Common use of Agreements to Indemnify Clause in Contracts

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VI, from and after the Closing, ioneer Parent shall indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company and its Subsidiaries, from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilities, costs and expenses, including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever (subject to Section 6.8(b), collectively, “Damages”), suffered by, imposed upon or incurred by the Company, a subsidiary of the Company or any member of the Investor Group to the extent caused by, arising from or based upon any breach of a representation and warranty set forth in Article III or a breach of any covenant or agreement of ioneer Parent or the Company contained in this Agreement. Subject to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing. (b) Subject to the terms and conditions of this Article VI, from and after the Closing, Investor shall indemnify, defend and hold harmless the Company, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Company Group”) from and against all Damages suffered by, imposed upon or incurred by any member of the Company Group to the extent caused by, arising from or based upon any breach of any representation or warranty of Investor contained in Article IV or any breach of any covenant or agreement of Investor contained in this Agreement.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIVIII, from Seller covenants and after the Closing, ioneer Parent shall agrees to indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company Purchaser and its SubsidiariesAffiliates (including any officer, director, stockholder, partner, shareholder, member, employee, agent or Representative of any thereof) (a “Purchaser Affiliate”) from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilitiesliabilities, costs and expenses, including without limitation interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever legal counsel (subject to Section 6.8(b), collectively, “Damages”), suffered by, ) imposed upon or incurred by the CompanyPurchaser or any Purchaser Affiliate arising out of, a subsidiary in connection with or resulting from: (i) any inaccuracy in or breach of any representation or warranty of the Company Seller contained in or made pursuant to this Agreement or any member of Related Document to which the Investor Group to the extent caused by, arising from or based upon Seller is a party; (ii) any breach of a representation and warranty set forth in Article III or a breach nonfulfillment of any covenant or agreement of ioneer Parent the Seller contained in or made pursuant to this Agreement or any Related Document to which the Seller is a party; (iii) all Excluded Assets; (iv) all Excluded Liabilities; (v) any and all Claims based upon, resulting from or arising out of the ownership and operation of the Business or the Company contained in this Agreement. Subject Acquired Assets on or prior to the Closing Date, whether or not incurred prior to the Closing Date (other terms than with respect to the Assumed Liabilities); (vi) any and all Damages or other losses for or in respect of this Article VI, in the event that the Damages of the Investor Group are suffered Taxes actually incurred by, imposed upon upon, or incurred assessed against Purchaser as a result of or relating to any Tax liability of Seller or the Business for any period ending on or before the Closing Date; and (vii) any and all Claims made by (i) a member creditors of the Investor GroupSeller including, the amount of Damages to be indemnified by ioneer Parent shall be equal without limitation, relating to the full amount provisions of such Damages any bulk sales laws and any other similar laws (subject including state Tax laws) of any state or other jurisdiction that may be applicable to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closingtransactions contemplated hereby. (b) Subject to the terms and conditions of this Article VIVIII, from the Purchaser covenants and after the Closing, Investor shall agrees to indemnify, defend and hold harmless the CompanySeller and its Affiliates (including any successor or assigns, its equity holders and Affiliatesofficer, and their respective managersdirector, directorsstockholder, officerspartner, employees and agents (collectivelymember, the “Company Group”employee, agent or Representative thereof) from and against all Damages suffered by, imposed upon or incurred by any member such Indemnified Party arising out of the Company Group to the extent caused by, arising from or based upon in connection with or resulting from: (i) any breach of any representation or warranty of Investor contained in Article IV of, or any breach nonfulfillment of any covenant or agreement of, the Purchaser contained in or made pursuant to this Agreement or any Related Document to which the Purchaser is a party; (ii) any and all Assumed Liabilities; and (iii) any and all Claims based upon, resulting from or arising out of Investor the ownership or operation of the Business or the Acquired Assets after the Closing Date, provided that such Claims do not stem from or relate to any event that occurred prior to Closing. (c) The Indemnitor shall reimburse an Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article VIII; provided, however, that the Indemnitor shall have the right to contest any such Damages or its obligations to indemnify therefor in accordance with the terms of this Agreement. No party shall be liable for any inaccuracy or breach of any representation or warranty contained in this AgreementAgreement if the party seeking indemnification for such breach or inaccuracy had knowledge of such breach or inaccuracy prior to Closing. Prior to Closing, Purchaser shall notify Seller in writing of any such inaccuracy or breach by Seller of which Purchaser has actual knowledge.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VI12, from the Seller covenants and after the Closing, ioneer Parent shall agrees to indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company Buyer and its Subsidiariesaffiliates (including any successor or assign, officer, director, stockholder, partner, member, employee, agent or representative of any thereof) (a “Buyer Affiliate”) from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilitiesliabilities, costs and expenses, expenses (including without limitation interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever legal counsel) (subject to Section 6.8(b), collectively, “Damages”), suffered by, ) imposed upon or incurred by the Company, a subsidiary of the Company Buyer or any member of the Investor Group to the extent caused by, Buyer Affiliate (whether arising from third party claims or based upon otherwise) arising out of, in connection with or resulting from: (i) any breach of a any representation and or warranty set forth of the Seller or the Company contained in Article III 3 of this Agreement or in any Related Document to which the Seller or the Company is a breach party; (ii) any nonfulfillment of any covenant or agreement of ioneer Parent the Seller or the Company contained in this Agreement. Subject Agreement or in any Related Document to which the other terms of this Article VI, in Seller or the event that Company is a party; and (iii) the Damages nonpayment of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at ClosingSeller Retained Liabilities. (b) Subject to the terms and conditions of this Article VI12, from the Buyer covenants and after the Closing, Investor shall agrees to indemnify, defend and hold harmless the CompanySeller and its affiliates (including any successor or assign, its equity holders and Affiliatesofficer, and their respective managersdirector, directorsstockholder, officerspartner, employees and agents (collectivelymember, the “Company Group”employee, agent or representative thereof) from and against all Damages suffered by, imposed upon or incurred by any member such indemnified party arising out of the Company Group to the extent caused by, arising from or based upon in connection with or resulting from: (i) any breach of any representation or warranty of Investor the Buyer contained in Article IV this Agreement or in any breach Related Document to which the Buyer is a party; (ii) any nonfulfillment of any covenant or agreement of Investor of, the Buyer contained in this Agreement or in any Related Document to which the Buyer is a party; and (iii) the conduct of the business and the operations of the Company following the Closing Date (other than any Seller Retained Liabilities), including but not limited to the nonpayment of the Company Retained Liabilities. (c) Subject to Section 12.5(e), the Indemnitor must reimburse an Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article 12, provided, that the Indemnitor has the right, prior to making any payment, to contest in good faith any such Damages or its obligations to indemnify therefor in accordance with the terms of this Agreement.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIVIII, from each of the Seller and after the Closing, ioneer Parent shall Shareholder (jointly and severally) covenants and agrees to indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company Purchaser and its SubsidiariesAffiliates (including any officer, director, stockholder, partner, member, employee, agent or representative of any thereof) (a "Purchaser Affiliate") from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilitiesliabilities, costs and expenses, including without limitation interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever legal l counsel (subject to Section 6.8(b), collectively, “"Damages”), suffered by, ") imposed upon or incurred by the Company, a subsidiary of the Company Purchaser or any member of the Investor Group to the extent caused byPurchaser Affiliate arising out of, arising from in connection with or based upon resulting from: (i) any breach of a any representation and or warranty set forth in Article III of, or a breach nonfulfillment of any covenant or agreement of ioneer Parent of, the Seller or the Company Shareholder contained in or made pursuant to this Agreement. Subject Agreement or any Related Document to which the other terms of this Article VI, in Seller or the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) Shareholder is a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or party; (ii) any and all Excluded Liabilities; and (iii) any and all claims made by creditors of the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal Seller relating to the full amount provisions of such Damages (subject any "bulk sales" laws of any state or other jurisdiction that be applicable to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closingtransactions contemplated hereby. (b) Subject to the terms and conditions of this Article VIVIII, from each of the Purchaser and after the Closing, Investor shall HCC jointly and severally covenants and agrees to indemnify, defend and hold harmless the CompanySeller, its equity holders and Affiliates, the Shareholder and their respective managersAffiliates (including any successor or assigns, directorsofficer, officersdirector, employees and agents (collectivelystockholder, the “Company Group”partner, member, employee, agent or representative thereof) from and against all Damages suffered by, imposed upon or incurred by the Seller or any member Seller Affiliate arising out of the Company Group to the extent caused by, arising from or based upon in connection with or resulting from: (i) any breach of any representation or warranty of Investor contained in Article IV of, or any breach nonfulfillment of any covenant or agreement of Investor of, the Purchaser or HCC contained in or made pursuant to this Agreement or any Related Document to which the Purchaser or HCC is a party; and (ii) any and all Assumed Liabilities. (c) The Indemnitor shall reimburse an Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article VIII; provided, however, that the Indemnitor shall have the right to contest any such -------- ------- Damages or its obligations to indemnify therefor in accordance with the terms of this Agreement. (d) Any Claims of Purchaser shall be processed through the escrow provided for in Section 2.06 of this Agreement to the extent the same can be satisfied from the shares in the escrow account.

Agreements to Indemnify. (a) Subject to 11.2.1 Each Principal Shareholder shall, severally and not jointly, based on such holder's Pro Rata Share of the terms and conditions of this Article VIEscrow Fund, from and after the Closing, ioneer Parent shall indemnify, defend indemnify and hold harmless Investorharmless, its equity holders Parent and Affiliates, the Surviving Corporation and their respective managersofficers, directors, officersagents, employees representatives, stockholders, shareholders and agents employees, and each Person, if any, who controls or may control Parent or the Surviving Corporation within the meaning of the Securities Act or the Exchange Act (collectively, the “Investor Group”), but expressly excluding the Company each hereinafter referred to individually as a "PARENT INDEMNIFIED PERSON" and its Subsidiaries, collectively as "PARENT INDEMNIFIED PERSONS") from and against any and all Claims, actions or causes of action, assessmentsclaims, demands, suits, actions, causes of actions, losses, costs, damages, judgments, fines, settlements, Liabilities, costs liabilities and expenses, expenses including interest, penalties and reasonable attorneys’' fees, other professionals' and experts’ ' reasonable fees, and accounting fees and expenses of any nature whatsoever court or arbitration costs (subject hereinafter collectively referred to Section 6.8(b)as "DAMAGES") directly or indirectly incurred, collectively, “Damages”), suffered by, imposed upon paid or incurred by the Company, a subsidiary of the Company accrued in connection with or any member of the Investor Group to the extent caused by, arising resulting from or based upon any breach of a representation and warranty set forth in Article III or a breach of any covenant or agreement of ioneer Parent or the Company contained in this Agreement. Subject to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by arising out of: (i) a member any breach of, or default in, any of the Investor Grouprepresentations, the amount of Damages to be indemnified warranties or covenants given or made by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included Company in this Article VI) Agreement or in the Company Disclosure Letter or in any certificate delivered by or on behalf of Company or an officer of Company pursuant hereto; or (ii) any Excess Transaction Expenses. 11.2.2 Any claim of indemnity made by a Parent Indemnified Person under this Section 11.2 must be raised in a writing delivered to the Company or one of its subsidiaries Representative (as defined in Section 11.4) by no later than the Escrow Release Date and, for the avoidance of doubtif raised by such date, such Damages are indemnifiable hereunder), claim shall survive the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing. (b) Subject Escrow Release Date until final resolution thereof pursuant to the terms and conditions of this Article VIAgreement. 11.2.3 Parent and Sub shall, from jointly and after the Closingseverally, Investor shall indemnify, defend indemnify and hold harmless the Company, its equity holders and Affiliates, Company Shareholders and their respective managersofficers, directors, officersagents, employees representatives, stockholders, shareholders and agents employees, and each Person, if any, who controls or may control such Company Shareholder within the meaning of the Securities Act or the Exchange Act (collectively, each hereinafter referred to individually as a "COMPANY SHAREHOLDER INDEMNIFIED Person" and collectively as the “Company Group”"COMPANY SHAREHOLDER INDEMNIFIED PERSONS") from and against any and all Damages suffered bydirectly or indirectly incurred, imposed upon paid or incurred by accrued in connection with or resulting from or and arising out of any member breach of, or default in, any of the Company Group to the extent caused byrepresentations, arising from warranties or based upon any breach of any representation covenants given or warranty of Investor contained in Article IV made by Parent or any breach of any covenant or agreement of Investor contained Sub in this Agreement or in any Parent Ancillary Agreement or in any Sub Ancillary Agreement.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIVIII, from the Seller covenants and after the Closing, ioneer Parent shall agrees to indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company Purchaser and its SubsidiariesAffiliates (including any officer, director, stockholder, partner, member, employee, agent or representative of any thereof) (a "Purchaser Affiliate") from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilitiesliabilities, costs and expenses, including without limitation interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever legal counsel (subject to Section 6.8(b), collectively, “"Damages”), suffered by, ") imposed upon or incurred by the Company, a subsidiary of the Company Purchaser or any member of the Investor Group to the extent caused byPurchaser Affiliate arising out of, arising from in connection with or based upon resulting from: (i) any breach of a any representation and or warranty set forth in Article III of, or a breach nonfulfillment of any covenant or agreement of ioneer Parent or of, the Company Seller contained in or made pursuant to this Agreement. Subject Agreement or any Related Document to which the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) Seller is a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or party; (ii) any and all Excluded Liabilities; and (iii) any and all claims made by creditors of the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal Seller relating to the full amount provisions of such Damages (subject any "bulk sales" laws of any state or other jurisdiction that be applicable to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closingtransactions contemplated hereby. (b) Subject to the terms and conditions of this Article VIVIII, from Purchaser covenants and after the Closing, Investor shall agrees to indemnify, defend and hold harmless the CompanySeller and its Affiliates (including any successor or assigns, its equity holders and Affiliatesofficer, and their respective managersdirector, directorsstockholder, officerspartner, employees and agents (collectivelymember, the “Company Group”employee, agent or representative thereof) from and against all Damages suffered by, imposed upon or incurred by any member such indemnified party arising out of the Company Group to the extent caused by, arising from or based upon in connection with or resulting from: (i) any breach of any representation or warranty of Investor contained in Article IV of, or any breach nonfulfillment of any covenant or agreement of Investor of, Purchaser contained in or made pursuant to this Agreement or any Related Document to which Purchaser is a party; and (ii) any and all Assumed Liabilities. (c) The Indemnitor shall reimburse an Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article VIII, PROVIDED, HOWEVER, that the Indemnitor shall have the right to contest any such Damages or its obligations to indemnify therefor in accordance with the terms of this Agreement.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIVIII, from Seller covenants and after the Closing, ioneer Parent shall agrees to indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company Purchaser and its SubsidiariesAffiliates (including any officer, director, stockholder, partner, member, employee, agent or representative of any thereof) (a "Purchaser Affiliate") from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilitiesliabilities, costs and expenses, including without limitation interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever legal counsel (subject to Section 6.8(b), collectively, “"Damages”), suffered by, ") imposed upon or incurred by the Company, a subsidiary of the Company Purchaser or any member of the Investor Group to the extent caused byPurchaser Affiliate arising out of, arising in connection with or resulting from or based upon any breach of a any representation and or warranty set forth in Article III of, or a breach nonfulfillment of any covenant or agreement of ioneer Parent of, the Seller or the Company contained in or made pursuant to this Agreement. Subject to the other terms of this Article VIAgreement or any Schedule hereto, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages any certificate furnished or to be indemnified by ioneer Parent shall be equal furnished to the full amount of such Damages (subject to the limitations included in this Article VI) Purchaser hereunder or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closingthereunder. (b) Subject to the terms and conditions of this Article VIVIII, from Purchaser covenants and after the Closing, Investor shall agrees to indemnify, defend and hold harmless the CompanySeller and its Affiliates (including any successor or assigns, its equity holders and Affiliatesofficer, and their respective managersdirector, directorsstockholder, officerspartner, employees and agents (collectivelymember, the “Company Group”employee, agent or representative thereof) from and against all Damages suffered by, imposed upon or incurred by any member such indemnified party arising out of the Company Group to the extent caused by, arising or in connection with or resulting from or based upon any breach of any representation or warranty of Investor contained in Article IV of, or any breach nonfulfillment of any covenant or agreement of Investor of, Purchaser contained in or made pursuant to this Agreement or any Schedule hereto, or any certificate or other instrument furnished or to be furnished to the Company or the Seller hereunder or thereunder. (c) The Indemnitor shall reimburse an Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article VIII, provided, however, that the Indemnitor shall have the right to contest any such Damages or its obligations to indemnify therefor in accordance with the terms of this Agreement. (d) Notwithstanding anything to the contrary herein, any obligation to indemnify hereunder shall be reduced by an amount equal to the excess of (i) the amount of any net tax benefit derived by the party being indemnified and its Affiliates as a result of the matter with respect to which the indemnity is being made, over (ii) any net additional tax cost that would be incurred by the indemnified party and its Affiliates as a result of the tax basis adjustments arising out of the matter with respect to which the indemnity is being made and the receipt of the indemnity payment.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIVIII, from the Stockholders jointly and after the Closing, ioneer Parent shall severally covenant and agree to indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company Purchaser and its SubsidiariesAffiliates (including any officer, director, stockholder, partner, member, employee, agent or representative of any thereof) (a "Purchaser Affiliate") from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilitiesliabilities, costs and expenses, including without limitation interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever legal counsel chosen by the Purchaser or a Purchaser Affiliate (subject to Section 6.8(b), collectively, “"Damages”"), suffered by, imposed upon or incurred by the Company, Purchaser or a subsidiary Purchaser Affiliate arising out of the Company or any member of the Investor Group to the extent caused by, arising in connection with or resulting from or based upon any breach of a any representation and or warranty set forth in Article III of, or a breach nonfulfillment of any covenant or agreement of ioneer Parent of, either Telecarrier or the Company any Stockholder contained in or made pursuant to this Agreement. Subject Agreement or any Schedule hereto, or any certificate furnished or to be furnished to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon Purchaser hereunder or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closingthereunder. (b) Subject The Purchaser covenants and agrees to the terms and conditions of this Article VI, from and after the Closing, Investor shall indemnify, defend and hold harmless the Company, its equity holders and Affiliates, Stockholders and their respective managersAffiliates (including any successor or assigns, directorsofficer, officersdirector, employees and agents stockholder, partner, member, employee, agent or representative thereof) (collectively, the “Company Group”"Stockholder Affiliates") from and against all Damages suffered by, imposed upon or incurred by any member such indemnified party arising out of the Company Group to the extent caused by, arising or in connection with or resulting from or based upon any breach of any representation or warranty of Investor contained in Article IV of, or any breach nonfulfillment of any covenant or agreement of Investor of, the Purchaser contained in or made pursuant to this AgreementAgreement or any Schedule hereto, or any certificate or other instrument furnished or to be furnished to Stockholders hereunder or thereunder. (c) The Indemnitor shall reimburse an Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article VIII, provided, however, that the Indemnitor shall have the right to contest any such Damages in good faith.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIVII, from and after except as otherwise provided in this Agreement, the ClosingSeller and Solomon, ioneer Parent shall jointly and severally, covenant and agree to indemnify, defend and hold harmless InvestorPurchaser, and its equity holders and Affiliates, and their respective managersincluding any officer, directorsdirector, officersstockholder, employees and agents partner, member, employee, agent or representative of any thereof (collectively, the “Investor Group”a "Purchaser Affiliate"), but expressly excluding the Company and its Subsidiaries, from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgmentsliabilities, finescosts and expenses, settlementsincluding, Liabilitieswithout limitation interest, penalties and reasonable fees and expenses of legal counsel chosen by Purchaser or Purchaser Affiliate (collectively, "Damages"), imposed upon or incurred by Purchaser, or any Purchaser Affiliate arising out of or in connection with or resulting from (i) any breach of any representation or warranty of, or nonfulfillment of any covenant or agreement of, the Seller and/or Solomon contained in or made pursuant to this Agreement or any agreement (other than the Employment Agreement of Solomon, the Interim Lease, and/or the Lease) to be delivered in connection with this Agreement, or any Schedule or Exhibit hereto or thereto, or any certificate or instrument furnished or to be furnished to Purchaser hereunder or thereunder, (ii) any and all liabilities and obligations of the Seller, or arising out of or related to their ownership of the Acquired Assets prior to the Closing Date, (iii) any chargebacks or allowances with respect to merchandise shipped prior to Closing by Seller for which credit has not been issued prior to Closing which chargebacks and allowances were applied by customers against invoices for purchases made after the Closing Date invoiced by Purchaser relating to pre-Closing periods ("Chargeback Allowances"), (iv) third party claims arising in breach of contract, breach of warranty, product liability, unfair competition, personal or other injury, tort or infringement of property rights of others or other third party claims, in each case which claim is with respect to any and all activities of the Seller, or any Affiliate thereof in connection with the conduct of the Business on or before the Closing Date and (v) any and all actions, suits, demands, claims, costs and expenses, including interestlegal fees, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever (subject to Section 6.8(b), collectively, “Damages”), suffered by, imposed upon or incurred by the Company, a subsidiary of the Company or any member of the Investor Group incident to the extent caused by, arising from foregoing or based upon any breach of a representation and warranty set forth in Article III or a breach of any covenant or agreement of ioneer Parent or the Company contained in enforcing this Agreement. Subject to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closingindemnity. (b) Subject to the terms and conditions of this Article VIVII, from and after except as otherwise provided for in the ClosingAgreement, Investor shall Purchaser covenants and agrees to indemnify, defend and hold harmless the Company, its equity holders Seller and Affiliates, Solomon and their respective managersAffiliates (including any successor or assigns, directorsofficer, officersdirector, employees and agents stockholder, partner, member, employee, agent or representative thereof) (collectively, the “Company Group”"Stockholder Affiliates") from and against all Damages suffered by, (including reasonable fees and expenses of the Seller's legal counsel) imposed upon or incurred by any member the Seller or Solomon arising out of the Company Group to the extent caused by, arising or in connection with or resulting from or based upon (i) any breach of any representation or warranty of Investor contained in Article IV of, or any breach nonfulfillment of any covenant or agreement of Investor of, Purchaser contained in or made pursuant to this Agreement or any agreement to be delivered in connection with this Agreement, or any Schedule or Exhibit hereto or thereto, or any certificate or instrument furnished or to be furnished to the Seller hereunder or thereunder, (ii) any and all Assumed Contracts and Assumed Liabilities and (iii) third party claims arising in breach of contract, breach of warranty, unfair competition, personal or other injury, tort or infringement of property rights of others or other third party claims, in each case which claim is with respect to any and all activities of Purchaser or any Purchaser Affiliate in connection with the conduct of the Business on or after the Closing Date. (c) The Indemnitor shall reimburse an Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article VIII.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VI10, from Shareholder covenants and after the Closing, ioneer Parent shall agrees to indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company Purchaser and its SubsidiariesAffiliates (including any officer, director, shareholder, partner, member, employee, agent or representative of any thereof) (a “Purchaser Affiliate”) from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilitiesliabilities, costs and expenses, including including, but not limited to, interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever legal counsel (subject to Section 6.8(b), collectively, “Damages”), suffered by, ) imposed upon or incurred by the Company, a subsidiary of the Company Purchaser or any member of the Investor Group to the extent caused byPurchaser Affiliate arising out of, arising from in connection with or based upon resulting from: (i) any breach of a representation and warranty set forth in Article III or a breach nonfulfillment of any covenant or agreement of ioneer Parent or the Company Shareholder contained in or made pursuant to this Agreement. Subject to Agreement that survives the other terms of this Article VIClosing as set forth in Section 10.1, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) those matters set forth on Schedule 10.3 , or any litigation, action, claim or investigation arising from the same facts or events giving rise to such matters, (iii) any Taxes of the Company or one of its subsidiaries (andfor a Pre-Closing Tax Period, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal except to the full amount of extent such Damages Taxes have been specifically taken into account in computing the Working Capital Adjustment Amount, and (subject iv) any and all brokerage, finder’s or other fees or commissions payable by Shareholder in connection with the transactions contemplated hereby, including but not limited to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing.any fees payable to The Blackstone Group L.P. or Xxxxxxx Xxxxx & Co. (b) Subject to the terms and conditions of this Article VI10, from Purchaser covenants and after the Closing, Investor shall agrees to indemnify, defend and hold harmless the CompanyShareholder (including any successor or assigns, its equity holders and Affiliatesofficer, and their respective managersdirector, directorsshareholder, officerspartner, employees and agents (collectivelymember, the “Company Group”employee, agent or representative thereof) from and against all Damages suffered by, imposed upon or incurred by such Indemnified Party arising out of or in connection with or resulting from (i) any member of the Company Group to the extent caused by, arising from or based upon any breach of any representation or warranty of Investor contained in Article IV or any breach nonfulfillment of any covenant or agreement of Investor Purchaser contained in or made pursuant to this Agreement that survives the Closing as set forth in Section 10.1, (ii) any Taxes of the Company for any period after the Effective Time (or portion of Tax period after the Effective Time), (iii) any and all brokerage, finder’s or other fees or commissions payable by Purchaser in connection with the transactions contemplated hereby, including but not limited to any fees payable to Xxxxxx Brothers Inc., and (iv) the operation of the Business following the Closing Date. (c) The Indemnitor shall reimburse an Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article 10; provided, however, that the Indemnitor shall have the right to contest any such Damages or its obligations to indemnify therefor in accordance with the terms of this Agreement.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VI7, from CTI and after the Closing, ioneer Parent Seller shall jointly and severally indemnify, defend defend, and hold harmless InvestorBuyer from, its equity holders against, for and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company and its Subsidiaries, from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilities, costs and expenses, including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses in respect of any nature whatsoever (subject to Section 6.8(b)and all Losses asserted against, collectively, “Damages”)or paid, suffered or incurred by, imposed upon Buyer and resulting from, based upon, or incurred by arising out of: (i) the Companyinaccuracy, a subsidiary of the Company untruthfulness, or any member of the Investor Group to the extent caused by, arising from or based upon any breach of any representation or warranty of CTI or Seller contained in this Agreement or in any agreement delivered pursuant to this Agreement; (ii) a representation and warranty set forth in Article III or a breach of failure to perform any covenant or agreement of ioneer Parent CTI or the Company contained Seller made in this Agreement. Subject ; (iii) any Losses for Taxes (x) imposed on CTI or Seller or any of its Affiliates (other than the Target Entities) for any period, (y) imposed on or relating to any Target Entity for any period or portion thereof ending on or before the other terms of this Article VIClosing Date, in the event that the Damages of the Investor Group are suffered byincluding, imposed upon or incurred by without limitation (i) a Taxes imposed on any member of a Relevant Group attributable to any Pre-Closing Period, including any such Tax for which a Target Entity may be liable under Section 1.1502-6 of the Investor GroupTreasury Regulations (or any similar provision of state, the amount of Damages to be indemnified by ioneer Parent shall be equal local or foreign tax law), other than income Taxes to the full amount of such Damages (subject to extent specifically reserved for on the limitations included in this Article VI) or Closing Balance Sheet and any schedules thereto, and (ii) any Tax resulting from the Company departure on or one before the Closing Date of its subsidiaries any of the Target Entities from any Relevant Group (and, for resulting from the avoidance transferring into income of doubt, such Damages are indemnifiable hereunderdeferred intercompany transactions under Section 1.1502-13 of the Treasury Regulations or excess loss accounts under Section 1.1502-19 of the Treasury Regulations or otherwise), and (z) any Tax arising directly or indirectly from a breach of a representation or warranty set out in Section 2.8 of this Agreement; (iv) any Losses, other than the amount actual payment of Damages Severance Pay in accordance with Section 5.7(c), arising out of Buyer's payment of Severance Pay in accordance with Section 5.7(c); (v) any Losses incurred by Buyer as a result of the inaccuracy, untruthfulness, or breach of CTI's and Seller's Air Quality Representation; and (vi) any obligation to be indemnified by ioneer Parent shall be equal Buyer pursuant to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at ClosingSection 5.12 hereof. (b) Subject to the terms and conditions of this Article VI7, from and after the Closing, Investor shall Buyer agrees to indemnify, defend defend, and hold harmless the CompanyCTI and Seller from, its equity holders against, for and Affiliatesin respect of any and all Losses asserted against, and their respective managersor paid, directors, officers, employees and agents (collectively, the “Company Group”) from and against all Damages suffered or incurred by, imposed upon CTI or incurred by any member of Seller and resulting from, based upon, or arising out of: (i) the Company Group to the extent caused byinaccuracy, arising from untruthfulness, or based upon any breach of any representation or warranty of Investor Buyer contained in Article IV this Agreement or in any breach of agreement delivered pursuant to this Agreement; (ii) a failure to perform any covenant or agreement of Investor contained Buyer made in this Agreement.; (iii) all liabilities of Target Entities, except to the extent such liabilities of the Target Entities give rise to an indemnity claim against CTI or Seller under this Agreement; (iv) any obligation to CTI or Seller pursuant to Section 5.12 hereof; (v) the Tax liability resulting to Seller from the allocation set forth in Section 5.12(e) (except that any indemnity pursuant to this clause (v) shall be limited to the amount by which the Tax liability resulting to Seller from the allocation set forth in Section 5.12(e) exceeded the Tax liability that would have resulted to Seller if the payment of the Purchase Price had been allocated 100% to the purchase of the Shares); and (vi) any liabilities of CTI arising under or pursuant to that certain Asset Sale Agreement, dated June 28, 1997 among CTI, Anchor Continental and Base-Line, Inc.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIVIII, Seller covenants and agrees to indemnify, defend and hold harmless Acquisition Sub, Cyber Digital and their Affiliates (including any officer, director, stockholder, partner, member, employee, agent or representative of any thereof) (a "Purchaser Affiliate") from and against all assessments, losses, damages, liabilities, costs and expenses, including without limitation interest, penalties and reasonable fees and expenses of legal counsel chosen by Acquisition Sub, Cyber Digital or a Purchaser Affiliate (collectively, "Damages"), imposed upon or incurred by Acquisition Sub, Cyber Digital or any Purchaser Affiliate arising out of or in connection with or resulting from (i) any breach of any representation or warranty of, or non-fulfillment of any covenant or agreement of, Seller contained in or made pursuant to this Agreement or any Schedule hereto, or any certificate furnished or to be furnished to Purchaser hereunder or thereunder, or (ii) any of the matters described on Schedule 8.03(a) hereto; provided, that with respect to each such matter set forth on Schedule 8.03(a), Seller's indemnification obligations hereunder with respect thereto shall not exceed the amount set forth opposite such matter on such Schedule 8.03 (a) Seller further covenants and agrees to indemnify, defend and hold harmless any Purchaser Affiliate and the Company from and against all Taxes for which Seller is responsible under Section 4.02(c) hereof to the extent that such Taxes exceed the reserve established therefor. (b) Each of Acquisition Sub, Cyber Digital and, from and after the Closing, ioneer Parent shall the Company, covenants and agrees to indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company Seller and its SubsidiariesAffiliates (including any successor or assign, from and against all Claimsofficer, actions director, stockholder, partner, member, employee, agent or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilities, costs and expenses, including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever representative thereof) (subject to Section 6.8(b), collectively, “Damages”), suffered by, imposed upon or incurred by the Company, a subsidiary of the Company or any member of the Investor Group to the extent caused by, arising from or based upon any breach of a representation and warranty set forth in Article III or a breach of any covenant or agreement of ioneer Parent or the Company contained in this Agreement. Subject to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing. (b) Subject to the terms and conditions of this Article VI, from and after the Closing, Investor shall indemnify, defend and hold harmless the Company, its equity holders and "Seller Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Company Group”") from and against all Damages suffered by, imposed upon or incurred by any member such Indemnified Party arising out of the Company Group to the extent caused by, arising or in connection with or resulting from or based upon any breach of any representation or warranty of Investor contained in Article IV of, or any breach non-fulfillment of any covenant or agreement of Investor of, Acquisition Sub or Cyber Digital contained in or made pursuant to this AgreementAgreement or any certificate or other instrument furnished or to be furnished to Seller hereunder or thereunder. (c) The Indemnitor shall reimburse the Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article VIII, provided, however, that the Indemnitor shall have the right to contest any such Damages in good faith.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIX, from the --------- IVonyx Parties jointly and after the Closing, ioneer Parent shall severally covenant and agree to indemnify, defend and hold harmless InvestorParent, its equity holders and Affiliates, Acquisition Sub and their respective managersAffiliates (including any officer, directorsdirector, officersstockholder, employees and agents partner, principal, member, attorney, employee, agent or representative of any thereof) (collectively, the “Investor Group”), but expressly excluding the Company and its Subsidiaries, "Koop Indemnified ---------------- Parties") from and against all Claims, actions or causes of action, assessments, demandscosts, losses, Liabilities, obligations, damages, judgments------- lawsuits, finesdeficiencies, settlementsclaims, Liabilitiesdemands and expenses (whether or not arising out of third party Claims), including without limitation interest, penalties, costs and expensesof mitigation, including interest, penalties and reasonable attorneys’, experts’ and accounting ' fees and expenses all amounts paid in investigation, defense or settlement of any nature whatsoever of the foregoing (subject to Section 6.8(bcollectively, "Damages"), collectively, “Damages”), suffered by, imposed ------- upon or incurred by the Company, a subsidiary any Koop Indemnified Parties arising out of the Company or any member of the Investor Group to the extent caused by, arising in connection with or resulting from or based upon incident to (i) any breach of a any representation and or warranty set forth made by any of the IVonyx Parties in Article III or a this Agreement; (ii) any breach of any covenant or agreement made by any of ioneer Parent or the Company contained IVonyx Parties in this Agreement; (iii) any Excluded Liabilities; and (iv) any Damages of any nature (absolute, accrued, contingent or otherwise) of the IVonyx Parties or any ERISA Affiliate of IVonyx arising under or related to any Benefit Plan or related to any officer, employee, former employee, director or agent of the IVonyx Parties. Subject The term "Damages" as used in this Section 10.3 is not limited to the other terms of this Article VImatters asserted ------- ------------ by third parties against any Indemnified Party, but includes Damages incurred or sustained by any Indemnified Party in the event that the Damages absence of the Investor Group are suffered by, imposed upon or incurred third party Claims. Payments by (i) any Indemnified Party of amounts for which such Indemnified Party is indemnified hereunder shall not be a member of the Investor Group, the amount of Damages condition precedent to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closingrecovery. (b) Subject to the terms and conditions of this Article VIX, from the Koop --------- Parties jointly and after the Closing, Investor shall severally covenant and agree to indemnify, defend and hold harmless the Company, its equity holders and Affiliates, IVonyx Parties and their respective managersAffiliates (including any officer, directorsdirector, officersstockholder, employees and agents partner, principal, member, attorney, employee, agent or representative thereof) (collectively, the “Company Group”"IVonyx Indemnified Parties") from -------------------------- and against all Damages suffered by, imposed upon or incurred by any member such Indemnified Party arising out of the Company Group to the extent caused by, arising or in connection with or resulting from or based upon incident to (i) any breach of any representation or warranty of Investor contained made by either Koop Party in Article IV or this Agreement; and (ii) any breach of any covenant or agreement of Investor contained made by either Koop Party in this Agreement. (c) The Indemnitor shall reimburse an Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article X, --------- provided, however, that the Indemnitor shall have the right to contest any such Damages in good faith.

Agreements to Indemnify. As used in this Agreement, the term “Indemnifiable Damages,” when referring to damages for which the Purchaser Parties (adefined below) Subject are entitled to indemnification hereunder, means, without duplication, the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including reasonable counsel and paralegal fees and expenses) incurred or suffered by the Purchaser Parties, on a pre-tax basis, net of any insurance recoveries, to the terms extent resulting from (i) any breach by the Shareholder or the Company of any representation or warranty made by the Shareholder or the Company in this Agreement (a “Shareholder Breach of Warranty Claim”); (ii) any violation by the Shareholder or the Company of any covenant or agreement made by the Shareholder or the Company in this Agreement (unless waived in writing by the Purchaser Party making the claim); or (iii) as a result of any of the following items (in each case regardless of any disclosure made by the Shareholder or the Company on the disclosure schedules attached hereto): (I) any income, sales or other taxes payable by the Company prior to or as of the Closing Date that are not included in the calculation of Net Assets, including, in each case, any interest or penalties related thereto; (II) any liability related to any toxic material or hazardous substance (including any clean-up or other remedial action related thereto) that arises out of or results from any act or omission by the Company prior to the Closing or any state of facts existing on or prior to the Closing Date; (III) any liability under any 401(k) or other employee benefit plan, including related taxes, contributions and conditions all other liabilities and expenses related thereto; (IV) any liability under any indebtedness for borrowed money of this Article VI, from and after the Company existing immediately prior to the Closing; (V) any liability for any violation of any law, ioneer Parent shall indemnifystatute, defend and hold harmless Investor, rule or regulation by the Company or any of its equity holders and Affiliates, and their respective managers, directors, officers, employees or agents prior to the Closing; and agents (VI) any liability or cost incurred in connection with personnel adjustments made by the Company prior to the Closing as mutually agreed by the parties pursuant to Section 3.5(j). As used in this Agreement, “Indemnifiable Damages,” when referring to damages for which the Shareholder Parties (defined below) are entitled to indemnification hereunder, means, without duplication, the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including reasonable counsel and paralegal fees and expenses) incurred or suffered by the Shareholder Parties, on a pre-tax basis, to the extent resulting from (i) any breach by the Purchaser of any representation or warranty made by the Purchaser in this Agreement (a “Purchaser Breach of Warranty Claim”); (ii) any violation by the Purchaser of any covenant or agreement made by the Purchaser in this Agreement (unless waived in writing by the Shareholder Party making the claim). Notwithstanding the foregoing, Indemnifiable Damages shall not include consequential, incidental or indirect damages. 7.1.1 Subject to the limitations provided for herein, the Shareholder shall indemnify and hold the Purchaser and its officers, directors, employees, shareholders, agents, successors and assigns (the “Purchaser Parties”) harmless in respect of all Indemnifiable Damages suffered by them. 7.1.2 The Purchaser shall indemnify the Shareholder and his agents, heirs, successors and assigns (collectively, the “Investor GroupShareholders Parties”)) and hold each of them harmless in respect of all Indemnifiable Damages suffered by them. 7.1.3 Each of the representations and warranties made by the parties in this Agreement shall survive for a period of 24 months after the Closing Date, but expressly excluding notwithstanding any investigation at any time made by or on behalf of any party, and upon the expiration of such 24-month period such representations and warranties shall expire except as follows: (a) The representations and warranties of the Company and its Subsidiaries, from the Shareholder contained in Sections 4.6 [Tax Matters] and against all Claims, actions or causes 4.20 [Employee Benefits] shall expire at the time the period of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilities, costs and expenses, including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever (subject to Section 6.8(b), collectively, “Damages”), suffered by, imposed upon or incurred limitations expires for the assessment by the Company, a subsidiary taxing authority of additional taxes with respect to which the Company or any member of the Investor Group to the extent caused by, arising from or based upon any breach of a representation representations and warranty set forth in Article III or a breach of any covenant or agreement of ioneer Parent or the Company contained in this Agreement. Subject to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing.warranties relate; (b) Subject to the terms The representations and conditions of this Article VI, from and after the Closing, Investor shall indemnify, defend and hold harmless the Company, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Company Group”) from and against all Damages suffered by, imposed upon or incurred by any member warranties of the Company Group to and the extent caused by, arising from or based upon any breach Shareholder contained in Sections 4.17 [Compliance with Laws] and 4.18 [Environmental Matters] shall expire at the time the latest period of limitations expires for the enforcement by an applicable governmental authority of any remedy with respect to which the particular representation or warranty relates; (c) The representations and warranties of Investor the Company and the Shareholder contained in Article IV or any breach Section 4.3 [Records of any covenant or agreement the Company] and 4.32 [Common Stock and Related Matters] and the representations and warranties of Investor the Purchaser contained in Section 5.2 [Due Authorization; Binding Obligation; No Conflicts] shall survive for a period of 60 months after the Closing Date; and (d) The representations and warranties of the Company and the Shareholder contained in Sections 4.1 [Organization; Power and Authority; Subsidiaries], 4.2 [Capitalization], 4.8 [Good Title to and Condition of Assets] and 4.26 [Title to DataFlow Stock], and the representations and warranties of the Purchaser contained in Sections 5.1 [Organization, Power and Authority] shall survive indefinitely. No claim for the recovery of Indemnifiable Damages based upon a Shareholder Breach of Warranty Claim or a Purchaser Breach of Warranty Claim may be asserted by any party against the other party after such representations and warranties shall thus expire; provided, however, that good faith claims for Indemnifiable Damages first asserted in writing by the Indemnified Party to the Indemnifying Party (as defined below) as provided in Section 7.2 within the applicable period shall not thereafter be barred. 7.1.4 The Purchaser acknowledges and agrees that prior to proceeding directly against the Shareholder for indemnification hereunder, it will proceed against the Hold-Back Amount; provided, however, that upon either the exhaustion of the Hold-Back Amount or after the release thereof in accordance with the terms of Section 7.3, the Purchaser may thereupon seek to recover by any legal means Indemnifiable Damages directly from the Shareholder. 7.1.5 Anything in this AgreementSection 7.1 to the contrary notwithstanding, the Shareholder shall not be liable to the Purchaser Parties for any claim for Indemnifiable Damages unless all Indemnifiable Damages exceed an aggregate deductible amount of $30,000, in which case the Shareholder shall then be liable for all Indemnifiable Damages above such $30,000 deductible amount.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIVIII, from ------------ Seller covenants and after the Closing, ioneer Parent shall agrees to indemnify, defend and hold harmless InvestorBuyer and its Affiliates (including any officer, its equity holders and Affiliatesdirector, and their respective managersstockholder, directorspartner, officersprincipal, employees and agents member, attorney, employee, agent or Representative of any thereof) (collectively, the “Investor Group”), but expressly excluding the Company and its Subsidiaries, "Buyer Indemnified Parties") from and against all Claimscosts, actions or causes of action------------------------- losses, assessmentsLiabilities, demands, lossesobligations, damages, judgmentslawsuits, finesdeficiencies, settlementsclaims, Liabilitiesdemands and expenses (whether or not arising out of third party Claims), including without limitation interest, penalties, costs and expensesof mitigation, including interest, penalties and reasonable attorneys’' fees, experts’ and accounting fees and expenses all reasonable amounts paid in investigation of any nature whatsoever of the foregoing, and all amounts paid in defense or settlement of any of the foregoing (subject to Section 6.8(bcollectively, "Damages"), collectively, “Damages”), suffered by, imposed upon or incurred by the Company, a subsidiary any Buyer Indemnified Parties ------- arising out of the Company or any member of the Investor Group to the extent caused by, arising in connection with or resulting from or based upon incident to (i) any breach of a any representation and or warranty set forth made by Seller in Article III or a this Agreement; (ii) any breach of any covenant or agreement of ioneer Parent or the Company contained made by Seller in this Agreement. Subject ; (iii) any Excluded Liabilities or Encumbrances (including Permitted Encumbrances) relating thereto; and (iv) the Equipment Lease, including any Claims resulting from the lessor under the Equipment Lease resulting from the transfer to the other terms or use by Buyer of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (any Assets subject to the limitations included Equipment Lease. The term "Damages" as ------- used in this Article VI) Section 8.3 is not limited to matters asserted by third parties ----------- against any Indemnified Party, but includes Damages incurred or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified sustained by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor any Indemnified Party in the Company at Closingabsence of third party Claims. Payments by any Indemnified Party of amounts for which such Indemnified Party is indemnified hereunder shall not be a condition precedent to recovery. (b) Subject to the terms and conditions of this Article VIVIII, from ------------- Buyer covenants and after the Closing, Investor shall agrees to indemnify, defend and hold harmless the CompanySeller and its Affiliates (including any successor or assign, its equity holders and Affiliatesofficer, and their respective managersdirector, directorsstockholder, officerspartner, employees and agents principal, member, attorney, employee, agent or Representative thereof) (collectively, the “Company Group”"Seller Indemnified Parties") from and against all Damages suffered by, -------------------------- imposed upon or incurred by any member such Indemnified Party arising out of the Company Group to the extent caused by, arising or in connection with or resulting from or based upon incident to (i) any breach of any representation or warranty of Investor contained made by Buyer in Article IV or this Agreement; (ii) any breach of any covenant or agreement of Investor contained made by Buyer in this Agreement; and (iii) any Assumed Liabilities.

Agreements to Indemnify. (a) Subject The Seller hereby agrees to indemnify Parent and the Purchaser (including its employees, agents and Affiliates), and save and hold such Persons harmless from and against any action, cost, damage, disbursement, expense, liability, loss, injury, deficiency, penalty, diminution in value, settlement or obligation of any kind or nature (collectively, "Claims For Losses"), including but not limited to interest, penalties, fines, legal, accounting, and other professional fees and expenses incurred in the investigation, collection, prosecution, determination and defense of Claims For Losses, amounts paid in settlement, any incidental or consequential damages and any punitive damages payable to third parties, including employees or former employees, agents, officers, contractors, shareholders, option holders warrant holders or creditors of the Seller, Parent or the Purchaser, as the case may be, that may be imposed on or otherwise incurred or suffered by the specified person (collectively, all such items listed above referred to above as "Damages"), resulting from: (i) any inaccuracy in any representation or breach of any warranty of the Seller contained herein (or in any Schedule delivered pursuant hereto) or in any Transaction Document; (ii) the breach or nonfulfillment of any covenant, agreement or other obligation of the Seller under this Agreement or any other Transaction Document; (iii) any action, suit, claim, proceeding or investigation (regardless of whether at law or equity) brought or initiated by any current or former holder of any shares of the Seller's capital stock or securities convertible into or exercisable for shares of the Seller's capital stock (or any of such holder's representatives), brought or initiated in their capacity as such a holder, regarding the fair value of such holder's securities or the fairness or legality of any of the transactions contemplated by the Transaction Documents or otherwise arising from or relating to the transactions contemplated by any of the Transaction Documents (other than the Employment Agreements); (iv) any suit bought by a former employee, officer, agent, contractor, shareholder, option holder, warrant holder or creditor of the Seller in connection with the transactions contemplated by the Transaction Documents or; and (v) any and all Excluded Liabilities. (b) Parent and the Purchaser hereby agrees to indemnify the Seller (including its employees, agents and Affiliates) and save and hold such Persons harmless from and against any Damages resulting from; (i) any inaccuracy in any representation or breach of any warranty of Parent or the Purchaser contained herein (or in any schedule hereto or certificate delivered pursuant hereto) or in any Transaction Document; (ii) the breach or nonfulfillment of any covenant, agreement or other obligation of Parent or the Purchaser under this Agreement or any other Transaction Document; (iii) any suit bought by a former employee, officer, agent, contractor, shareholder, option holder, warrant holder or creditor of Parent or the Purchaser in connection with the transactions contemplated by the Transaction Documents; and (iv) any and all Assumed Liabilities. (c) Promptly after the receipt by any party hereto of notice of any claim or commencement by a third party of any action or proceeding subject to indemnification hereunder (the "Asserted Damages"), such party (the "Indemnified Party") will, if a claim in respect thereto is to be made against any party obligated to provide indemnification hereunder (an "Indemnifying Party"), give such Indemnifying Party reasonable written notice of such claim or the commencement of any such action or proceeding; provided, however, that the failure to provide such notice will not relieve the Indemnifying Party of its obligations pursuant to this Section 7.2 unless such failure shall materially prejudice the Indemnifying Party's opportunity to defend or compromise the Asserted Damages, and in that case, only to the extent the Indemnifying Party has been so prejudiced thereby. Such Indemnifying Party shall have the right, at its option, to defend at its own expense and by its own counsel any Asserted Damages for which it would be responsible to indemnify hereunder, provided that the Indemnifying Party and its counsel proceed with diligence and in good faith with respect thereto; in the event the settlement or other resolution of the underlying claim may have an adverse effect on the Indemnified Party, the Indemnifying Party may not agree to such settlement or other resolution without the prior written consent of the Indemnified Party, which consent may not be unreasonably withheld or delayed. If any Indemnifying Party shall undertake to defend any Asserted Damages, it shall promptly notify the Indemnified Party of its intention to do so and the Indemnified Party agrees to cooperate in good faith with the Indemnifying Party and its counsel in the defense of any Asserted Damages. Notwithstanding the foregoing, the Indemnified Party shall have the right to participate in the defense or investigation of any Asserted Damages with its own counsel at its own expense, except that the Indemnifying Party shall bear the expense of such separate counsel if (i) in the reasonable opinion of counsel to the Indemnified Party, use of counsel of the Indemnifying Party's choice would be expected to give rise to a conflict of interest, (ii) the Indemnifying Party shall not have employed counsel to represent the Indemnified Party within a reasonable time after notice of the Asserted Damages is given to the Indemnifying Party or (iii) the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the expense of the Indemnifying Party. (d) Any claim for Damages hereunder resulting from any inaccuracy in any representation or breach of any warranty must be made on or prior to the last date such representation or warranty survives in accordance with Section 7.1 hereof and any other claim under this Agreement must be brought no later than eighteen months from the date hereof. (e) Notwithstanding anything to the contrary contained in this Section 7.2, (i) the Seller shall not have any liability under clause (i) of Section 7.2(a) unless the aggregate amount of Damages under such clause exceeds $100,000 (the "Threshold Amount"), in which event the Seller shall have liability, subject to clause (ii) below, for the entire amount of Damages and (ii) the Seller's aggregate liability under clauses (i) and (ii) of Section 7.2(a) shall not exceed the amount of, and shall be payable solely from, the Escrow Fund; provided, however, that the limitations set forth in this paragraph (e) shall not apply to claims in respect of fraud or intentional misrepresentation. (f) Notwithstanding anything to the contrary contained in this Section 7.2, (i) Parent and the Purchaser shall not have any liability under clause (i) of Section 7.2(b) unless the aggregate amount of Damages under such clause exceeds an amount equal to the Threshold Amount, in which event Parent and the Purchaser shall have liability, subject to clause (ii) below, for the entire amount of Damages and (iii) Parent and the Purchaser's aggregate liability under Section 7.2(b) shall not exceed $1,300,000; provided, however, that the limitations set forth in this paragraph (f) shall not apply to claims in respect of fraud and intentional misrepresentation. (g) The sole and exclusive remedy for the Seller, Parent and the Purchaser for claims in connection with the transactions contemplated by this Agreement, including without limitation claims for any breach of representation, warranty or covenant made in this Agreement or in any other Transaction Document or any other instruments or documents furnished in connection herewith or therewith, shall be a claim for indemnification made pursuant to and subject to the terms and conditions of this Article VIVII; provided, from and after however, that the Closing, ioneer Parent shall indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company and its Subsidiaries, from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilities, costs and expenses, including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever (subject to Section 6.8(b), collectively, “Damages”), suffered by, imposed upon or incurred by the Company, a subsidiary of the Company or any member of the Investor Group to the extent caused by, arising from or based upon any breach of a representation and warranty limitations set forth in Article III this paragraph (g) shall not apply to claims in respect of fraud or a breach of any covenant or agreement of ioneer intentional misrepresentation and shall not limit claims by Parent or the Company contained in this Agreement. Subject Purchaser with regard to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor GroupEmployment Agreements, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder)Non-Competition Agreements, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing. (b) Subject to the terms and conditions of this Article VI, from and after the Closing, Investor shall indemnify, defend and hold harmless the Company, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectivelyConsulting Agreements, the “Company Group”) from and against all Damages suffered by, imposed upon Discovery Agreements or incurred by any member of the Company Group to the extent caused by, arising from or based upon any breach of any representation or warranty of Investor contained in Article IV or any breach of any covenant or agreement of Investor contained in this Safeway Agreement.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIIX, from and after the Closing, ioneer Parent Seller shall indemnify, defend and hold harmless Investor, its equity holders Purchaser and Affiliates, and their respective managers, directors, officers, employees and agents each of the Companies (collectively, the “Investor Purchaser Group”), but expressly excluding the Company and its Subsidiaries, ) from and against any and all Claims, actions or causes of action, assessments, demands, losses, damagesliabilities, judgments, fines, settlements, Liabilities, costs and expenses, expenses (including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever (subject to Section 6.8(bfees), claims and damages (collectively, “Damages”)) asserted against, suffered byresulting to, imposed upon or incurred suffered by the CompanyPurchaser Group, a subsidiary of the Company or any member one of the Investor Group to the extent caused bythem, arising from out of or based upon related to (i) any breach of a any representation and or warranty set forth of Seller contained in Article III or a made pursuant to this Agreement, (ii) any breach of any covenant or agreement of ioneer Parent or the Company Seller contained in or made pursuant to this Agreement. Subject , or (iii) any product liability or warranty claims relating to products shipped or service provided by a Company on or prior to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) Closing Date or (iiiv) the Company liabilities or one of its subsidiaries obligations expressly retained by Seller under this Agreement or any Schedule or Exhibit to this Agreement (andcollectively, for the avoidance of doubt, such Damages are indemnifiable hereunder“Seller Claims”), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing. (b) Subject to the terms and conditions of this Article VIIX, from and after the Closing, Investor Purchaser and each of the Companies, jointly and severally, shall indemnify, defend and hold harmless the Company, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Company Group”) Seller from and against any and all Damages suffered byasserted against, resulting to, imposed upon or incurred suffered by any member Seller arising out of the Company Group or related to the extent caused by, arising from or based upon (i) any breach of any representation or warranty of Investor Purchaser contained in Article IV or made pursuant to this Agreement, (ii) any breach of any covenant or agreement of Investor Purchaser contained in or made pursuant to this Agreement, or (iii) any product liability or warranty claims relating to products shipped or service provided by a Company after the Closing Date.

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIVII, from the Seller covenants and after the Closing, ioneer Parent shall agrees to indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company Purchaser and its SubsidiariesAffiliates (including any officer, director, stockholder, partner, member, employee, agent or representative of any thereof) (a "Purchaser Affiliate") from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilitiesliabilities, costs and expenses, including with­out limitation interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses ex­penses of any nature whatsoever legal counsel (subject to Section 6.8(b), collectively, “"Damages”), suffered by, ") imposed upon or incurred by the Company, a subsidiary of the Company Purchaser or any member of the Investor Group to the extent caused byPurchaser Affiliate arising out of, arising from in connection with or based upon resulting from: (i) any breach of any representation or warranty of the Seller contained in or made pursuant to this Agreement or any Related Document to which the Seller is a representation and warranty set forth in Article III or a breach party; (ii) any nonfulfillment of any covenant or agreement of ioneer Parent or the Company Seller contained in or made pursuant to this Agreement. Subject Agreement or any Related Document to which the Seller is a party; (iii) any and all Excluded Liabilities; and (iv) any and all claims made by creditors of the Seller including, without limitation, relating to the provisions of any "bulk sales" laws of any state or other terms of this Article VI, in the event jurisdiction that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to may be indemnified by ioneer Parent shall be equal applicable to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closingtransactions contemplated hereby. (b) Subject to the terms and conditions of this Article VIVII, from each of the Purchaser and after the Closing, Investor shall Aquamer (jointly and severally) covenants and agrees to indemnify, defend and hold harmless the CompanySeller and its Affiliates (including any successor or assigns, its equity holders and Affiliatesofficer, and their respective managersdirector, directorsstockholder, officerspartner, employees and agents (collectivelymember, the “Company Group”employee, agent or representative thereof) from and against all Damages suffered by, imposed upon or incurred by any member such Indemnified Party arising out of the Company Group to the extent caused by, arising from or based upon in connection with or resulting from: (i) any breach of any representation or warranty of Investor the Purchaser or Aquamer contained in Article IV or made pursuant to this Agreement or any breach Related Document to which the Purchaser or Aquamer is a party; (ii) any nonfulfillment of any covenant or agreement of Investor the Purchaser or Aquamer contained in or made pursuant to this Agreement or any Related Document to which the Purchaser or Aquamer is a party, (iii) any and all Assumed Liabilities and (iv) any liabilities arising from continuing the Product Development by Purchaser after Closing. (c) The Indemnitor shall reimburse an Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article VII; provided, however, that the Indemnitor shall have the right to contest any such Damages or its obligations to indemnify therefor in accordance with the terms of this Agreement.

Agreements to Indemnify. (a) a. Subject to the terms conditions and conditions of provisions set forth in this Article VIAgreement, from and after the ClosingXxxxxxxxx will pay, ioneer Parent shall indemnify, defend and hold harmless Investor, its equity holders CSI and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company and its Subsidiaries, each Affiliate of CSI from and against all Claimsdemands, claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilitiesliabilities, costs and expenses, including including, without limitation, interest, penalties and reasonable attorneys’attorney fees, experts’ and accounting fees and expenses of any nature whatsoever (subject to Section 6.8(b), collectively, “Damages”), suffered by, asserted against or imposed upon or incurred by Anchor, Xxxxxxxxx, or any of their affiliates (collectively, "CSI's Damages"): (1) Resulting from a breach of any representation, warranty, covenant, agreement or obligation of Anchor or Xxxxxxxxx contained in or made pursuant to this Agreement; (2) With respect to the Companyperiod prior to the Closing, a subsidiary whether the claim be asserted prior to or after the Closing, by reason of or resulting from, or alleged to be by reason of or resulting from, liabilities or obligations of, or claims against, Anchor or Xxxxxxxxx in connection with Anchor's ownership or operation relating to the Company operation of Anchor prior to the Closing, except as expressly assumed by CSI pursuant to this Agreement or covered by valid and existing insurance coverage provided by Anchor or CSI; (3) The failure of Anchor or Xxxxxxxxx to pay, perform or discharge any of their obligations, liabilities or contracts not assumed by CSI pursuant to this Agreement; (4) Any and all liabilities, direct or indirect, absolute or contingent, for taxes (a) of Anchor or Xxxxxxxxx or any member of the Investor Group "affiliated group" (within the meaning of section 1504(a) of the Internal Revenue Code of 1986 (26 USCA Section 1504(a)) of which Anchor or Xxxxxxxxx is a member incurred prior to the extent caused byClosing, arising from or based upon any breach of a representation and warranty set forth in Article III or a breach of any covenant or agreement of ioneer Parent or the Company contained in this Agreement. Subject to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing. (b) Subject incurred in connection with the operations or businesses of Anchor Xxxxxxxxx on or prior to the terms and conditions of this Article VIClosing, from and including, without limitation, any property (real, personal or mixed), sales, or other taxes which are not due or assessed until after the Closing, Investor shall but which are attributable to any period prior to and including the Closing; and (5) Any and all taxes due as a result of the transactions contemplated by this Agreement. b. Subject to the conditions and provisions set forth in this Agreement, CSI will pay, indemnify, defend and hold harmless the Company, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Company Group”) Xxxxxxxxx from and against all Damages suffered bydemands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and attorney fees, asserted against or imposed upon or incurred by any member of the Company Group to the extent caused by, arising Anchor or Xxxxxxxxx resulting from or based upon any a breach of any representation representation, warranty, covenant, agreement or warranty obligation of Investor CSI contained in Article IV or any breach of any covenant made pursuant to this Agreement or agreement of Investor contained in this Agreementarising from CSI operations after closing (collectively, "Xxxxxxxxx'x Damages").