Private Media Group (PRVT)

10.3 Breaches by Buyer.

(a) Subject to the terms and conditions contained in this Article 10, Buyer agrees to indemnify, defend and hold harmless Sellers from and against the entirety of any such Adverse Consequences that Sellers suffer through and after the date of the claim for indemnification (including any Adverse Consequences that Sellers suffer after the end of any applicable survival period) resulting from, arising out of or otherwise related to the following: (i) any breach or inaccuracy in any representations, warranties, covenants or agreements of Buyer or Sub contained in this Agreement (regardless of whether such breach involves a Third Party Claim), provided Sellers make a written claim for indemnification against Buyer in the event of a breach of Buyer’s or Sub’s representations and warranties contained in Article 4 or any of Buyer’s or Sub’s covenants or agreements contained herein in the manner set forth in Section 13.7 hereof within the applicable survival period (each, a “Buyer Indemnification Event” and, together with a Seller Indemnification Event, an “Indemnification Event”).

(b) Notwithstanding the foregoing, in the event of an inaccuracy in, or breach of, any of the representations and warranties contained in Sections 4.6 and 4.7, Buyer shall not have any obligation to indemnify the Sellers until the Sellers shall have suffered Adverse Consequences resulting from, arising out of or otherwise relating to all breaches of Sections 4.6 and 4.7 by Buyer in excess of the Indemnification Threshold, in which case Buyer shall be obligated to indemnify the Sellers only for such Adverse Consequences in excess of the Indemnification Threshold.

(c) Notwithstanding anything to the contrary in this Agreement, the aggregate liability (after taking into account the Indemnification Threshold, if applicable) of Buyer to Sellers under this Agreement shall in no event exceed an amount having a value

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equal to the amount of the Amalgamation Consideration paid or to be paid to the Sellers, with the Amalgamation Consideration Shares valued for this purpose at the Settlement Price (as adjusted for stock dividends, stock splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar events with respect to the Private Shares following Closing).