Common use of Assumption and Indemnification Clause in Contracts

Assumption and Indemnification. (a) Except as specifically otherwise provided in the Ancillary Agreements, Thermo Electron shall indemnify, defend and hold harmless the Viasys Indemnitees from and (1) all Indemnifiable Losses arising from or relating to the Thermo Electron Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Viasys as a consequence of any misstatement or omission of a material fact with respect to Thermo Electron based on information supplied by Thermo Electron in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution, and related transactions, including without limitation, the Information Statement and the Form 10; and (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of Thermo Electron Group contained in this Agreement or any of the Ancillary Agreements. (b) Except as specifically otherwise provided in the Ancillary Agreements, Viasys shall indemnify, defend and hold harmless the Thermo Electron Indemnitees from and against (1) all Indemnifiable Losses arising from or relating to the Viasys Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Thermo Electron as a consequence of any misstatement or omission of a material fact with respect to Viasys based on information supplied by Viasys in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution and related transactions, including without limitation, the Information Statement and the Form 10; (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of the Viasys Group contained in this Agreement or any of the Ancillary Agreements; and (4) all Indemnifiable Losses arising from or relating to any obligations of any member of the Thermo Electron Group or its Representatives under any TMO Letter of Credit Guarantees. (c) If any Indemnifiable Loss arises from or relates to both the Thermo Electron Business and the Viasys Business, Thermo Electron shall indemnify the Viasys Indemnitees against any portion of such Indemnifiable Loss that pertains more directly to the Thermo Electron Business than to the Viasys Business, and Viasys shall indemnify the Thermo Electron Indemnitees against any portion of such Indemnifiable Loss that pertains more directly to the Viasys Business than to the Thermo Electron Business. (d) Notwithstanding anything to the contrary set forth herein, indemnification relating to any arrangements between any member of the Thermo Electron Group and any member of the Viasys Group (or any unit of the Viasys Business) for the provision after the Distribution of goods and services shall be governed by the terms of such arrangements and not by this Section.

Assumption and Indemnification. (a) Except as specifically otherwise provided in the Ancillary Agreements, Thermo Electron shall indemnify, defend and hold harmless the Viasys Indemnitees from and and against (1) all Indemnifiable Losses arising from or relating to the Thermo Electron Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Viasys as a consequence of any misstatement or omission of a material fact with respect to Thermo Electron based on information supplied by Thermo Electron in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution, and related transactions, including without limitation, the Information Statement and the Form 10; and (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of Thermo Electron Group contained in this Agreement or any of the Ancillary Agreements. (b) Except as specifically otherwise provided in the Ancillary Agreements, Viasys shall indemnify, defend and hold harmless the Thermo Electron Indemnitees from and against (1) all Indemnifiable Losses arising from or relating to the Viasys Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Thermo Electron as a consequence of any misstatement or omission of a material fact with respect to Viasys based on information supplied by Viasys in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution and related transactions, including without limitation, the Information Statement and the Form 10; (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of the Viasys Group contained in this Agreement or any of the Ancillary Agreements; and (4) all Indemnifiable Losses arising from or relating to any obligations of any member of the Thermo Electron Group or its Representatives under any TMO Letter of Credit Guarantees. (c) If any Indemnifiable Loss arises from or relates to both the Thermo Electron Business and the Viasys Business, Thermo Electron shall indemnify the Viasys Indemnitees against any portion of such Indemnifiable Loss that pertains more directly to the Thermo Electron Business than to the Viasys Business, and Viasys shall indemnify the Thermo Electron Indemnitees against any portion of such Indemnifiable Loss that pertains more directly to the Viasys Business than to the Thermo Electron Business. (d) Notwithstanding anything to the contrary set forth herein, indemnification relating to any arrangements between any member of the Thermo Electron Group and any member of the Viasys Group (or any unit of the Viasys Business) for the provision after the Distribution of goods and services shall be governed by the terms of such arrangements and not by this Section.

Assumption and Indemnification. (a) Except FROM AND AFTER CLOSING, BUYER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND REPRESENTATIVES (“SELLER GROUP”) FROM AND AGAINST ALL LOSSES (as specifically otherwise provided defined below in the Ancillary Agreements, Thermo Electron shall indemnify, defend and hold harmless the Viasys Indemnitees from andSubsection 10.1(d)) INCURRED OR SUFFERED BY SELLER GROUP: (1i) CAUSED BY OR ARISING OUT OF OR RESULTING FROM THE ASSUMED OBLIGATIONS (defined below); (ii) CAUSED BY OR ARISING OUT OF OR RESULTING FROM THE OWNERSHIP, USE OR OPERATION OF THE PROPERTIES, ON OR AFTER THE CLOSING DATE; OR (iii) CAUSED BY OR ARISING OUT OF OR RESULTING FROM ANY BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT MADE BY BUYER CONTAINED IN ARTICLE V OF THIS AGREEMENT. Upon and after Closing, Buyer shall assume and perform all Indemnifiable Losses arising from or relating to the Thermo Electron Businessrights, whether such Indemnifiable Losses relate to eventsduties, occurrences or circumstances occurring or existingobligations and liabilities of ownership of the Properties including, or whether such Indemnifiable Losses are asserted, before or without limitation: (A) a proportionate share of Seller’s express and implied obligations and covenants after the Distribution Closing Date under the terms of the Leases, the Contracts, and all other orders, rules and regulations to which the Properties are subject; (B) a proportionate share of responsibility for all royalties, overriding royalties, rentals, shut-in payments and other burdens or encumbrances to which the Properties are subject accruing after the Closing Date; (2C) responsibility for compliance with all Indemnifiable Losses incurred applicable Laws pertaining to the Properties, and the procurement and maintenance of all permits required by Viasys as a consequence of any misstatement or omission of a material fact with respect to Thermo Electron based on information supplied by Thermo Electron in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws public authorities in connection with the Distribution, and related transactions, including without limitation, Properties after the Information Statement and the Form 10Closing Date; and (3D) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of Thermo Electron Group contained in other obligations assumed by Buyer under this Agreement (the “Assumed Obligations”). Seller remains responsible for all costs, expenses and liabilities incurred by Seller in connection with the ownership or any operation of the Ancillary AgreementsProperties before the Closing Date, except (A) those for which Buyer indemnifies Seller under 10.1(a)(i) or 10.1(a)(iii); or, (B) those arising out of specific matters or claims for which Buyer has received an adjustment to the Purchase Price (the “Retained Obligations”). (b) Except as specifically otherwise provided in the Ancillary AgreementsFROM AND AFTER CLOSING, Viasys shall indemnifyAND EXCEPT AS PROVIDED IN SUBSECTION 10.1(a), defend and hold harmless the Thermo Electron Indemnitees from and againstSELLER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS BUYER AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND REPRESENTATIVES AGAINST AND FROM ALL LOSSES INCURRED OR SUFFERED BY BUYER: (1i) all Indemnifiable Losses arising from or relating to the Viasys BusinessCAUSED BY OR ARISING OUT OF OR RESULTING FROM THE OWNERSHIP, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution DateUSE OR OPERATION OF THE PROPERTIES ON OR BEFORE THE CLOSING DATE; (ii) CAUSED BY OR ARISING OUT OF OR RESULTING FROM ANY BREACH OF ANY REPRESENTATION OR WARRANTY MADE BY SUCH SELLER CONTAINED IN ARTICLE IV OF THIS AGREEMENT; OR (2iii) all Indemnifiable Losses incurred by Thermo Electron as a consequence of any misstatement or omission of a material fact with respect to Viasys based on information supplied by Viasys in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution and related transactions, including without limitation, the Information Statement and the Form 10; (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of the Viasys Group contained in this Agreement or any of the Ancillary Agreements; and (4) all Indemnifiable Losses arising from or relating to any obligations of any member of the Thermo Electron Group or its Representatives under any TMO Letter of Credit GuaranteesCAUSED BY OR ARISING OUT OF OR RESULTING FROM THE RETAINED OBLIGATIONS. (c) If any Indemnifiable Loss arises from Damages or relates to both the Thermo Electron Business and the Viasys Business, Thermo Electron shall indemnify the Viasys Indemnitees against any portion of such Indemnifiable Loss that pertains more directly to the Thermo Electron Business than to the Viasys Business, and Viasys shall indemnify the Thermo Electron Indemnitees against any portion of such Indemnifiable Loss that pertains more directly to the Viasys Business than to the Thermo Electron Business. (d) Notwithstanding anything to the contrary set forth herein, indemnification relating to any arrangements between any member of the Thermo Electron Group and any member of the Viasys Group (or any unit of the Viasys Business) other claims for the provision after the Distribution of goods and services Title Defects shall be governed by the terms of such arrangements exclusively handled pursuant to Section 6.3 and not by are excluded from indemnification under this SectionArticle X or otherwise.

Assumption and Indemnification. (a) Except as specifically otherwise provided in the Ancillary Agreements, Thermo Electron shall indemnify, defend and hold harmless the Viasys Kadant Indemnitees from andand against (1) all Indemnifiable Losses arising from or relating to the Thermo Electron Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Viasys Kadant as a consequence of any misstatement or omission of a material fact with respect to Thermo Electron based on information supplied by Thermo Electron in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution, Distribution and related transactions, including including, without limitation, the Information Statement and the Form 10Statement; and (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of Thermo Electron Group contained in this Agreement or any of the Ancillary Agreements. (b) Except as specifically otherwise provided in the Ancillary Agreements, Viasys Kadant shall indemnify, defend and hold harmless the Thermo Electron Indemnitees from and against against (1) all Indemnifiable Losses arising from or relating to the Viasys Kadant Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Thermo Electron as a consequence of any misstatement or omission of a material fact with respect to Viasys Kadant based on information supplied by Viasys Kadant in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution and related transactions, including including, without limitation, the Information Statement and the Form 10Statement; (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of the Viasys Kadant Group contained in this Agreement or any of the Ancillary Agreements; and (4) all Indemnifiable Losses arising from or relating to any obligations of any member of the Thermo Electron Group or its Representatives under any TMO Letter of Credit Guarantees. (c) If any Indemnifiable Loss arises from or relates to both the Thermo Electron Business and the Viasys Kadant Business, Thermo Electron shall indemnify the Viasys Kadant Indemnitees against any portion of such Indemnifiable Loss that pertains more directly to the Thermo Electron Business than to the Viasys Kadant Business, and Viasys Kadant shall indemnify the Thermo Electron Indemnitees against any portion of such Indemnifiable Loss that pertains more directly to the Viasys Kadant Business than to the Thermo Electron Business. (d) Notwithstanding anything to the contrary set forth herein, indemnification relating to any arrangements between any member of the Thermo Electron Group and any member of the Viasys Kadant Group (or any unit of the Viasys Kadant Business) for the provision after the Distribution of goods and services shall be governed by the terms of such arrangements and not by this Section.

Assumption and Indemnification. (a) Except Subject to Sections 4.02 and 4.03(c) and except as specifically otherwise expressly provided in the Ancillary Other Agreements, Thermo Electron from and after the Distribution Date, Monsanto shall retain or assume, as the case may be, and shall indemnify, defend and hold harmless each member of the Viasys Indemnitees Chemicals Group, and each of their Representatives and Affiliates, from and and against, (1) all Indemnifiable Losses arising from or relating to the Thermo Electron Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; Monsanto Liabilities and (2) all Indemnifiable Losses incurred by Viasys as a consequence of any misstatement such member of the Chemicals Group, Representative or omission Affiliate relating to, arising out of a material fact or due to the failure to pay, perform or discharge in due course the Monsanto Liabilities by any member of the Monsanto Group who has an obligation with respect thereto. Chemicals will use reasonable efforts not to take and to cause its wholly-owned Subsidiaries not to take any action outside the ordinary course of business after the Distribution Date which may reasonably be expected to have the effect of increasing Monsanto's or its wholly-owned Subsidiaries' Losses with respect to Thermo Electron based on information supplied by Thermo Electron in any documents Monsanto Liabilities or filings prepared the indemnification provided hereunder, and Chemicals will use reasonable efforts to take and to cause its wholly-owned Subsidiaries to take, at Monsanto's expense, such reasonable action as Monsanto or its wholly-owned Subsidiaries may request to mitigate all such Losses as may be incurred with respect to Monsanto Liabilities for purposes of compliance or qualification under applicable securities laws in connection which Monsanto has agreed to indemnify Chemicals and provided such actions do not unreasonably interfere with the Distribution, and related transactions, including without limitation, the Information Statement and the Form 10; and (3) all Indemnifiable Losses arising from any breach conduct of or failure to perform any obligation on the part of any member of Thermo Electron Group contained in this Agreement or any of the Ancillary AgreementsChemicals' business. (b) Except Subject to Section 4.02 and 4.03(c) and except as specifically otherwise expressly provided in the Ancillary Other Agreements, Viasys from and after the Distribution Date, Chemicals shall retain or assume, as the case may be, and shall indemnify, defend and hold harmless each member of the Thermo Electron Indemnitees Monsanto Group, and each of their Representatives and Affiliates, from and against , (1) all Indemnifiable Losses arising from or relating to the Viasys Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Thermo Electron as a consequence of any misstatement or omission of a material fact with respect to Viasys based on information supplied by Viasys in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution and related transactionsChemicals Liabilities, including without limitation, the Information Statement indebtedness under the Financing Facility, and (2) any and all Losses of any such member of the Form 10; (3) all Indemnifiable Losses Monsanto Group, Representative or Affiliate relating to, arising from any breach out of or due to the failure to pay, perform any obligation on or discharge in due course the part of Chemicals Liabilities by any member of the Viasys Chemicals Group contained in this Agreement or who has an obligation with respect thereto. Monsanto will use reasonable efforts not to take and to cause its wholly-owned Subsidiaries not to take any action outside the ordinary course of business after the Ancillary Agreements; and (4) all Indemnifiable Losses arising from or relating Distribution Date which may reasonably be expected to any obligations have the effect of any member of the Thermo Electron Group increasing Chemicals' or its Representatives under any TMO Letter of Credit Guarantees.wholly-owned Subsidiaries' Losses with respect to Chemicals Liabilities or the indemnification provided hereunder and Monsanto will use reasonable efforts to take and will cause its wholly-owned Subsidiaries to take at Chemicals' expense such reasonable action as Chemicals or its wholly-owned Subsidiaries may reasonably request to mitigate all such Losses as may be incurred with respect to Chemicals Liabilities for which Chemicals has (c) The amount which an Indemnifying Party is required to pay to any Indemnitee pursuant to Section 4.03(a) or (b) shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds and other amounts (including, without limitation, amounts received from Third Parties in respect of other indemnification or contribution obligations of Third Parties) actually recovered by such Indemnitee in reduction of the related Indemnifiable Loss, it being understood and agreed that each member of the Monsanto Group and the Chemicals Group shall use its reasonable best efforts, at the expense of the Indemnifying Party, to collect any such proceeds or other such amounts to which it or any of its wholly-owned Subsidiaries is entitled, without regard to whether it is the Indemnified Party hereunder. If any an Indemnitee receives an Indemnity Payment in respect of an Indemnifiable Loss arises from and subsequently receives Insurance Proceeds or relates to both the Thermo Electron Business and the Viasys Business, Thermo Electron shall indemnify the Viasys Indemnitees against any portion other amounts in respect of such Indemnifiable Loss that pertains more directly Loss, then such Indemnitee shall pay to such Indemnifying Party an amount equal to the Thermo Electron Business than to difference between (1) the Viasys Business, sum of the amount of such Indemnity Payment and Viasys shall indemnify the Thermo Electron Indemnitees against any portion amount of such Insurance Proceeds or other amounts actually received and (2) the amount of such Indemnifiable Loss Loss. An insurer or a Third Party (including, without limitation, purchasers under any assets purchase agreements, real estate agreements or any other agreements relating to Chemicals Liabilities or Monsanto Liabilities, including without limitation, those agreements set forth on Schedule _______, who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that pertains more directly no insurer or any other Third Party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the Viasys Business than to absence of the Thermo Electron Businessindemnification provisions set forth herein) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything If any Indemnity Payment required to be made hereunder or under any Other Agreement is denominated in a currency other than United States dollars, the amount of such payment, at the election of the Indemnifying Party, may be reimbursed in local currency or shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (1) with respect to an Indemnifiable Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution is reimbursed; (2) with respect to an Indemnifiable Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Indemnifiable Loss with the Indemnifying Party; and (3) with respect to an Indemnifiable Loss not described in clause (1) or (2) of this Section 4.03(d), the Foreign Exchange Rate for such currency shall be determined as of the date of payment to a Third Party in the case of such payments or as of the date that notice of the claim with respect to such other Indemnifiable Loss is given to the contrary set forth herein, indemnification relating to any arrangements between any member of Indemnitee. (e) On the Thermo Electron Group and any member of the Viasys Group Distribution Date Chemicals shall assume (or any unit shall cause one of its wholly-owned Subsidiaries to assume) (i) the Viasys Business) for the provision after the Distribution prosecution of goods and services shall be governed by the terms of such arrangements and not by this Section.all claims which are Chemicals Assets

Assumption and Indemnification. (a) Except as specifically otherwise provided in the Ancillary Agreements, Thermo Electron Optek shall indemnify, defend and hold harmless the Viasys Vision Indemnitees from andand against (1) all Indemnifiable Losses arising from or relating to the Thermo Electron Optek Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Viasys Vision as a consequence of any misstatement or omission of a material fact with respect to Thermo Electron Optek based on information supplied by Thermo Electron Optek in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution, and related transactions, including without limitation, the Information Statement and the PAGE Form 10; and (3) all Indemnifiable Losses arising from any breach of or failure toperform any obligation on the part of any member of Optek Group contained in this Agreement or any of the Ancillary Agreements. (b) Except as specifically otherwise provided in the Ancillary Agreements, Vision shall indemnify, defend and hold harmless the Optek Indemnitees from and against (1) all Indemnifiable Losses arising from or relating to the Vision Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Optek as a consequence of any misstatement or omission of a material fact with respect to Vision based on information supplied by Vision in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution and related transactions, including without limitation, the Information Statement and the Form 10; and (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of Thermo Electron the Vision Group contained in this Agreement or any of the Ancillary Agreements. (b) Except as specifically otherwise provided in the Ancillary Agreements, Viasys shall indemnify, defend and hold harmless the Thermo Electron Indemnitees from and against (1) all Indemnifiable Losses arising from or relating to the Viasys Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Thermo Electron as a consequence of any misstatement or omission of a material fact with respect to Viasys based on information supplied by Viasys in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution and related transactions, including without limitation, the Information Statement and the Form 10; (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of the Viasys Group contained in this Agreement or any of the Ancillary Agreements; and (4) all Indemnifiable Losses arising from or relating to any obligations of any member of the Thermo Electron Group or its Representatives under any TMO Letter of Credit Guarantees. (c) If any Indemnifiable Loss arises from or relates to both the Thermo Electron Optek Business and the Viasys Vision Business, Thermo Electron Optek shall indemnify the Viasys Vision Indemnitees against any portion of such Indemnifiable Loss that pertains more directly to the Thermo Electron Optek Business than to the Viasys Vision Business, and Viasys Vision shall indemnify the Thermo Electron Optek Indemnitees against any portion of such Indemnifiable Loss that pertains more directly to the Viasys Vision Business than to the Thermo Electron Optek Business. (d) Notwithstanding anything to the contrary set forth herein, indemnification relating to any arrangements between any member of the Thermo Electron Optek Group and any member of the Viasys Vision Group (or any unit of the Viasys Vision Business) for the provision after the Distribution of goods and services in the ordinary course shall be governed by the terms of such arrangements and not by this Section.

Assumption and Indemnification. (a) Except as specifically otherwise provided in this Agreement, Buyer agrees upon the Ancillary Agreementsoccurrence of Closing (and, Thermo Electron upon the delivery to Buyer of the Conveyance shall indemnifybe deemed to have agreed), defend to assume, and hold harmless the Viasys Indemnitees from and (1) to timely pay and perform, all Indemnifiable Losses arising from or duties, obligations and liabilities relating to the Thermo Electron Businessownership and/or operation of the Properties, whether insofar and only insofar as such Indemnifiable Losses relate duties, obligations and liabilities arise and are attributable to eventsperiods from and after the Effective Date and limited (and attributable) to the interest in the Properties assigned to Buyer by Seller (including, occurrences without limitation, all obligations, Claims and liabilities regarding properly plugging and abandoning any and all xxxxx existing on the Oil and Gas Properties on the date of this Agreement which are described or circumstances occurring referred to on Exhibit D attached hereto, regardless of when drilled, properly abandon or existingde-commission any pipelines or other facilities constituting part of the Properties, and clean up, restore and/or remediate the premises covered by or related to the Oil and Gas Property in accordance with applicable agreements and all applicable law, regulation, order, permit, agreement or lease with regard to pollution, contamination, protection of human health, natural resources, or the physical environment, or the release, spills or disposal (whether onsite or offsite) of hydrocarbons or substances produced in association therewith including those relating to waste materials and/or hazardous substances (all of said obligations and liabilities, herein being referred to as the “Assumed Liabilities”) (including, without limitation, those arising under the contracts and agreements described in Section 1(b) above); provided, however that Buyer in no way assumes or agrees to be responsible for any of Seller’s liability or obligations relating to any hazardous wastes regulated under applicable environmental laws attributable to the Oil and Gas Properties that were disposed of offsite of the leases constituting the Oil and Gas Properties prior to the Effective Date. After Closing, Buyer shall INDEMNIFY, DEFEND AND HOLD HARMLESS Seller and Seller’s parent and subsidiary companies and other affiliates, and directors, officers, members, partners, shareholders, employees, consultants and agents of such Indemnifiable Losses are assertedparties, before respectively, harmless from and against any and all claims, actions, liabilities, losses, damages, costs or expenses (including court costs and attorneys’ fees) of any kind or character arising out of or otherwise relating to the Assumed Liabilities, REGARDLESS OF WHETHER OR NOT THE LIABILITIES, LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE OR RESULTED SOLELY OR IN PART FROM THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY SELLER OR ANY INDEMNIFIED PARTY; provided, however, that Buyer is not herein assuming any liability attributable to any actions of Seller (or other indemnified party hereunder) after the Closing Date which constitutes gross negligence. In connection with (but not in limitation of) the foregoing, but subject to the other provisions of this Agreement (including, without limitation, Section 14(b) below), it is specifically understood and agreed that Assumed Liabilities shall also include all obligations to properly plug and abandon, or replug and re-abandon, any xxxxx drilled on or after the Distribution Date; (2) all Indemnifiable Losses incurred by Viasys as a consequence of any misstatement or omission of a material fact with respect to Thermo Electron based on information supplied by Thermo Electron in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution, Effective Date and related transactions, including without limitation, the Information Statement and the Form 10; and (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation located on the part of any member of Thermo Electron Group contained in this Agreement or any of the Ancillary AgreementsProperties. (b) Except as specifically otherwise provided in the Ancillary Agreements, Viasys shall indemnify, defend and hold harmless the Thermo Electron Indemnitees from and against (1) all Indemnifiable Losses arising from or relating to the Viasys Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Thermo Electron as a consequence of any misstatement or omission of a material fact with respect to Viasys based on information supplied by Viasys in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution and related transactions, including without limitation, the Information Statement and the Form 10; (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of the Viasys Group contained in this Agreement or any of the Ancillary Agreements; and (4) all Indemnifiable Losses arising from or relating to any obligations of any member of the Thermo Electron Group or its Representatives under any TMO Letter of Credit Guarantees. (c) If any Indemnifiable Loss arises from or relates to both the Thermo Electron Business and the Viasys Business, Thermo Electron shall indemnify the Viasys Indemnitees against any portion of such Indemnifiable Loss that pertains more directly to the Thermo Electron Business than to the Viasys Business, and Viasys shall indemnify the Thermo Electron Indemnitees against any portion of such Indemnifiable Loss that pertains more directly to the Viasys Business than to the Thermo Electron Business. (d) Notwithstanding anything to the contrary set forth herein, indemnification relating to any arrangements between any member of the Thermo Electron Group and any member of the Viasys Group (or any unit of the Viasys Business) for the provision after the Distribution of goods and services shall be governed by the terms of such arrangements and not by this Section.

Assumption and Indemnification. (a) Except as specifically otherwise provided in the Ancillary Agreements, Thermo Electron First Union shall indemnify, defend and hold harmless the Viasys Impark Indemnitees from andand against (1) all Indemnifiable Losses arising from or relating to the Thermo Electron First Union Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Viasys Impark as a consequence of any misstatement or omission of a material fact with respect to Thermo Electron First Union based on information supplied by Thermo Electron First Union in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution, and related transactions, including without limitation, the Information Statement and the Form 10; and (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of Thermo Electron First Union Group contained in this Agreement MOU or any of the Ancillary Agreements. (b) Except as specifically otherwise provided in the Ancillary Agreements, Viasys Impark shall indemnify, defend and hold harmless the Thermo Electron First Union Indemnitees from and against against (1) all Indemnifiable Losses arising from or relating to the Viasys Impark Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Thermo Electron First Union as a consequence of any misstatement or omission of a material fact with respect to Viasys Impark based on information supplied by Viasys Impark in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution and related transactions, including without limitation, the Information Statement and the Form 10; and (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of the Viasys Impark Group contained in this Agreement MOU or any of the Ancillary Agreements; and (4) all Indemnifiable Losses arising from or relating to any obligations of any member of the Thermo Electron Group or its Representatives under any TMO Letter of Credit Guarantees. (c) If any Indemnifiable Loss arises from or relates to both the Thermo Electron First Union Business and the Viasys Impark Business, Thermo Electron First Union shall indemnify the Viasys Impark Indemnitees against any portion of such Indemnifiable Loss that pertains more directly to the Thermo Electron First Union Business than to the Viasys Impark Business, and Viasys Impark shall indemnify the Thermo Electron First Union Indemnitees against any portion of such Indemnifiable Loss that pertains more directly to the Viasys Impark Business than to the Thermo Electron First Union Business, each as determined in good faith negotiations between the parties. (d) Notwithstanding anything to the contrary set forth herein, indemnification relating to any arrangements between any member of the Thermo Electron First Union Group and any member of the Viasys Impark Group (or any unit of the Viasys Impark Business) for the provision after the Distribution of goods and services in the ordinary course shall be governed by the terms of such arrangements and not by this Section.

Assumption and Indemnification. (a) Except as specifically otherwise provided in the Ancillary Agreements, Thermo Electron Optek shall indemnify, defend and hold harmless the Viasys Vision Indemnitees from andand against (1) all Indemnifiable Losses arising from or relating to the Thermo Electron Optek Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Viasys Vision as a consequence of any misstatement or omission of a material fact with respect to Thermo Electron Optek based on information supplied by Thermo Electron Optek in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution, and related transactions, including without limitation, the Information Statement and the Form 10; and (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of Thermo Electron Optek Group contained in this Agreement or any of the Ancillary Agreements. (b) Except as specifically otherwise provided in the Ancillary Agreements, Viasys Vision shall indemnify, defend and hold harmless the Thermo Electron Optek Indemnitees from and against (1) all Indemnifiable Losses arising from or relating to the Viasys Vision Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Thermo Electron Optek as a consequence of any misstatement or omission of a material fact with respect to Viasys Vision based on information supplied by Viasys Vision in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution and related transactions, including without limitation, the Information Statement and the Form 10; and (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of the Viasys Vision Group contained in this Agreement or any of the Ancillary Agreements; and (4) all Indemnifiable Losses arising from or relating to any obligations of any member of the Thermo Electron Group or its Representatives under any TMO Letter of Credit Guarantees. (c) If any Indemnifiable Loss arises from or relates to both the Thermo Electron Optek Business and the Viasys Vision Business, Thermo Electron Optek shall indemnify the Viasys Vision Indemnitees against any portion of such Indemnifiable Loss that pertains more directly to the Thermo Electron Optek Business than to the Viasys Vision Business, and Viasys Vision shall indemnify the Thermo Electron Optek Indemnitees against any portion of such Indemnifiable Loss that pertains more directly to the Viasys Vision Business than to the Thermo Electron Optek Business. (d) Notwithstanding anything to the contrary set forth herein, indemnification relating to any arrangements between any member of the Thermo Electron Optek Group and any member of the Viasys Vision Group (or any unit of the Viasys Vision Business) for the provision after the Distribution of goods and services in the ordinary course shall be governed by the terms of such arrangements and not by this Section.