply with regard to the Damages for which the Shareholder would otherwise have indemnification obligations under this Agreement: (a) The indemnities of the Shareholder set forth in this Agreement no basket or cap shall not apply until apply; provided, that the aggregate of all Damages suffered by the Purchaser, both hereunder and pursuant amount required to the IP Purchase Agreement, total more than $20,000, in the aggregate, in which event the indemnities of the Shareholder under this Agreement shall apply to all Damages and not only those Damages which in the aggregate are in excess of $20,000. For greater certainty, the parties hereby agree that the $20,000 threshold does not apply to the calculation of the Tangible Net Assets. (b) With respect to the indemnification be paid by the Shareholder under clause (a) of this Section 7.01, including a Claim under the IP Purchase Agreement, the maximum aggregate liability of the Shareholder 10.2 shall not exceed the aggregate an amount of the Share Purchase Price and the Purchase Price under the IP Purchase Agreement. (c) Any Claim made against the Shareholder hereunder or pursuant equal to the IP Purchase Agreement, to which the Purchaser hereunder or under the IP Purchase Agreement is entitled to indemnity from the Shareholder, shall first be satisfied from any amounts lesser of Share Purchase Price which are at that time due and payableto the Shareholder pursuant to the terms of this Agreement. (dA) For the avoidance of doubt, the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement, and the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement. Five Million Dollars (3) Notwithstanding the foregoing, the limitations in this Section 7.01(2) do not apply to Section 7.01(1)(iv$5,000,000), or where there (B) one third of the cash actually paid by Buyer to the Shareholder (the “Indemnification Cap”) (except with respect to any breach of the representations contained in Section 2.1 (Authorization and Enforceability of the Shareholder) or Section 3.2 (Authorization and Enforceability of the Company) and, provided further, damages paid in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof, or in the event of any breach involving fraud, as to which no Indemnification Cap shall apply); and (ii) The determination of whether a breach of any representation or warranty by the Company or the Shareholder has occurred for the purposes of determining whether the Basket Amount has been fraud met or wilful misrepresentation by exceeded shall be made without regard to any qualification as to “materiality”, “Material Adverse Effect” or words of similar effect contained in such representations or warranties (except in the Shareholder. (4) The Purchaser may only bring an indemnity claim under Section 7.01(1) if the Purchaser brings such claim prior to the expiry case of the relevant survival period representation contained in the first sentence of Section 6.01(1) related to such Claim3.6).

Indemnification by the Shareholder. (1) Subject to Sections 6.01(1) and 7.01(2): (a) The Shareholder shall indemnifyhereby covenants and agrees with SAC that, save and hold harmless, discharge and release the Purchaser from and against any and all Damages arising from or based on: (i) any inaccuracy in any representation or warranty made by the Shareholder in Article 3 or Article 4 of this Agreement; (ii) any breach regardless of any covenant of the Shareholder set forth in this Agreement; (iii) investigation made at any liability arising from any Taxes it may be required to pay as a result of the failure of the Corporation to make the appropriate filings, registrations or payments in respect of Taxes (for greater certainty, including any Taxes relating or arising from the sale of the Shares, Software, and Intellectual Property to the Purchaser); or (iv) any Claims made time by or on behalf of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ SAC or any information SAC may have and, regardless of the Closing hereunder, provided that proper and timely notice is given in accordance with Sections 12.1 and 12.4, the Shareholder shall indemnify SAC and AJAX and their respective directors, officers, employees and Affiliates and each of their successors and assigns (individually, a " SAC Indemnified Party"), and hold them harmless from, against and in respect of his rights any and entitlements set out all direct, actual and non-consequential costs, losses, claims, liabilities, fines, penalties, damages and expenses (including interest which may be imposed in connection therewith, court costs and reasonable fees and disbursements of counsel; collectively "Losses") incurred by any of them resulting from any misrepresentation, breach of warranty or nonfulfillment of any agreement, covenant or obligation by the ▇▇▇▇▇▇ Employment Agreement, Shareholder made in this Agreement (including without limitation any payment(s) which may become due pursuant to paragraph 7(a) thereof Exhibit hereto and any certificate or any other form of severance payments. (2) The following limitations will apply with regard to the Damages for which the Shareholder would otherwise have indemnification obligations under this Agreement: (a) The indemnities of the Shareholder set forth instrument delivered in this Agreement shall not apply until the aggregate of all Damages suffered by the Purchaser, both hereunder and pursuant to the IP Purchase Agreement, total more than $20,000, in the aggregate, in which event the indemnities of the Shareholder under this Agreement shall apply to all Damages and not only those Damages which in the aggregate are in excess of $20,000. For greater certainty, the parties hereby agree that the $20,000 threshold does not apply to the calculation of the Tangible Net Assetsconnection herewith). (b) With respect There shall be no obligation on the part of Shareholder to indemnify or hold a SAC Indemnified Party harmless, except to the indemnification by extent the Shareholder under this Section 7.01, including a Claim under sum of all Losses (other than Losses relating to Taxes which are the IP Purchase Agreement, the maximum aggregate liability subject of the following paragraph) for which SAC Indemnified Parties seek to be indemnified exceeds $250,000 (the "General Basket"), in which event Shareholder shall not exceed the aggregate amount be responsible for all Losses in excess of the Share Purchase Price and the Purchase Price under the IP Purchase Agreement$250,000. (c) Any Claim made against There shall be no obligation on the part of Shareholder hereunder to indemnify or pursuant hold a SAC Indemnified party harmless with respect to Losses arising out of or related to Taxes ("Tax Losses") except to the IP Purchase Agreementextent that the Tax Losses exceed $50,000 (the "Tax Basket"), to in which the Purchaser hereunder or under the IP Purchase Agreement is entitled to indemnity from the Shareholder, event Shareholder shall first be satisfied from any amounts of Share Purchase Price which are at that time due and payableto the Shareholder pursuant responsible for all such Tax Losses without regard to the terms of this AgreementTax Basket. (d) For Neither the avoidance General Basket nor the Tax Basket shall be applicable with respect to a breach of doubtSections 5.1, 5.2, 5.3 or 5.7(a) and (b) and Shareholder's liability with respect to such sections shall be in effect without any "Basket." (e) In determining whether Shareholder has any obligation under the foregoing subparagraphs (a) through (d), and, if so, the prosecution of a Claim by Purchaser under this Agreement amount thereof, there shall preclude Purchaser be deducted from pursuing a Claim with the same basis under the IP Purchase Agreement, and the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement.any Loss or Tax Loss (3i) Notwithstanding the foregoingproceeds of any insurance in respect of the incident giving rise to such Loss or Tax Loss and (ii) the net cash effect of any tax benefit received by Ajax in respect of any Loss or Tax Loss, offset by the limitations in this Section 7.01(2) do not apply cash effect of any tax burden resulting from payments made by Shareholder pursuant to Section 7.01(1)(iv), or where there has been fraud or wilful misrepresentation by the Shareholder. (4) The Purchaser may only bring an indemnity claim under Section 7.01(1) if the Purchaser brings such claim prior to the expiry of the relevant survival period in Section 6.01(1) related to such Claim.12. 12.1.2

Indemnification by the Shareholder. The Shareholder hereby covenants and agrees to indemnify and hold the Purchaser, its officers, directors, employees, Affiliates, shareholders and agents, and each of their respective successors and assigns, harmless from, against and in respect of any and all losses, costs, expenses (1including without limitation, reasonable attorneys’ fees and disbursements of counsel), Liabilities, damages, fines, penalties, charges, assessments, judgments, settlements, claims, causes of action and other obligations of any nature whatsoever (excluding, however, Purchaser claims against the Shareholder for incidental, consequential or special damages, including punitive damages, other than those claims which arise from a third party claim against the Company) Subject to Sections 6.01(1(individually, a “Loss” and collectively “Losses”) and 7.01(2):that any of them may at any time, directly or indirectly, suffer, sustain, incur or become subject to, arising out of, based upon or resulting from or on account of each of the following: (a) The Shareholder shall indemnify, save and hold harmless, discharge and release the Purchaser from and against any and all Damages arising from breach or based on: (i) any inaccuracy in falsity of any representation or warranty made by the Shareholder in Article 3 this Agreement or Article 4 any Ancillary Document to be executed and delivered by the Shareholder pursuant hereto and thereto; provided, however, that the Shareholder shall not be required to provide such indemnification for the breach or falsity of any such representation or warranty (other than representations or warranties contained in Sections 3.2, 3.5, 3.9, 3.10, 3.25, 3.35 and 3.36, with respect to which the limitation set forth in this Agreement;Section 9.1(a) shall not apply) unless and until the Purchaser, its officers, directors, employees, Affiliates and other representatives shall have sustained cumulative Losses as a result of one or more such breaches or falsities of Four Hundred Thousand Dollars ($400,000) (the “Basket Amount”) the aggregate of Losses exceeds the Basket Amount, the Shareholder shall provide indemnification for all Losses sustained as a result of such breach(es) or falsity(ies) of the applicable representations and warranties in excess of the Basket Amount; or (iib) any the breach of any covenant of or agreement made by the Shareholder set forth in this Agreement; (iii) Agreement or any liability arising from any Taxes it may Ancillary Document to be required to pay as a result of executed and delivered by the failure of the Corporation to make the appropriate filings, registrations Shareholder or payments in respect of Taxes (for greater certainty, including any Taxes relating its representatives pursuant hereto or arising from the sale of the Shares, Software, and Intellectual Property to the Purchaser)thereto; or (ivc) any Claims incurrence by the Purchaser or the Company of an amount or amounts for Transactional Expenses of the Shareholder; or (d) any and all Losses that arise from, in connection with or incident to any claim, obligation, cost or expense under a guarantee made by or on behalf of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ the Company described in respect of his rights and entitlements set out in the ▇▇▇▇▇▇ Employment Agreement, including without limitation any payment(s) which may become due pursuant to paragraph 7(a) thereof or any other form of severance payments.Section 5.22; or (2e) The following limitations will apply with regard any and all Losses that arise from any failure to effect the transfer and assignment of assets to the Damages for which Company described in Section 5.25 prior to or after the Shareholder would otherwise have indemnification obligations under this Agreement:Closing; or (af) The indemnities of any and all Losses that arise from the Shareholder Onvoy, Inc. v. ALLETE, Inc. and Enventis Telecom, Inc. litigation (see covenant set forth in Section 11.21 of this Agreement. Notwithstanding the foregoing, any Loss or aggregate Losses to be indemnified by the Shareholder to the Purchaser under Section 9.1(a) of this Agreement shall not apply until the aggregate exceed Ten Million Dollars ($10 million). Any claim of all Damages suffered by the Purchaser, both hereunder and pursuant to the IP Purchase Agreement, total more than $20,000, in the aggregate, in which event the indemnities of the Shareholder under this Agreement shall apply to all Damages and not only those Damages which in the aggregate are in excess of $20,000. For greater certainty, the parties hereby agree that the $20,000 threshold does not apply to the calculation of the Tangible Net Assets. (b) With respect to the indemnification by the Shareholder under this Section 7.01Purchaser from, including a Claim under the IP Purchase Agreement, the maximum aggregate liability in connection with or incident to any Loss or Losses related to Taxes of the Shareholder shall not exceed the aggregate amount of the Share Purchase Price and the Purchase Price under the IP Purchase Agreement. (c) Any Claim made against the Shareholder hereunder or pursuant Company prior to the IP Purchase Agreement, to which the Purchaser hereunder or under the IP Purchase Agreement is entitled to indemnity from the Shareholder, Closing Date shall first be satisfied from any amounts of Share Purchase Price which are at that time due and payableto the Shareholder pursuant to the terms governed by Article 10 of this Agreement. (d) For the avoidance of doubt, the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement, and the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement. (3) Notwithstanding the foregoing, the limitations in this Section 7.01(2) do not apply to Section 7.01(1)(iv), or where there has been fraud or wilful misrepresentation by the Shareholder. (4) The Purchaser may only bring an indemnity claim under Section 7.01(1) if the Purchaser brings such claim prior to the expiry of the relevant survival period in Section 6.01(1) related to such Claim.

Indemnification by the Shareholder. (1) Subject to Sections 6.01(1) and 7.01(2): (a) The the other provisions of this Article XII, the Shareholder shall indemnify, save indemnify and hold harmlessTridex, discharge Buyer, their Affiliates and release their respective employees, representatives, officers, directors and agents (the Purchaser "Buyer Indemnitees") harmless from and against any and all Damages suffered by any Buyer Indemnitee arising from or based onout of: (ia) any inaccuracy in the breach of any representation or warranty made by any of the Shareholder Selling Parties in Article 3 this Agreement or Article 4 in any certificate delivered by any of this Agreementthe Selling Parties at the Closing; (iib) any the breach of any covenant by any of the Shareholder set forth Selling Parties in this Agreement; (iii) any liability arising from any Taxes it may be required to pay as a result of the failure of the Corporation to make the appropriate filings, registrations or payments in respect of Taxes (for greater certainty, including any Taxes relating or arising from the sale of the Shares, Software, and Intellectual Property to the Purchaser); or (ivc) after the Closing Date, the failure by any Claims made by or on behalf of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in respect the Selling Parties to perform any of his rights and entitlements set out in the ▇▇▇▇▇▇ Employment Agreement, including without limitation any payment(s) which may become due pursuant to paragraph 7(a) thereof or any other form of severance payments. (2) The following limitations will apply with regard to the Damages for which the Shareholder would otherwise have indemnification their respective obligations under this Agreement: ; provided, however, that no claim for indemnification under this Section 12.1 shall be made by the Buyer Indemnitees unless and until the Buyer Indemnitees have incurred Damages in excess of One Hundred Thousand (a$100,000) The indemnities (the "Buyer Threshold Amount"). Once the Buyer Indemnitees have incurred Damages in excess of the Shareholder set forth in this Agreement Threshold Amount, the Buyer Indemnitees shall not apply until the aggregate of be entitled to indemnification for all Damages suffered by the Purchaser, both hereunder and pursuant to Buyer Indemnitees. In no event shall the IP Purchase Agreement, total more than $20,000, in the aggregate, in which event the indemnities of the Shareholder under this Agreement shall apply to all Damages and not only those Damages which in the aggregate are in excess of $20,000. For greater certainty, the parties hereby agree that the $20,000 threshold does not apply to the calculation of the Tangible Net Assets. (b) With respect to the Shareholder's obligations for indemnification by the Shareholder under this Section 7.0112.1 exceed Five Million Dollars ($5,000,000) and in no event shall Shareholder's obligations for indemnification with respect to Section 6.27 exceed Seven Hundred Fifty Thousand Dollars ($750,000). Except for claims regarding a breach of Sections 6.3, including a Claim under the IP Purchase Agreement6.8 and 6.27, the maximum aggregate liability Buyer Indemnitees shall not be permitted to make claims after the first anniversary of the Shareholder shall not exceed the aggregate amount of the Share Purchase Price and the Purchase Price under the IP Purchase Agreement. (c) Any Claim made against the Shareholder hereunder or pursuant Closing Date, provided that any liability with respect to the IP Purchase Agreement, to which the Purchaser hereunder or under the IP Purchase Agreement is entitled to indemnity from the Shareholder, shall first be satisfied from any amounts of Share Purchase Price which are at that time due and payableto the Shareholder pursuant to the terms of this Agreement. (d) For the avoidance of doubt, the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement, and the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase Agreement. (3) Notwithstanding the foregoing, the limitations in this Section 7.01(2) do not apply to Section 7.01(1)(iv)claim, or where there has been fraud or wilful misrepresentation by the Shareholder. (4) The Purchaser may only bring an indemnity claim under Section 7.01(1) if the Purchaser brings such claim notice of proposed claim, that is made in writing prior to the expiry first anniversary of the relevant survival period Closing Date shall survive until finally determined and paid. The Buyer Indemnitees shall be permitted to make claims regarding a breach of Sections 6.3 until, but not later than, the second anniversary of the Closing Date, provided that any liability with respect to any such claim, or notice of proposed claim, that is made in writing prior to the second anniversary of the Closing Date shall survive until finally determined and paid. The Buyer Indemnitees shall be permitted to make claims regarding a breach of Section 6.01(1) related 6.8 or 6.27 until, but not later than, the third anniversary of the Closing Date, provided that any liability with respect to any such Claimclaim, or notice of proposed claim, that is made in writing prior to the third anniversary of the Closing Date shall survive until finally determined and paid.

Indemnification by the Shareholder. (1) Subject to Sections 6.01(1the provisions of this Article 10, the Shareholder shall indemnify and defend each member of the Buyer Group, any affiliated entity (including, without limitation, Cycam and ELX) and 7.01(2each of their respective officers, directors, employees, stockholders, agents, advisors or representatives (each, a "Buyer Indemnitee") against, and hold each Buyer Indemnitee harmless from, any loss, liability, obligation, deficiency, damage, Tax or expense including, without limitation, interest, penalties, reasonable attorneys' and consultants' fees and disbursements (collectively, "Damages"), that any Buyer Indemnitee may suffer or incur based upon, arising out of, relating to or in connection with any of the following (whether or not in connection with any third party claim): (a) The Shareholder shall indemnify, save and hold harmless, discharge and release the Purchaser from and against any and all Damages arising from or based on: (i) any inaccuracy in Any breach of any representation or warranty made by the Shareholder in Article 3 or Article 4 of this Agreement; (ii) any breach of any covenant of the Shareholder set forth Company contained in this Agreement; (iii) Agreement or in any liability arising from any Taxes it may be required to pay as a result of the failure of the Corporation to make the appropriate filings, registrations other Transaction Document or payments in respect of Taxes (for greater certaintyany claim by a third party, including made based upon facts alleged that would constitute any Taxes relating or arising from the sale of the Shares, Software, and Intellectual Property to the Purchaser); or (iv) any Claims made by or on behalf of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in respect of his rights and entitlements set out in the ▇▇▇▇▇▇ Employment Agreement, including without limitation any payment(s) which may become due pursuant to paragraph 7(a) thereof or any other form of severance payments. (2) The following limitations will apply with regard to the Damages for which the Shareholder would otherwise have indemnification obligations under this Agreement: (a) The indemnities of the Shareholder set forth in this Agreement shall not apply until the aggregate of all Damages suffered by the Purchaser, both hereunder and pursuant to the IP Purchase Agreement, total more than $20,000, in the aggregate, in which event the indemnities of the Shareholder under this Agreement shall apply to all Damages and not only those Damages which in the aggregate are in excess of $20,000. For greater certainty, the parties hereby agree that the $20,000 threshold does not apply to the calculation of the Tangible Net Assets.such breach; (b) With respect The Shareholder's or any Company's failure to the indemnification perform or to comply with any covenant required to be performed or complied with by the Shareholder under or any Company contained in this Section 7.01, including a Claim under the IP Purchase Agreement, the maximum aggregate liability of the Shareholder shall not exceed the aggregate amount of the Share Purchase Price and the Purchase Price under the IP Purchase Agreement.Agreement or in any other Transaction Document; (c) Any Claim made against the Shareholder hereunder or pursuant The sale to Sulzer of Inter-Op acetabular shells manufactured prior to the IP Purchase AgreementClosing, to which including without limitation, (i) the Purchaser hereunder or under the IP Purchase Agreement is entitled to indemnity from the Shareholderrecall by Sulzer of its acetabular shells for hip implants, shall first be satisfied from any amounts of Share Purchase Price which are at that time due and payableto the Shareholder pursuant to the terms of this Agreement.(ii) all claims, complaints and/or litigation brought in connection therewith; and (d) For Any Taxes for which any Company is liable with respect to any Pre-Closing Period (whether or not shown on any Tax Return) with respect to periods or portions thereof ending on or before the avoidance of doubtClosing Date, including Taxes accruable upon income earned through the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with Closing Date which have not been paid in full or accrued as current liabilities for Taxes on the same basis under the IP Purchase Agreement, and the prosecution of a Claim by Purchaser under this Agreement shall preclude Purchaser from pursuing a Claim with the same basis under the IP Purchase AgreementClosing Statement. (3) Notwithstanding the foregoing, the limitations in this Section 7.01(2) do not apply to Section 7.01(1)(iv), or where there has been fraud or wilful misrepresentation by the Shareholder. (4) The Purchaser may only bring an indemnity claim under Section 7.01(1) if the Purchaser brings such claim prior to the expiry of the relevant survival period in Section 6.01(1) related to such Claim.