Common use of Buyer’s Indemnification Clause in Contracts

Buyer’s Indemnification. Provided that the Closing occurs, except for matters for which Seller has an indemnification obligation hereunder, Buyer shall release, defend, indemnify and hold harmless Seller, its partners, and their respective officers, directors, employees, agents, partners, representatives, members, shareholders, affiliates, subsidiaries, successors and assigns (collectively, the “Seller Indemnitees”) from and against any and all claims, damages, liabilities, losses, causes of action, costs and expenses (including, without limitation, those involving theories of negligence or strict liability and including court costs and attorneys’ fees) (collectively, the “Losses”) to the extent resulting from or arising out of, (a) the Assumed Obligations, (b) any breach by Buyer of any of Buyer’s representations and warranties contained in Article VI or (c) any breach by Buyer of its covenants hereunder, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES. Buyer’s indemnification obligation under Section 14.03(b) and Section 14.03(c) (other than as applicable to breaches of Buyer under Sections 3.05(b), 3.08, 4.04(b), Article IX, 10.02, 10.03, 10.05(a), Article XII, Article XVII and Article XVI only) shall apply only if Seller has provided Buyer with written notice claiming indemnification under those provisions within twelve (12) months following Closing and (2) shall only apply after a deductible percentage of two percent (2%) of the Purchase Price, and then only to the extent of the excess of the claims above the two percent (2%) deductible of the Purchase Price and (3) shall never exceed a maximum aggregate sum of fifteen percent (15%) of the Purchase Price, inclusive of attorneys’ fees and all other expenses of litigation.

Buyer’s Indemnification. Provided that the Closing occurs, except for matters for which Seller has an indemnification obligation hereunder, Buyer shall release, defend, indemnify and hold harmless Seller, its partners, and their respective officers, directors, employees, agents, partners, representatives, members, shareholders, affiliates, subsidiaries, successors and assigns (collectively, the “Seller Indemnitees”) from and against any and all claims, damages, liabilities, losses, causes of action, costs and expenses (including, without limitation, those involving theories of negligence or strict liability and including court costs and attorneys’ fees) (collectively, the “Losses”) to the extent resulting from or arising out of, (a) the Assumed Obligations, (b) any breach by Buyer of any of Buyer’s representations and warranties contained in Article VI or (c) any breach by Buyer of its covenants hereunder, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES. Buyer’s indemnification obligation under Section 14.03(b) and Section 14.03(c) (other than as applicable to breaches of Buyer under Sections 3.05(b3.05 (b), 3.08, 4.04(b), Article IX, 10.02, 10.03, 10.05(a), Article XII, Article XVII and Article XVI only) shall apply only if Seller has provided Buyer with written notice claiming indemnification under those provisions within twelve (12) months following Closing and (2) shall only apply after a deductible percentage of two percent (2%) of the Purchase Price, and then only to the extent of the excess of the claims above the two percent (2%) deductible of the Purchase Price and (3) shall never exceed a maximum aggregate sum of fifteen percent (15%) of the Purchase Price, inclusive of attorneys’ fees and all other expenses of litigation.

Buyer’s Indemnification. Provided that Subject to the Closing occurs, except for matters for which Seller has an indemnification obligation hereunderfurther provisions of this Article VIII, Buyer shall releaseindemnify, defend, indemnify defend and hold harmless Seller, Seller and its partners, Affiliates and their respective officers, directors, employees, agents, partners, representatives, members, shareholders, affiliates, subsidiaries, successors and assigns Representatives (collectively, the “Seller IndemniteesIndemnified Parties”) from and against and in respect of any and all claimsLosses, damagesnet of any insurance proceeds or Tax benefits actually recovered or recoverable by any Seller Indemnified Party (it being agreed that each Seller Indemnified Party shall use commercially reasonable efforts to seek and obtain such recoveries), liabilitiesresulting from, lossesin connection with, causes of action, costs and expenses (including, without limitation, those involving theories of negligence or strict liability and including court costs and attorneys’ fees) (collectively, the “Losses”) to the extent resulting from or arising out of, : (a) the Assumed Obligations, any inaccuracy or breach of any representation or warranty made by Buyer in Article V of this Agreement; (b) the failure of Buyer to comply with any of the covenants in this Agreement; (c) any Assumed Liability, including Liabilities of Buyer under Section 6.7 relating to Mixed Use Contracts to be performed by Buyer; (d) any Liability to the extent relating to the operation by Buyer or Buyer’s Affiliates, successors or assigns of the Purchased Assets or the DSD Business after the Closing, including any obligations of Buyer to the Hired Personnel or their representatives under the National Labor Relations Act, as amended from time to time; (e) any claim made by any employee or former employee of the DSD Business at any time under any Buyer Employee Plan for benefits, compensation, bonus, severance, salary or benefits continuation, or retention pay; (f) any breach by Buyer of the covenant in Section 6.2(d) and any withdrawal liability or secondary Liability (or payments relating thereto) incurred by Seller on or after the Closing as set forth in Section 1.4(d) in relation to any Assumed Multiemployer Plan and as set forth in Section 6.2(d); (g) any Liabilities incurred by Seller under the WARN Act and any state WARN statutes as a result of any layoffs by Buyer at any Transferred Facility following the Closing, except to the extent attributable to any inaccuracy of the list provided by Seller under Section 3.2(h)(i); (h) any Liability arising under the WARN Act or any applicable state WARN statute arising out of or relating to the sale transaction as provided herein, including any Liability resulting from any employment losses initiated by the Buyer after the Closing Date, except to the extent attributable to any inaccuracy of the list provided by Seller under Section 3.2(h)(i); (i) any claims for and Liabilities under the Severance Plans to the extent such Liabilities arise from (i) the termination by Seller of the employment of a Person to whom Buyer is obligated to offer employment under Section 6.2(a) by reason of an alleged failure of Buyer to provide benefits comparable to those provided by Seller immediately prior to the Closing, or (ii) termination by Seller by reason of Buyer’s representations and warranties contained in Article VI or breach of Section 6.2(a); (cj) any breach by Liability for which Buyer of its covenants hereunder, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES. is obligated pursuant to Section 1.2; (k) Buyer’s indemnification obligation under Section 14.03(bfailure to assume and comply with the Labor Contracts; and (l) and Section 14.03(c) (Buyer’s relocation of any Hired Personnel during the 90-day period following the Closing to any location other than as applicable to breaches of Buyer under Sections 3.05(b), 3.08, 4.04(b), Article IX, 10.02, 10.03, 10.05(a), Article XII, Article XVII and Article XVI only) shall apply only if Seller has provided Buyer with written notice claiming indemnification under those provisions within twelve (12) months following Closing and (2) shall only apply after a deductible percentage of two percent (2%) of the Purchase Price, and then only to the extent of the excess of the claims above the two percent (2%) deductible of the Purchase Price and (3) shall never exceed a maximum aggregate sum of fifteen percent (15%) of the Purchase Price, inclusive of attorneys’ fees and all other expenses of litigationan Approved Location.

Buyer’s Indemnification. Provided that the Closing occurs, except for matters for which Seller has an indemnification obligation hereunder, Buyer shall release, defend, indemnify and hold harmless Seller, its partners, and their respective officers, directors, employees, agents, partners, representatives, members, shareholders, affiliates, subsidiaries, successors and assigns (collectively, the “Seller Indemnitees”) from and against any and all claims, damages, liabilities, losses, causes of action, costs and expenses (including, without limitation, those involving theories of negligence or strict liability and including court costs and attorneys’ fees) (collectively, the “Losses”) to the extent resulting from or arising out of, (a) the Assumed Obligations, (b) any breach by Buyer of any of Buyer’s representations and warranties contained in Article VI or (c) any breach by Buyer of its covenants hereunder, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES. Buyer’s indemnification obligation under Section 14.03(b) and Section 14.03(c) (other than as applicable to breaches of Buyer under Sections 3.05(b3.05 (b), 3.08, 4.04(b), Article IX, 10.02, 10.03, 10.05(a), 12.02, Article XII, Article XVII XVI, and Article XVI XVII only) shall apply only if Seller has provided Buyer with written notice claiming indemnification under those provisions within twelve (12) months following Closing and (2) shall only apply after a deductible percentage of two percent (2%) of the Purchase Price, and then only to the extent of the excess of the claims above the two percent (2%) deductible of the Purchase Price and (3) shall never exceed a maximum aggregate sum of fifteen percent (15%) of the Purchase Price, inclusive of attorneys’ fees and all other expenses of litigation.

Buyer’s Indemnification. Provided that the Closing occurs, except for matters for which Seller has an indemnification obligation hereunder, Buyer shall release, defend, indemnify and hold harmless Seller, its partners, and their respective officers, directors, employees, agents, partners, representatives, members, shareholders, affiliates, subsidiaries, successors and assigns (collectively, the “Seller Indemnitees”) from and against any and all claims, damages, liabilities, losses, causes of action, costs and expenses (including, without limitation, those involving theories of negligence or strict liability and including court costs and attorneys’ fees) (collectively, the “Losses”) to the extent resulting from or arising out of, (a) the Assumed Obligations, (b) any breach by Buyer of any of Buyer’s representations and warranties contained in Article VI or (c) any breach by Buyer of its covenants hereunder, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES. Buyer’s indemnification obligation under Section 14.03(b) and Section 14.03(c) (other than as applicable to breaches of Buyer under Sections 3.05(bSections3.05 (b), 3.08, 4.04(b), Article IX, 10.02, 10.03, 10.05(a), Article XII, Article XVII and Article XVI only) shall apply only if Seller has provided Buyer with written notice claiming indemnification under those provisions within twelve (12) months following Closing and (2) shall only apply after a deductible percentage of two percent (2%) of the Purchase Price, and then only to the extent of the excess of the claims above the two percent (2%) deductible of the Purchase Price and (3) shall never exceed a maximum aggregate sum of fifteen percent (15%) of the Purchase Price, inclusive of attorneys’ fees and all other expenses of litigation.

Buyer’s Indemnification. Provided that Without regard to the Closing occurs, except for matters for which Seller has an indemnification obligation hereunderlimitations in Section 10.7, Buyer shall release, defend, will indemnify and hold harmless Seller from, against and in respect of any liability of Seller or the Acquired Companies for (i) any Taxes imposed on Seller or the Acquired Companies with respect to any period beginning after the Closing Date (a "Post-Closing Tax Period") and any portion of any Straddle Period beginning immediately after the Closing Date (a "Post-Closing Straddle Period"); (ii) the portion of the Transfer Taxes for which Buyer is liable pursuant to Section 2.7; (iii) all Taxes of Seller, its partnersAffiliates and the Acquired Companies attributable to operations, acts or omissions of Buyer or the Acquired Companies occurring on the Closing Date after the Closing other than in the Ordinary Course of Business (including but not limited to the making of any Tax elections on the Closing Date after the Closing and their respective officersany merger, directorsconsolidation, employees, agents, partners, representatives, members, shareholders, affiliates, subsidiaries, successors or liquidation of the Acquired Companies occurring on the Closing Date after the Closing); and assigns (collectivelyiv) in the event that a Section 338(h)(10) Election is made pursuant to Section 2.6, the “excess, if any, of (i) the amount of Taxes for which Seller Indemnitees”is liable (including pursuant to Sections 2.7 and 10.9(a)) resulting from and against any and all claimsthe transactions contemplated hereby, damages, liabilities, losses, causes of action, costs and expenses (including, without limitation, those involving theories of negligence or strict liability and including court costs and attorneys’ fees) (collectively, the “Losses”) transactions consummated pursuant to the extent resulting from or arising out ofRestructuring, over (aii) the Assumed Obligations, amount of Taxes for which Seller would have been liable (bincluding pursuant to Sections 2.7 and 10.9(a)) any breach by Buyer of any of Buyer’s representations and warranties contained in Article VI or (c) any breach by Buyer of its covenants hereunder, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES. Buyer’s indemnification obligation under Section 14.03(b) and Section 14.03(c) (other than as applicable to breaches of Buyer under Sections 3.05(b), 3.08, 4.04(b), Article IX, 10.02, 10.03, 10.05(a), Article XII, Article XVII and Article XVI only) shall apply only if Seller has provided Buyer with written notice claiming indemnification under those provisions within twelve (12) months following Closing and (2) shall only apply after a deductible percentage of two percent (2%) result of the Purchase Pricetransactions contemplated hereby, and then only including the transactions consummated pursuant to the extent of the excess of the claims above the two percent (2%Restructuring, if no such Section 338(h)(10) deductible of the Purchase Price and (3) shall never exceed a maximum aggregate sum of fifteen percent (15%) of the Purchase Price, inclusive of attorneys’ fees and all other expenses of litigationElection had been made.

Buyer’s Indemnification. Provided that (a) If the Closing occurs, except for matters for which Seller has an indemnification obligation hereunderthe Buyer, Buyer shall releasesubject to the limitations set forth in this Article 9, defend, will indemnify the Sellers against and hold harmless Seller, its partners, and their respective officers, directors, employees, agents, partners, representatives, members, shareholders, affiliates, subsidiaries, successors and assigns (collectively, the “Seller Indemnitees”) from and against in respect of any and all claims, damages, liabilities, losses, causes of action, costs and expenses (Losses including, without limitation, those involving theories arising under Environmental Requirements, net of negligence any Net Insurance Recovery received by the Sellers with respect to any such Losses, reduced by the value of any net Tax benefit or strict liability Tax savings realized or reasonably determined to be realizable by the Sellers as a result of or related to any such Losses (including without limitation a Tax deduction or loss, basis adjustment and/or shifting of income, deductions, gains, losses and/or credits) and increased by any Tax incurred or reasonably expected to be incurred by the Sellers as a result of or related to any such Losses (including court costs and attorneys’ feeswithout limitation any Tax related to the inclusion, if required by law, in gross income of insurance proceeds or a payment pursuant to this Section 9.3(a)), that are paid, suffered or incurred by the Sellers as a result of (i) the breach of any representation or warranty made by the Buyer in Article 4 of this Agreement, (collectivelyii) the breach of any covenant made by Buyer in this Agreement, (iii) any Assumed Liability, or (iv) the operations of the Business after the Closing Date. For purposes of determining the Seller's Losses, the “Losses”value of a net Tax benefit or Tax saving or the cost of a net Tax cost shall be determined by the Accountant for the Sellers, using the assumptions and methods described in Section 9.2(a) and subject to the extent resulting from or arising out of, (a) the Assumed Obligations, procedures described therein). (b) any breach by Notwithstanding anything to the contrary in this Agreement, the aggregate Liability of the Buyer of any of Buyer’s representations and warranties contained in Article VI or (c) any breach by Buyer of its covenants hereunder, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES. Buyer’s indemnification obligation under pursuant to Section 14.03(b) and Section 14.03(c9.3(a)(i) (other than Losses incurred by reason of the breach of a representation or warranty contained in Sections 4.1, 4.2, 4.6, 4.7 or 4.8), will not exceed $27,000,000. (c) Buyer shall have no Liability in respect of a claim for indemnification pursuant to Section 9.3(a)(i) unless (i) notice of such claim (describing the basic facts or events, the existence or occurrence of which constitute or have resulted in the alleged breach of a representation or warranty made in this Agreement) has been given to the Buyer during the survival period set forth in Section 9.1, (ii) each such claim resulting from the single misrepresentation or breach that forms the basis for such claim is for Losses equal to or in excess of $75,000; PROVIDED, that for purposes of this clause (ii) all claims for Losses arising out of the same facts or events resulting in such misrepresentations or breach shall be treated as applicable a single claim; and (iii) the Sellers have paid, suffered or incurred Losses by reason of all breaches of the representations and warranties of Buyer in respect of which the Sellers would otherwise be entitled to be indemnified under this Article 9 which Losses in the aggregate exceed $1,200,00, after which the Buyer will be obligated to indemnify the Sellers for amounts in excess of $1,200,000; PROVIDED, that the limitations set forth in clause (iii) shall not apply to Losses incurred by reason of a breach of a representation or warranty contained in Sections 4.1, 4.2, 446, 4.7 or 4.8. (d) Any payment pursuant to this Article 9, made by Buyer Indemnitors to the Sellers will be deemed an adjustment in the Cash Purchase Price. (e) Any claim by the Sellers for indemnification under Section 9.3 will be made in accordance with this Section 9.3. (f) The rights of the Sellers under Sections 5.21(b), 8.1, 8.2 and this Section 9.3 will be the exclusive remedy of the Sellers with respect to breaches by Buyer of representations and warranties or covenants contained in or made pursuant to this Agreement. (g) In the event that the Buyer under Sections 3.05(b)is obligated to indemnify the Sellers pursuant to this Article 9, 3.08Buyer will, 4.04(b)upon payment of such indemnity, Article IX, 10.02, 10.03, 10.05(a), Article XII, Article XVII and Article XVI only) shall apply only if Seller has provided Buyer with written notice claiming indemnification under those provisions within twelve (12) months following Closing and (2) shall only apply after a deductible percentage of two percent (2%) be subrogated to all rights of the Purchase Price, and then only Sellers with respect to the extent of the excess of the claims above the two percent (2%) deductible of the Purchase Price and (3) shall never exceed a maximum aggregate sum of fifteen percent (15%) of the Purchase Price, inclusive of attorneys’ fees and all other expenses of litigationto which such indemnification relates.

Buyer’s Indemnification. Provided that the Closing occurs, except for matters for which Seller has an indemnification obligation hereunder, Buyer shall release, defend, indemnify and hold harmless Seller, its partners, and their respective officers, directors, employees, agents, partners, representatives, members, shareholders, affiliates, subsidiaries, successors and assigns (collectively, the “Seller Indemnitees”) from and against any and all claims, damages, liabilities, losses, causes of action, costs and expenses (including, without limitation, those involving theories of negligence or strict liability and including court costs and attorneys’ fees) (collectively, the “Losses”) to the extent resulting from or arising out of, (a) the Assumed Obligations, (b) any breach by Buyer of any of Buyer’s representations and warranties contained in Article VI or (c) any breach by Buyer of its covenants hereunder, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES. Buyer’s indemnification obligation under Section 14.03(b) and Section 14.03(c) (other than as applicable to breaches of Buyer under Sections 3.05(b), 3.08, 4.04(b), Article IX, 10.02, 10.03, 10.05(a), 12.02, Article XII, Article XVII XVI, and Article XVI XVII only) shall apply only if Seller has provided Buyer with written notice claiming indemnification under those provisions within twelve (12) months following Closing and (2) shall only apply after a deductible percentage of two percent (2%) of the Purchase Price, and then only to the extent of the excess of the claims above the two percent (2%) deductible of the Purchase Price and (3) shall never exceed a maximum aggregate sum of fifteen percent (15%) of the Purchase Price, inclusive of attorneys’ fees and all other expenses of litigation.

Buyer’s Indemnification. Provided that (a) Buyer and Servisair USA, Inc., jointly and severally (Buyer and Servisair USA, Inc., for the Closing occurspurposes of this Article 9 only, except for matters for which Seller has an indemnification obligation hereunder, Buyer are referred to collectively as "Buyer") shall release, defend, indemnify and hold harmless Seller, its partners, and their respective officers, directors, employees, agents, partners, representatives, members, shareholders, affiliates, subsidiaries, successors and assigns Seller (collectively, the “Seller Indemnitees”) from and against any and all claims, damages, liabilities, losses, causes of action, costs and expenses (including, without limitation, those involving theories of negligence or strict liability but only up to and including court costs and attorneys’ fees) (collectively, the “Losses”) an amount equal to the extent resulting from Purchase Price) against Losses incurred or arising out of, suffered by Seller as a direct result of (a) the Assumed Obligations, (bi) any breach by of the warranties, representations and covenants of Buyer of contained in this Agreement, or any schedule or exhibit hereto and (ii) any of Buyer’s representations and warranties contained in Article VI the Assumed Liabilities or (c) any breach by Buyer the operation of its covenants hereunder, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEESthe Business following Closing. Buyer’s indemnification The obligation under Section 14.03(b) and Section 14.03(c) (other than as applicable to breaches of Buyer under Sections 3.05(b), 3.08, 4.04(b), Article IX, 10.02, 10.03, 10.05(a), Article XII, Article XVII and Article XVI only) to provide the indemnity granted pursuant to this (S)9.2 shall not apply only if Seller has provided Buyer with written notice claiming indemnification under those provisions within twelve for amounts in controversy which do not total at least one per cent (12) months following Closing and (2) shall only apply after a deductible percentage of two percent (21%) of the Purchase PricePrice (hereafter, the "Indemnity Threshold") provided, however, that the Indemnity Threshold shall not apply to obligations of Buyer under the Assumed Liabilities which arise or occur after the Closing; and provided further, however, that once the amount in controversy exceeds the Indemnity Threshold, Buyer's indemnity obligation applies to all amounts in controversy, without deduction or setoff. The obligation of Buyer to provide the indemnity granted pursuant to this (S)9.2 shall also be reduced pari passu with the receipt by Seller of insurance proceeds as compensation for the Losses, and then only if Buyer shall have previously indemnified Seller for such Losses, Seller shall remit such insurance proceeds to Buyer, in an amount equal to the lesser of (i)Buyer's previous payments to Seller in respect of such Losses or (ii) the amount received by Seller from its insurance carrier(s). (b) Buyer shall indemnify and hold harmless Seller for and against all Losses incurred or suffered as a result of, any environmental Loss or environmental Losses resulting from any release of or presence of a Hazardous Substance into, on, from or upon the Premises or any off-site location to which Hazardous Substances generated at the Premises were disposed of or releases, or violation of Environmental Law, to the extent such Losses were caused by conditions arising subsequent to Closing or violations by Buyer of Environmental Laws subsequent to Closing. (c) Seller shall take and cause its affiliates (including their respective directors, officers, employees and agents) to take all reasonable steps to mitigate any Loss described in Section 9.2(a) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring minimal costs to remedy the excess of breach, event or condition which gives rise to the claims above the two percent (2%) deductible of the Purchase Price and (3) shall never exceed a maximum aggregate sum of fifteen percent (15%) of the Purchase Price, inclusive of attorneys’ fees and all other expenses of litigationLoss.

Buyer’s Indemnification. Provided that (a) Buyer, subject to the Closing occurslimitations set forth in this Section, except for matters for which Seller has an indemnification obligation hereunder, Buyer shall release, defend, will indemnify the Sellers against and hold harmless Seller, its partners, and their respective officers, directors, employees, agents, partners, representatives, members, shareholders, affiliates, subsidiaries, successors and assigns (collectively, the “Seller Indemnitees”) from and against in respect of any and all claimsLosses, damages, liabilities, losses, causes of action, costs and expenses (including, without limitation, those involving theories of negligence or strict liability and including court costs and attorneys’ fees) (collectively, the “Losses”) other than Losses to the extent resulting from recoverable by Sellers under any applicable insurance policy and net of the present value of any tax benefit to Sellers as a result of such Losses, which may be incurred by reason of (i) the breach of any representation or warranty made by Buyer in Section 4 hereof or (ii) any breach of any covenant made by Buyer in this Agreement. Buyer will so indemnify the Sellers as a result of Losses which may be incurred by such Sellers arising out of, (a) of the Assumed Obligations, operations of the Company after the Closing Date. (b) Notwithstanding anything to the contrary in this Agreement (but subject to the last sentence of this Section 9.3(b)), (i) the aggregate liability of Buyer pursuant to Section 9.3(a) will not exceed ten percent of the Sellers Redemption Price; (ii) Buyer will have no liability or obligation to Sellers pursuant to Section 9.3(a) or otherwise for any Losses arising out of any breach by Buyer of any representation or warranty made in this Agreement if (x) disclosed in this Agreement or the Disclosure Schedule hereto or (y) Sellers had Knowledge of Buyer’s such breach as a result of the disclosures made in this Agreement or in the Disclosure Schedule hereto and (iii) Sellers will be entitled to recover no consequential damages pursuant to this Section 9.3. Notwithstanding the above, the limitations of this Section 9.3(b) shall not apply to a breach of Buyer covenants contained in Section 2.1 or 2.3(g). (c) No claim for indemnification may be made by Sellers pursuant to Section 9.3(a)(i), (i) unless notice of such claim (describing the basic facts or events, the existence or occurrence of which constitute or have resulted in the alleged breach of a representation or warranty made in this Agreement) has been given to Buyer during the survival period set forth in Section 9.1, and (ii) until such claims for which Losses are otherwise recoverable hereunder by Sellers are in excess of the aggregate of 2% of the Sellers Redemption Price (other than Losses to the extent recoverable by Sellers under any applicable insurance policy and net of the present value of any tax benefit to Sellers as a result of such Losses) after which such Sellers will be entitled to make any such claim for amounts in excess of such threshold, and (iii) unless the amount of such claim as finally determined exceeds $10,000. (d) Any payment pursuant to this Section 9, made by Buyer to Sellers will be deemed an adjustment to the Sellers Redemption Price. (e) The rights of Sellers under this Section 9.3 will be the exclusive remedy of such Sellers with respect to breaches by Buyer of representations and warranties or covenants contained in Article VI or made pursuant to this Agreement. (cf) any breach by In the event that Buyer is obligated to indemnify Sellers pursuant to this Section 9, Buyer will, upon payment of its covenants hereundersuch indemnity, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES. Buyer’s be subrogated to all rights of Sellers with respect to claims to which such indemnification obligation under Section 14.03(b) and Section 14.03(c) (other than as applicable to breaches of Buyer under Sections 3.05(b), 3.08, 4.04(b), Article IX, 10.02, 10.03, 10.05(a), Article XII, Article XVII and Article XVI only) shall apply only if Seller has provided Buyer with written notice claiming indemnification under those provisions within twelve (12) months following Closing and (2) shall only apply after a deductible percentage of two percent (2%) of the Purchase Price, and then only to the extent of the excess of the claims above the two percent (2%) deductible of the Purchase Price and (3) shall never exceed a maximum aggregate sum of fifteen percent (15%) of the Purchase Price, inclusive of attorneys’ fees and all other expenses of litigationrelates.

Buyer’s Indemnification. Provided that the Closing occurs, except for matters for which Seller has an indemnification obligation hereunder, Buyer shall release, defend, indemnify and hold harmless Seller, its partners, and their respective officers, directors, employees, agents, partners, representatives, members, shareholders, affiliates, subsidiaries, successors and assigns (collectively, the “Seller Indemnitees”) from and against any and all claims, damages, liabilities, losses, causes of action, costs and expenses (including, without limitation, those involving theories of negligence or strict liability and including court costs and attorneys’ fees) (collectively, the “Losses”) to the extent resulting from or arising out of, (a) the Assumed Obligations, (b) any breach by Buyer of any of Buyer’s representations and warranties contained in Article VI or (c) any breach by Buyer of its covenants hereunder, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES. Buyer’s indemnification obligation under Section 14.03(b) and Section 14.03(c) (other than as applicable to breaches of Buyer under Sections 3.05(bSections3.05(b), 3.08, 4.04(b), Article IX, 10.02, 10.03, 10.05(a), Article XII, Article XVII and Article XVI only) shall apply only if Seller has provided Buyer with written notice claiming indemnification under those provisions within twelve (12) months following Closing and (2) shall only apply after a deductible percentage of two percent (2%) of the Purchase Price, and then only to the extent of the excess of the claims above the two percent (2%) deductible of the Purchase Price and (3) shall never exceed a maximum aggregate sum of fifteen percent (15%) of the Purchase Price, inclusive of attorneys’ fees and all other expenses of litigation.