Common use of By Sellers Clause in Contracts

By Sellers. (a) From the Closing Date through and including the fourth (4th) yearly anniversary date thereof, Sellers shall fully and promptly pay, perform, discharge, defend, indemnify and hold harmless Purchaser, its affiliates and parents and their respective directors, officers, and employees (collectively, the "Purchaser Group") from all claims, demands, liabilities, actions or suits, losses, costs or damages and expenses, including reasonable attorneys' fees ("Claim or Loss" or in the aggregate, "Claims and Losses") made against or incurred by the Purchaser Group, which arise out of or are based upon: (i) any misrepresentation or breach of warranty of Sellers, subject to the limitation set forth in Section 9.1, or (ii) any breach or non-fulfillment of any covenant or agreement of Sellers under this Agreement; or (iii) public or private third party Claims and Losses resulting from the operation of the Business prior to the Closing Date, except for ordinary product warranty claims. (b) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses to the extent that such Claims and Losses are specifically reserved for on the Closing Statements. (c) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses to the extent that such Claims and Losses are insured against by any policies of insurance in existence on or prior to the Closing. (d) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses until such time, if ever, as the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) exceed Five Hundred Thousand Dollars ($500,000). If the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) shall exceed Five Hundred Thousand Dollars ($500,000), Sellers shall be liable to indemnify the Purchaser Group for all Claims and Losses arising under Section 7.1.1(a), including those included in determining the preceding Five Hundred Thousand Dollars ($500,000) aggregate "basket", subject to Sections 7.1.1(b) and (c). (e) Notwithstanding anything contained in Sections 4.17.9, 7.1.1(a) and/or (d) to the contrary, Sellers total cumulative indemnification liability to the Purchaser Group shall be payable solely from, and shall be limited strictly to the extent of, all the funds at any time existing in the Escrow Account; except that, as to the following specific categories of Claims and Losses, MARCIA KAY RADELET (as a prim▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ot as a guarantor, and without those defenses available under applicable law to a surety), first as Trustee of THE HALOPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, shall defend, indemnify and hold harmless the Purchaser Group from funds outside of the Escrow Account: (i) tax liabilities post-Closing in regard to (A) the payments to Sellers, or any of them, or any Trust beneficiary, from HHI; (B) the valuation of the Excluded Stock; and (C) the removal or purchase of the Excluded Stock or other assets from HHI at any time on or before the Closing Date; and (ii) any Environmental Claim arising with respect to the underground storage tank identified on Schedule 7.1.1(e); and (iii) a breach of any of the representations contained in Sections 4.1 and 4.2. (f) Notwithstanding anything contained in Section 7.1.1(e) to the contrary, the Purchaser Group may elect to charge the Escrow Account for any Claims and Losses for which MARCIA KAY RADELET, first as ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇OPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, agreed to defend, indemnify and hold harmless the Purchaser Group under subparts (i), (ii) and (iii) above, and in such event, MARCIA KAY RADELET shall ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇er repay such charged amounts to the Escrow Account.

By Sellers. (a) From the Closing Date through and including the fourth (4th) yearly anniversary date thereof, Sellers shall fully jointly and promptly payseverally, performindemnify, discharge, defend, indemnify ---------- defend and hold harmless PurchaserCOMPS, and its affiliates and parents and their respective officers, directors, officersemployees, agents, successors and employees assigns (collectively the "COMPS Group") from and against any and all costs, losses (including, without limitation, diminution in value), Liabilities, damages, lawsuits, deficiencies, claims and expenses, including without limitation, interest, penalties, costs of mitigation, lost profits and other losses resulting from any shutdown or curtailment of operations, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, the "Purchaser GroupDamages") ), incurred in connection with, arising out of, resulting from all claims, demands, liabilities, actions or suits, losses, costs or damages and expenses, including reasonable attorneys' fees ("Claim or Loss" or in the aggregate, "Claims and Losses") made against or incurred by the Purchaser Group, which arise out of or are based upon: incident to (i) any misrepresentation or breach of any covenant, representation, warranty or agreement or the inaccuracy of Sellersany representation, subject made by Sellers in or pursuant to this Agreement, or in the limitation set forth other documents delivered in Section 9.1connection with the transactions contemplated in this Agreement, or (ii) any breach or non-fulfillment of any covenant covenant, representation, warranty or agreement relating to the Business or CBN or the inaccuracy of Sellers under this any representation relating to the Business or CBN made by Sendero or its stockholder in or pursuant to that certain Stock Purchase Agreement by and among COMPS, Sendero and its stockholder dated August 27, 1999 (the "Sendero Purchase Agreement; or ") or in the other documents delivered in connection with the transactions contemplated in Sendero Purchase Agreement to the extent such other documents relate to the Business or CBN, (iii) public Actions or private third party Claims and Losses resulting from Proceedings set forth in the operation Disclosure Schedule or in the other documents delivered in connection with the transactions contemplated in this Agreement, (iv) any Liabilities of Sellers which relates to the Business and arises out of transactions entered into or events occurring prior to the Closing Date, except for ordinary product warranty claims. or (bv) Notwithstanding anything any Liabilities relating to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any Worker Adjustment and Retraining Act of them, for any Claims and Losses to the extent that such Claims and Losses are specifically reserved for on the Closing Statements. (c) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses to the extent that such Claims and Losses are insured against by any policies of insurance in existence on or prior to the Closing. (d) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses until such time, if ever1988, as the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) exceed Five Hundred Thousand Dollars ($500,000). If the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) shall exceed Five Hundred Thousand Dollars ($500,000), Sellers shall be liable to indemnify the Purchaser Group for all Claims and Losses arising under Section 7.1.1(a), including those included in determining the preceding Five Hundred Thousand Dollars ($500,000) aggregate "basket", subject to Sections 7.1.1(b) and (c)amended. (e) Notwithstanding anything contained in Sections 4.17.9, 7.1.1(a) and/or (d) to the contrary, Sellers total cumulative indemnification liability to the Purchaser Group shall be payable solely from, and shall be limited strictly to the extent of, all the funds at any time existing in the Escrow Account; except that, as to the following specific categories of Claims and Losses, MARCIA KAY RADELET (as a prim▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ot as a guarantor, and without those defenses available under applicable law to a surety), first as Trustee of THE HALOPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, shall defend, indemnify and hold harmless the Purchaser Group from funds outside of the Escrow Account: (i) tax liabilities post-Closing in regard to (A) the payments to Sellers, or any of them, or any Trust beneficiary, from HHI; (B) the valuation of the Excluded Stock; and (C) the removal or purchase of the Excluded Stock or other assets from HHI at any time on or before the Closing Date; and (ii) any Environmental Claim arising with respect to the underground storage tank identified on Schedule 7.1.1(e); and (iii) a breach of any of the representations contained in Sections 4.1 and 4.2. (f) Notwithstanding anything contained in Section 7.1.1(e) to the contrary, the Purchaser Group may elect to charge the Escrow Account for any Claims and Losses for which MARCIA KAY RADELET, first as ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇OPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, agreed to defend, indemnify and hold harmless the Purchaser Group under subparts (i), (ii) and (iii) above, and in such event, MARCIA KAY RADELET shall ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇er repay such charged amounts to the Escrow Account.

By Sellers. (a) From and after the Closing Date through Closing, and including subject to the fourth (4th) yearly anniversary date thereofprovisions of Section 3.2(g), Sellers the Seller Entity and the Shareholders shall fully jointly and promptly pay, perform, discharge, defend, severally indemnify and hold harmless Purchaser▇▇▇▇▇▇, its affiliates and parents and their respective directorsaffiliates, members, partners, shareholders, officers, directors, employees, agents, and employees representatives (collectively, the "Purchaser Group"“▇▇▇▇▇▇ Indemnified Parties”) harmless, from and against any liability, loss, expense, claim, lien or other damage including, without limitation, attorney’s fees and expenses (all claimsof the foregoing items for purposes of this Agreement are referred to as “Damages”), demandsresulting from, liabilities, actions or suits, losses, costs or damages and expenses, including reasonable attorneys' fees ("Claim or Loss" or in the aggregate, "Claims and Losses") made against or incurred by the Purchaser Group, which arise arising out of or are based uponincurred with respect to: (i) any misrepresentation or breach of warranty of Sellersany representation, subject to warranty, covenant or agreement by the limitation set forth Sellers contained herein, including the Non-Compete Agreement or in Section 9.1any certificate, orSchedule or Exhibit delivered pursuant hereto; (ii) any breach and all liabilities of the Sellers (other than the Assumed Liabilities) arising out of the Seller Entity’s or non-fulfillment of any covenant or agreement of Sellers under this Agreement; orShareholders’ conduct prior to the Closing; (iii) public or private third party Claims and Losses resulting from the operation any failure of the Business prior Sellers to comply in all respects with the Closing Date, except for ordinary product warranty claims.“bulk sales” or “bulk transfer” laws of any jurisdiction in connection with the transactions contemplated hereby; and (biv) Notwithstanding anything any liability of Seller for Taxes, including without limitation, Taxes of any Person pursuant to the contrary contained hereinabove in Treasury Regulations Section 7.1.1(a1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contact or otherwise. The foregoing shall not be interpreted to require Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses to the extent that such Claims and Losses are specifically reserved for on the Closing Statements. (c) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses to the extent that such Claims and Losses are insured against by any policies of insurance in existence on or prior to the Closing. (d) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses until such time, if ever, as the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) exceed Five Hundred Thousand Dollars ($500,000). If the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) shall exceed Five Hundred Thousand Dollars ($500,000), Sellers shall be liable to indemnify the Purchaser Group for all Claims and Losses arising under Section 7.1.1(a), including those included in determining the preceding Five Hundred Thousand Dollars ($500,000) aggregate "basket", subject to Sections 7.1.1(b) and (c). (e) Notwithstanding anything contained in Sections 4.17.9, 7.1.1(a) and/or (d) to the contrary, Sellers total cumulative indemnification liability to the Purchaser Group shall be payable solely from, and shall be limited strictly to the extent of, all the funds at any time existing in the Escrow Account; except that, as to the following specific categories of Claims and Losses, MARCIA KAY RADELET (as a prim▇▇▇▇▇▇ Indemnified Parties, from and against any Damages resulting from, arising out of, or incurred with respect to Sellers’ conduct occurring as a result of ▇▇▇▇▇▇’▇ ▇▇▇ ▇ot as a guarantor, and without those defenses available under applicable law to a surety), first as Trustee of THE HALOPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, shall defend, indemnify and hold harmless the Purchaser Group from funds outside of the Escrow Account: (i) tax liabilities post-Closing in regard to (A) the payments to Sellers, or any of them, or any Trust beneficiary, from HHI; (B) the valuation of the Excluded Stock; and (C) the removal or purchase of the Excluded Stock or other assets from HHI at any time on or before the Closing Date; and (ii) any Environmental Claim arising with respect to the underground storage tank identified on Schedule 7.1.1(e); and (iii) a breach of any of the representations contained in Sections 4.1 and 4.2this Agreement. (f) Notwithstanding anything contained in Section 7.1.1(e) to the contrary, the Purchaser Group may elect to charge the Escrow Account for any Claims and Losses for which MARCIA KAY RADELET, first as ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇OPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, agreed to defend, indemnify and hold harmless the Purchaser Group under subparts (i), (ii) and (iii) above, and in such event, MARCIA KAY RADELET shall ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇er repay such charged amounts to the Escrow Account.

By Sellers. (a) From After the Closing Date through and including the fourth (4th) yearly anniversary date thereofDate, Sellers shall fully jointly and promptly pay, perform, discharge, defend, severally indemnify and hold harmless Purchaser, its affiliates Buyer and parents each Affiliate and their respective directors, officers, and employees agent of Buyer (collectively, the "Purchaser GroupBuyer Indemnified Parties") from all claimsand against any Damages that any such indemnified party may sustain, demandssuffer or incur and that result from, liabilities, actions or suits, losses, costs or damages and expenses, including reasonable attorneys' fees ("Claim or Loss" or in the aggregate, "Claims and Losses") made against or incurred by the Purchaser Group, which arise out of of, or are based upon: relate to (i) any misrepresentation or breach of warranty any representation, warranty, covenant or agreement of Sellers, subject to the limitation set forth either Seller contained in Section 9.1, or any Transaction Document; (ii) any breach Environmental Liabilities arising out of or non-fulfillment of any covenant or agreement of Sellers under this Agreement; or (iii) public or private third party Claims and Losses resulting from the operation of the Business prior to the Closing Date, except for ordinary product warranty claims. (b) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, events occurring or any of them, for any Claims and Losses to the extent that such Claims and Losses are specifically reserved for on the Closing Statements. (c) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses to the extent that such Claims and Losses are insured against by any policies of insurance in existence conditions existing on or prior to the Closing. Closing Date or any Tax Liability of WPE, including any such Liabilities of WPE related to consummation of the Transactions or any Liability of WPE for Taxes of another Person (dbut not including Transfer Taxes that are Buyer's responsibility under Section 7.4 of this Agreement); and (iii) Notwithstanding anything any Excluded Liability or any obligation, debt or liability of the Sellers that does not arise out of or relate to the contrary contained hereinabove Business, whether arising before, on or after the Closing Date. As used in Section 7.1.1(a)this Article IX, Sellers the term "Damages" shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses until such time, if ever, as the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) exceed Five Hundred Thousand Dollars ($500,000). If the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) shall exceed Five Hundred Thousand Dollars ($500,000), Sellers shall be liable to indemnify the Purchaser Group for all Claims and Losses arising under Section 7.1.1(a), including those included in determining the preceding Five Hundred Thousand Dollars ($500,000) aggregate "basket", subject to Sections 7.1.1(b) and (c). (e) Notwithstanding anything contained in Sections 4.17.9, 7.1.1(a) and/or (d) to the contrary, Sellers total cumulative indemnification liability to the Purchaser Group shall be payable solely from, and shall be limited strictly to the extent of, all the funds at any time existing in the Escrow Account; except that, as to the following specific categories of Claims and Losses, MARCIA KAY RADELET (as a prim▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ot as a guarantor, and without those defenses available under applicable law to a surety), first as Trustee of THE HALOPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, shall defend, indemnify and hold harmless the Purchaser Group from funds outside of the Escrow Account: (i) tax liabilities post-Closing in regard to include (A) the payments to Sellersall losses, or any of themdamages (excluding consequential damages), or any Trust beneficiaryjudgments, from HHIawards, penalties and settlements; (B) the valuation all demands, claims, suits, actions, causes of the Excluded Stockaction, proceedings and assessments, whether or not ultimately determined to be valid; and (C) the removal all costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated or purchase arbitrated matter), penalties, court costs and reasonable fees and expenses of the Excluded Stock attorneys and expert witnesses) of investigating, defending or other assets from HHI at any time on or before the Closing Date; and (ii) any Environmental Claim arising with respect to the underground storage tank identified on Schedule 7.1.1(e); and (iii) a breach of enforcing any of the representations contained in Sections 4.1 and 4.2foregoing or of enforcing this Agreement. (f) Notwithstanding anything contained in Section 7.1.1(e) to the contrary, the Purchaser Group may elect to charge the Escrow Account for any Claims and Losses for which MARCIA KAY RADELET, first as ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇OPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, agreed to defend, indemnify and hold harmless the Purchaser Group under subparts (i), (ii) and (iii) above, and in such event, MARCIA KAY RADELET shall ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇er repay such charged amounts to the Escrow Account.

By Sellers. (a) From the Closing Date through Subject to sections 4.3.3, 4.3.4 and including the fourth (4th) yearly anniversary date thereof4.3.5, Sellers shall fully Sellers, jointly and promptly payseverally, perform, discharge, defend, agree to indemnify and hold harmless Purchaser, defend Buyer and its affiliates and parents and their respective directors, officers, Affiliates, employees and employees agents (collectively, the "Purchaser Group"“Buyer Indemnitees”) and to hold them harmless from and against any and all claims, demands, liabilities, actions or suits, losses, costs or damages and expenses, including reasonable attorneys' fees ("Claim or Loss" or in the aggregate, "Claims and Losses") made against Losses suffered or incurred by any of them, when and as suffered or incurred, whether or not any of such Losses are suffered or incurred in connection with the Purchaser Groupownership, which arise out operation, use, sale or possession of any of the Assets, directly or indirectly (a) in connection with any written or oral contracts, agreements, understandings or commitments of either Company that are not included in the Assets or are based upon: not legally and validly assigned hereunder, or (ib) in connection with or arising from any misrepresentation or breach of any covenant, agreement, representation or warranty by any Seller herein or hereunder, including the ▇▇▇▇ of Sellers, subject to Sale and including the limitation set forth in Section 9.1, or (ii) any breach or non-fulfillment of any covenant or agreement obligations of Sellers under this Agreement; or section 1.3, or (iiic) public in connection with the use or private third party Claims and Losses resulting from ownership of any of the Assets or the conduct or operation of the Business prior businesses of the Companies before the Closing, other than the Assumed Liabilities. The provisions of the preceding sentence shall be limited by and subject to the Closing Datesection 5.1.13(f), except for ordinary product warranty claims. (b) Notwithstanding that, notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(asection 5.1.13(f) (but subject to sections 4.3.3, 4.3.4 and 4.3.5), Sellers shall have no obligation to indemnify the Purchaser Group, or any provisions of them, for any Claims and Losses to the extent that such Claims and Losses are specifically reserved for on the Closing Statements. clause (c) Notwithstanding anything of the preceding sentence shall apply to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, any Losses suffered or any of them, for any Claims and Losses to the extent that such Claims and Losses are insured against incurred by any policies of insurance in existence on or prior to the Closing. (d) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses until such time, if ever, as the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) exceed Five Hundred Thousand Dollars ($500,000). If the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) shall exceed Five Hundred Thousand Dollars ($500,000), Sellers shall be liable to indemnify the Purchaser Group for all Claims and Losses arising under Section 7.1.1(a), including those included in determining the preceding Five Hundred Thousand Dollars ($500,000) aggregate "basket", subject to Sections 7.1.1(b) and (c). (e) Notwithstanding anything contained in Sections 4.17.9, 7.1.1(a) and/or (d) to the contrary, Sellers total cumulative indemnification liability to the Purchaser Group shall be payable solely from, and shall be limited strictly to the extent of, all the funds at any time existing in the Escrow Account; except that, as to the following specific categories of Claims and Losses, MARCIA KAY RADELET (Buyer Indemnitee as a prim▇▇▇ result of a claim that the Buyer Indemnitee is liable for infringement by any Seller of any Person’s patent, copyright, right of authorship, trademark, service ▇▇▇▇▇▇▇ ▇▇▇ ▇ot , proprietary right, trade secret, industrial design, intellectual property right or other rights, or as a guarantorresult of any Seller’s or Seller Affiliate’s unfair competition or unfair or deceptive trade practices, and without those defenses available under applicable law to a surety), first as Trustee of THE HALOPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, shall defend, indemnify and hold harmless occurring in connection with the Purchaser Group from funds outside of the Escrow Account: (i) tax liabilities post-Closing in regard to (A) the payments to Sellers, use or any of them, or any Trust beneficiary, from HHI; (B) the valuation of the Excluded Stock; and (C) the removal or purchase of the Excluded Stock or other assets from HHI at any time on or before the Closing Date; and (ii) any Environmental Claim arising with respect to the underground storage tank identified on Schedule 7.1.1(e); and (iii) a breach ownership of any of the representations contained in Sections 4.1 and 4.2Assets or the conduct or operation of the businesses of the Companies before the Closing. (f) Notwithstanding anything contained in Section 7.1.1(e) to the contrary, the Purchaser Group may elect to charge the Escrow Account for any Claims and Losses for which MARCIA KAY RADELET, first as ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇OPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, agreed to defend, indemnify and hold harmless the Purchaser Group under subparts (i), (ii) and (iii) above, and in such event, MARCIA KAY RADELET shall ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇er repay such charged amounts to the Escrow Account.

By Sellers. All Sellers, severally, including (ai) From NCCF (but ---------- only with respect to a breach of its own representations and warranties in Article IV, notwithstanding anything to the Closing Date through contrary contained herein) and including (ii) the fourth Excluded Stockholders, excluding NCCF for this purpose (4th) yearly anniversary date thereofbut only as to the Uncapped Items), Sellers shall fully and promptly pay, perform, dischargeindemnify, defend, indemnify save and hold harmless PurchaserBuyer, its affiliates Affiliates (including the Company from and parents after the Closing), and its and their respective directorsRepresentatives, officers, from and employees (collectively, the "Purchaser Group") from against any and all uninsured claims, demandsdamages, costs, losses (including without limitation diminution in value), Taxes, liabilities, actions judgments, penalties, fines, obligations, lawsuits, deficiencies, demands and expenses (whether or suitsnot arising out of third-party claims), lossesincluding without limitation interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including without limitation any clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, damages and expensesto the environment, including reasonable attorneys' fees, experts' fees and all amounts paid in investigation, defense or settlement of any of the foregoing ("Claim or Loss" or in the aggregateherein, "Claims and LossesDamages") made against ), incurred in connection with, arising out of, resulting from or incurred by the Purchaser Group, which arise out of or are based upon: incident to (i) any misrepresentation or breach of warranty any representation or warranty, or the inaccuracy of Sellersany representation or warranty, subject made by the Company or Sellers in or pursuant to the limitation set forth in Section 9.1, or this Agreement; (ii) any breach or non-fulfillment of any covenant or agreement of made by the Company or Sellers under in or pursuant to this Agreement; or (iii) public any liability arising under any Environmental Law on account of the conduct of the Company or private third party Claims and Losses resulting from any Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any Environmental Condition existing, in each case on or at any time prior to the Closing Date, except ; (iv) any liability for ordinary product warranty claims. (b) Notwithstanding anything to the contrary contained hereinabove Taxes in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any respect of them, for any Claims and Losses to the extent that such Claims and Losses are specifically reserved for on the Closing Statements. (c) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses to the extent that such Claims and Losses are insured against by any policies of insurance in existence taxable periods ending on or before October 31, 1997; or (v) any other liability arising out of events prior to the Closing. (d) Notwithstanding anything Closing Date which has not been adequately reflected for, accounted for or reserved against on the Effective Control Balance Sheet. The Excluded Stockholders, other than NCCF, shall indemnify without limit as to time or amount and otherwise to the contrary contained hereinabove in Section 7.1.1(a), same extent as Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses until such time, if ever, as the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) exceed Five Hundred Thousand Dollars ($500,000). If the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) shall exceed Five Hundred Thousand Dollars ($500,000), Sellers shall be liable to indemnify the Purchaser Group for all Claims and Losses arising under Section 7.1.1(a), including those included in determining the preceding Five Hundred Thousand Dollars ($500,000) aggregate "basket", subject to Sections 7.1.1(b) and (c). (e) Notwithstanding anything contained in Sections 4.17.9, 7.1.1(a) and/or (d) to the contrary, Sellers total cumulative indemnification liability to the Purchaser Group shall be payable solely from, and shall be limited strictly to the extent of, all the funds at any time existing in the Escrow Account; except that, as to the following specific categories of Claims and Losses, MARCIA KAY RADELET (as a prim▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ot as a guarantor, and without those defenses available under applicable law to a surety), first as Trustee of THE HALOPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, shall defend, indemnify and hold harmless the Purchaser Group from funds outside of the Escrow Account: (i) tax liabilities post-Closing in regard to (A) the payments to Sellers, or any of them, or any Trust beneficiary, from HHI; (B) the valuation of the Excluded Stock; and (C) the removal or purchase of the Excluded Stock or other assets from HHI at any time on or before the Closing Date; and (ii) any Environmental Claim arising with respect to the underground storage tank identified on Schedule 7.1.1(e); and (iii) "Uncapped Items" set forth below. NCCF shall indemnify without limit as to time or amount and otherwise to the same extent as Sellers but only with respect to a breach of any its representations and warranties in Article IV. Without limiting the generality of the representations contained foregoing, the indemnification provided herein, insofar as it relates to any Environmental Law or Environmental Condition, shall specifically cover costs incurred in connection with any investigation of site conditions (excepting the cost of the Environmental Assessments) or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or by the provisions of Section 6.7 hereof. Damages (except under Sections 4.1 4.4, 4.16, 4.18, 4.21 and 4.2. 4.22 or caused by the fraud of Sellers) (fcollectively the "Uncapped Items") Notwithstanding anything contained in Section 7.1.1(e) are limited by the terms of Article XII of this Agreement. Except with respect to the contraryUncapped Items for which there is no time limit and no monetary limit, the Purchaser Group may elect time and maximum aggregate dollar amount of any indemnity or other obligation of Sellers under both this Agreement and all Related Purchase Agreements is limited to charge the Escrow Account (and Sellers shall not be responsible for damages in excess of) (i) for any Claims and Losses for which MARCIA KAY RADELETclaims made during the first full year after the Closing, first as ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇OPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, agreed to defend, indemnify and hold harmless the Purchaser Group under subparts (i)$10,000,000, (ii) for any claims made during the second full year after the Closing, $8,000,000 and (iii) abovefor any claims made during the third full year after the Closing, $5,000,000, except that indemnification obligations related to Environmental Conditions which become obligations of Buyer during the term of the lease of the applicable property (or within 15 years of the Closing, if sooner) and are demonstrated by Buyer on the basis of a preponderance of the evidence not to have been caused by Buyer shall not be subject to such time or monetary limitations, but shall be subject to an additional monetary limitation of $5,000,000 in such event, MARCIA KAY RADELET shall ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇er repay such charged amounts excess of the amount initially placed in escrow pursuant to the Escrow AccountAgreement. This indemnification obligation of up to $5,000,000 will continue to apply even after the three-year period of the escrow has ended, but will terminate upon any actual assignment by Buyer of the applicable lease to an unrelated third-party.

By Sellers. (a) From For purposes of this Section 10.3.1 only, the Closing Date through and including term ---------- "Sellers" shall not include the fourth (4th) yearly anniversary date thereof, Trustees. Sellers shall fully and promptly pay, perform, dischargeindemnify, defend, indemnify save and hold harmless PurchaserBuyer, its affiliates Affiliates and parents subsidiaries (including the Company from and after the Closing Date), and its and their respective directorsRepresentatives, officers, from and employees (collectively, the "Purchaser Group") from against any and all claims, demandsdamages, costs, losses (including without limitation diminution in value), Taxes, liabilities, actions judgments, penalties, fines, obligations, lawsuits, deficiencies, demands and expenses (whether or suitsnot arising out of third-party claims), lossesincluding without limitation interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including without limitation any clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, damages and expensesto the environment, including reasonable attorneys' fees, experts' fees and all amounts paid in investigation, defense or settlement of any of the foregoing ("Claim or Loss" or in the aggregateherein, "Claims and LossesDamages") made against ), incurred in connection with, arising out of, resulting from or incurred by the Purchaser Group, which arise out of or are based upon: incident to (i) any misrepresentation or breach of warranty any representation or warranty, or the inaccuracy of Sellersany representation or warranty, subject made by the Company or Sellers in or pursuant to the limitation set forth in Section 9.1, or this Agreement; (ii) any breach or non-fulfillment of any covenant or agreement of made by the Company or Sellers under in or pursuant to this Agreement; or (iii) public any liability imposed upon Buyer by reason of improper transfer of the Shares; (iv) any liability arising under any Environmental Law on account of the conduct of the Company or private third party Claims and Losses resulting from any Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any Environmental Condition existing, in each case on or at any time prior to the Closing Date, except for ordinary product warranty claims. ; or (bv) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses to the extent that such Claims and Losses are specifically reserved for on the Closing Statements. (c) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses to the extent that such Claims and Losses are insured against by any policies of insurance in existence on or prior to the Closing. (d) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses until such time, if ever, as the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) exceed Five Hundred Thousand Dollars ($500,000). If the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) shall exceed Five Hundred Thousand Dollars ($500,000), Sellers shall be liable to indemnify the Purchaser Group for all Claims and Losses arising under Section 7.1.1(a), including those included in determining the preceding Five Hundred Thousand Dollars ($500,000) aggregate "basket", subject to Sections 7.1.1(b) and (c). (e) Notwithstanding anything contained in Sections 4.17.9, 7.1.1(a) and/or (d) to the contrary, Sellers total cumulative indemnification liability to the Purchaser Group shall be payable solely from, and shall be limited strictly to the extent of, all the funds at any time existing in the Escrow Account; except that, as to the following specific categories of Claims and Losses, MARCIA KAY RADELET (as a prim▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ot as a guarantor, and without those defenses available under applicable law to a surety), first as Trustee of THE HALOPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, shall defend, indemnify and hold harmless the Purchaser Group from funds outside of the Escrow Account: (i) tax liabilities postPost-Closing Environmental Liability or (vi) any liability for Taxes in regard to (A) the payments to Sellers, or any respect of them, or any Trust beneficiary, from HHI; (B) the valuation of the Excluded Stock; and (C) the removal or purchase of the Excluded Stock or other assets from HHI at any time taxable periods ending on or before the Closing Date; and (ii) Date not recorded on the Closing Balance Sheet. Without limiting the generality of the foregoing, the indemnification provided herein, insofar as it relates to any Environmental Claim Law or Environmental Condition, shall specifically cover costs incurred in connection with any investigation of site conditions (excepting the cost of the Environmental Assessments) or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or by the provisions of Section 6.6 hereof. For purposes of this Section 10.3.1, "Post-Closing Environmental Liability" shall mean any liability imposed on Buyer or the Company arising with respect out of or related to events occurring on or after the Closing Date and prior to the underground storage tank completion of all required remediation in accordance with Section 6.6 hereof, and resulting from any Environmental Condition described in the Environmental Assessments, including without limitation those Environmental Conditions described therein but not identified on Schedule 7.1.1(e); and (iii) a breach as being in violation of any Environmental Law and those related to the absence of any Permits, but excluding any liability to the representations contained extent such liability results in Sections 4.1 and 4.2. (f) whole or in part from the acts or misconduct of Buyer or its Representatives. Notwithstanding anything contained in Section 7.1.1(e) this Agreement to the contrary, the Purchaser Group may elect including in Section 10.3.1 hereof, Seller's shall not be required to charge the Escrow Account for any Claims and Losses for which MARCIA KAY RADELETindemnify, first as ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇OPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, agreed to defend, indemnify save and hold harmless the Purchaser Group Buyer, its affiliates and subsidiaries from and against all costs arising out of liability under subparts (i), (ii) and (iii) above, and in such event, MARCIA KAY RADELET shall ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇er repay such charged amounts to the Escrow Account.subsections

By Sellers. (a) From Regardless of Sellers' or Seller Stockholders' ---------- knowledge of the Closing Date through and including the fourth (4th) yearly anniversary date thereofexistence of an Indemnifiable Event, as defined below, Sellers and Seller Stockholder shall fully and promptly pay, perform, dischargeindemnify, defend, indemnify save and hold harmless PurchaserBuyer, its affiliates Affiliates and parents and their respective directors, officerssubsidiaries, and employees its respective Representatives, from and against any and all claims, damages, costs, losses (including without limitation diminution in value), Taxes, liabilities, judgments, penalties, fines, obligations, lawsuits, deficiencies, demands and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including without limitation any clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees, experts' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, made by Sellers or Seller Stockholder in or pursuant to this Agreement; (ii) any breach of any covenant or agreement made by Sellers or Seller Stockholder in or pursuant to this Agreement; (iii) any Excluded Liability; (iv) any liability imposed upon Buyer by reason of Buyer's status as transferee of the Business or the Assets; (v) any liability arising under any Environmental Law on account of the conduct of Sellers or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any Environmental Condition existing, in each case on or at any time prior to the Closing Date; or (vi) any Post-Closing Environmental Liability (collectively, the "Purchaser GroupIndemnifiable Events"). Without limiting the generality of the foregoing, the indemnification provided herein, insofar as it relates to any Environmental Law or Environmental Condition, shall specifically cover costs incurred in connection with any investigation of site conditions (excepting the cost of the Environmental Assessments) from all claimsor any clean-up, demandsremedial, liabilitiesremoval or restoration work required by any federal, actions state or suits, losses, costs local governmental agency or damages and expenses, including reasonable attorneys' fees ("Claim political subdivision or Loss" or in by the aggregateprovisions of Section 6.8 hereof. For purposes of this Section 10.3.1, "Claims and Losses") made against or incurred by the Purchaser Group, which arise Post-Closing Environmental Liability" shall mean any liability imposed on Buyer arising out of or related to events occurring on or after the Closing Date and prior to the completion of all required remediation in accordance with Section 6.8 hereof, and resulting from any Environmental Condition described in the Environmental Assessments, including without limitation those Environmental Conditions described therein but not identified as being in violation of any Environmental Law and those related to the absence of any Permits, but excluding any liability to the extent such liability results from the negligent acts or willful misconduct of Buyer or its Representatives. In addition to Sellers' obligations pursuant to Sections 6.8.3 and 6.8.4 of this Agreement, and without limiting the generality of the foregoing, Sellers shall specifically indemnify Buyer, and Sellers shall assume and discharge all Damages arising out of the pre-Closing activities that are based upon: associated with: (i) any misrepresentation Release or breach of warranty of Sellers, subject to the limitation set forth in Section 9.1, or (ii) any breach or non-fulfillment threatened Release of any covenant Hazardous Substance that occurred or agreement of Sellers under this Agreement; or (iii) public or private third party Claims and Losses resulting from the operation of the Business prior to the Closing Date, except for ordinary product warranty claims. (b) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses to the extent that such Claims and Losses are specifically reserved for on the Closing Statements. (c) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses to the extent that such Claims and Losses are insured against by any policies of insurance was in existence on or prior to the Closing. (d) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses until such time, if ever, as the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) exceed Five Hundred Thousand Dollars ($500,000). If the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) shall exceed Five Hundred Thousand Dollars ($500,000), Sellers shall be liable to indemnify the Purchaser Group for all Claims and Losses arising under Section 7.1.1(a), including those included in determining the preceding Five Hundred Thousand Dollars ($500,000) aggregate "basket", subject to Sections 7.1.1(b) and (c). (e) Notwithstanding anything contained in Sections 4.17.9, 7.1.1(a) and/or (d) to the contrary, Sellers total cumulative indemnification liability to the Purchaser Group shall be payable solely from, and shall be limited strictly to the extent of, all the funds at any time existing in the Escrow Account; except that, as to the following specific categories of Claims and Losses, MARCIA KAY RADELET (as a prim▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ot as a guarantor, and without those defenses available under applicable law to a surety), first as Trustee of THE HALOPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, shall defend, indemnify and hold harmless the Purchaser Group from funds outside of the Escrow Account: (i) tax liabilities post-Closing in regard to (A) the payments to Sellers, or any of them, or any Trust beneficiary, from HHI; (B) the valuation of the Excluded Stock; and (C) the removal or purchase of the Excluded Stock or other assets from HHI at any time Facilities on or before the Closing Date; and (ii) any Environmental Claim arising offsite disposal, migration or Release of any Hazardous Substance that has resulted or will result in the future as a result of activities that occurred on or before the Closing Date; and (iii) any removal, remediation or other activities taken with respect to the soil, surface water or groundwater. Without limiting the foregoing, Sellers shall also specifically indemnify Buyer, and Seller shall assume and discharge all Damages arising out of the pre-Closing operation, ownership, and use of the underground storage tank identified on Schedule 7.1.1(etanks ("USTs") and aboveground storage tanks ("ASTs") (defined below); and , including but not limited to: (iiii) a breach any Release or threatened Release of any of Hazardous Substance that occurred or was in existence on the representations contained in Sections 4.1 and 4.2. (f) Notwithstanding anything contained in Section 7.1.1(e) to Facilities on or before the contrary, the Purchaser Group may elect to charge the Escrow Account for any Claims and Losses for which MARCIA KAY RADELET, first as ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇OPOFF FAMILY TRUST, closing date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, agreed to defend, indemnify and hold harmless the Purchaser Group under subparts (i), ; (ii) any offsite disposal, migration or Release of any Hazardous Substance that has resulted or will result in the future as a result of activities that occurred on or before the closing date; and (iii) aboveany removal, and in such event, MARCIA KAY RADELET shall ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇er repay such charged amounts remediation or other activities taken with respect to the Escrow Accountsoil, surface water or groundwater.

By Sellers. (a) From the Closing Date through and including the fourth (4th) yearly anniversary date thereof, Sellers shall fully and promptly pay, perform, dischargeindemnify, defend, indemnify save and hold ---------- harmless PurchaserBuyer, its affiliates Affiliates and parents subsidiaries (including the Company from and after the Effective Date), and its and their respective directorsRepresentatives, officers, from and employees (collectively, the "Purchaser Group") from against any and all claims, demandsdamages, costs, losses (including without limitation diminution in value), Taxes, liabilities, actions judgments, penalties, fines, obligations, lawsuits, deficiencies, demands and expenses (whether or suitsnot arising out of third-party claims), lossesincluding without limitation interest, penalties, costs of mitigation, clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, damages and expensesto the environment, including reasonable attorneys' fees, experts' fees and all amounts paid in investigation, defense, audit or settlement of any of the foregoing to the extent not covered by insurance ("Claim or Loss" or in the aggregateherein, "Claims and LossesDamages") made against ), incurred in connection with, arising out of, resulting from or incurred by the Purchaser Group, which arise out of or are based upon: incident to (i) any misrepresentation or breach of warranty any representation or warranty, or the inaccuracy of Sellersany representation or warranty, subject made by the Company or Sellers in or pursuant to the limitation set forth in Section 9.1, or this Agreement; (ii) any breach or non-fulfillment of any covenant or agreement of made by the Company or Sellers under in or pursuant to this Agreement; or (iii) public any Post Closing Environmental Liability; (iv) any liability arising from any other cause, including without limitation any liabilities arising (on a date of occurrence basis or private third party Claims and Losses resulting from the operation of the Business prior to the Closing Date, except for ordinary product warranty claims. (botherwise) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses to the extent that such Claims and Losses are specifically reserved for on the Closing Statements. (c) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses to the extent that such Claims and Losses are insured against by any policies of insurance in existence on or prior to the Closing. Effective Date relating to operation of the business of the Company or ownership or lease of its assets, including without limitation, with respect to environmental and tax matters which has not been adequately reserved for on the Effective Date Balance Sheet; or (dv) Notwithstanding anything any Claim or contingent liability disclosed in any schedule of the Company or Sellers to this Agreement. For purposes of this Section 10.2 "Post Closing Environmental Liability" shall mean any liability imposed on Buyer or the Company arising out of or related to events occurring on or after the Closing Date and prior to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses until such time, if ever, as the aggregate completion of all Claims Required Remediation in accordance with Section 7.3 hereof, and Losses (subject to Sections 7.1.1(b) and (c)) exceed Five Hundred Thousand Dollars ($500,000). If resulting from any Environmental Condition described in the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) shall exceed Five Hundred Thousand Dollars ($500,000)Environmental Assessments, Sellers shall be liable to indemnify the Purchaser Group for all Claims and Losses arising under Section 7.1.1(a), including those included in determining the preceding Five Hundred Thousand Dollars ($500,000) aggregate "basket", subject to Sections 7.1.1(b) and (c). (e) Notwithstanding anything contained in Sections 4.17.9, 7.1.1(a) and/or (d) to the contrary, Sellers total cumulative indemnification but excluding any liability to the Purchaser Group shall be payable solely from, and shall be limited strictly to extent such liability results from the extent of, all the funds at any time existing in the Escrow Account; except that, as to the following specific categories negligent acts or willful misconduct of Claims and Losses, MARCIA KAY RADELET (as a prim▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ot as a guarantor, and without those defenses available under applicable law to a surety), first as Trustee of THE HALOPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, shall defend, indemnify and hold harmless the Purchaser Group from funds outside of the Escrow Account: (i) tax liabilities post-Closing in regard to (A) the payments to Sellers, Buyer or any of them, or any Trust beneficiary, from HHI; (B) the valuation of the Excluded Stock; and (C) the removal or purchase of the Excluded Stock or other assets from HHI at any time on or before the Closing Date; and (ii) any Environmental Claim arising with respect to the underground storage tank identified on Schedule 7.1.1(e); and (iii) a breach of any of the representations contained in Sections 4.1 and 4.2its Representatives. (f) Notwithstanding anything contained in Section 7.1.1(e) to the contrary, the Purchaser Group may elect to charge the Escrow Account for any Claims and Losses for which MARCIA KAY RADELET, first as ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇OPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, agreed to defend, indemnify and hold harmless the Purchaser Group under subparts (i), (ii) and (iii) above, and in such event, MARCIA KAY RADELET shall ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇er repay such charged amounts to the Escrow Account.

By Sellers. (a) From Subject to the limitations set forth in this Article 10, from and after the Closing Date through and including the fourth (4th) yearly anniversary date thereofDate, Sellers (including Parent), jointly and severally, shall fully and promptly payindemnify, perform, discharge, defend, indemnify save and hold harmless PurchaserBuyer, its affiliates Affiliates and parents Subsidiaries, and its and their respective directorsRepresentatives, officersfrom and against any and all costs, and employees (collectivelylosses, the "Purchaser Group") from all Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, liabilitiesand expenses (whether or not arising out of third-party claims), actions or suitsincluding, losseswithout limitation, interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), other losses resulting from any shutdown or curtailment of operations, damages and expensesto the environment, including reasonable attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity ("Claim or Loss" or in the aggregateherein, "Claims and LossesDamages") made against ), incurred in connection with, arising out of, resulting from or incurred by the Purchaser Group, which arise out of or are based upon: incident to (i) any misrepresentation or breach of any representation or warranty of Sellers, subject to or the limitation set forth in Section 9.1, or (ii) any breach or non-fulfillment inaccuracy of any covenant or agreement of Sellers under this Agreement; or (iii) public or private third party Claims and Losses resulting from the operation of the Business prior to the Closing Daterepresentation, except for ordinary product warranty claims. (b) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses to the extent that such Claims and Losses are specifically reserved for on the Closing Statements. (c) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses to the extent that such Claims and Losses are insured against made by any policies of insurance in existence on or prior to the Closing. (d) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses until such time, if ever, as the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) exceed Five Hundred Thousand Dollars ($500,000). If the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) shall exceed Five Hundred Thousand Dollars ($500,000), Sellers shall be liable to indemnify the Purchaser Group for all Claims and Losses arising under Section 7.1.1(a), including those included in determining the preceding Five Hundred Thousand Dollars ($500,000) aggregate "basket", subject to Sections 7.1.1(b) and (c). (e) Notwithstanding anything contained in Sections 4.17.9, 7.1.1(a) and/or (d) to the contrary, Sellers total cumulative indemnification liability to the Purchaser Group shall be payable solely from, and shall be limited strictly to the extent of, all the funds at any time existing in the Escrow Account; except that, as to the following specific categories of Claims and Losses, MARCIA KAY RADELET (as a prim▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ot as a guarantor, and without those defenses available under applicable law to a surety), first as Trustee of THE HALOPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, shall defend, indemnify and hold harmless the Purchaser Group from funds outside of the Escrow Account: (i) tax liabilities post-Closing in regard to (A) the payments to Sellers, or any of them, in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any Trust beneficiary, from HHIrepresentation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (B) the valuation of the Excluded Stock; and (C) the removal or purchase of the Excluded Stock or other assets from HHI at any time on or before the Closing Date; and (ii) any Environmental Claim arising with respect breach of any covenant or agreement made by Sellers, or any of them, in or pursuant to the underground storage tank identified on Schedule 7.1.1(e)this Agreement; and (iii) a breach any Excluded Liability or (iv) any Liabilities (y) for or arising out of or related to the violation by any Seller or Entity of any of the representations contained in Sections 4.1 and 4.2. (f) Notwithstanding anything contained in Section 7.1.1(e) Health Care Laws prior to the contrary, the Purchaser Group may elect Closing or (z) for or arising out of or related to charge the Escrow Account for any Claims and Losses for which MARCIA KAY RADELET, first as ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇OPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, agreed to defend, indemnify and hold harmless the Purchaser Group under subparts (i), (ii) and (iii) above, and in such event, MARCIA KAY RADELET shall ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇er repay such charged amounts action taken or omission occurring prior to the Escrow AccountClosing which, with notice, passage of time or both (whether before or after the Closing) would result in a violation by any Seller or any Entity, or any predecessor-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Law.

By Sellers. (a) From the Closing Date through and including the fourth (4th) yearly anniversary date thereof, Sellers shall fully and promptly pay, perform, dischargeindemnify, defend, indemnify save and hold ---------- harmless PurchaserBuyer, its affiliates Affiliates (including the Company from and parents after the Closing), and its and their respective directorsRepresentatives, officers, from and employees (collectively, the "Purchaser Group") from against any and all uninsured claims, demandsdamages, costs, losses (including without limitation diminution in value), Taxes, liabilities, actions judgments, penalties, fines, obligations, lawsuits, deficiencies, demands and expenses (whether or suitsnot arising out of third-party claims), lossesincluding without limitation interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including without limitation any clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, damages and expensesto the environment, including reasonable attorneys' fees, experts' fees and all amounts paid in investigation, defense or settlement of any of the foregoing ("Claim or Loss" or in the aggregateherein, "Claims and LossesDamages") made against ), incurred in connection with, arising out of, resulting from or incurred by the Purchaser Group, which arise out of or are based upon: incident to (i) any misrepresentation or breach of warranty any representation or warranty, or the inaccuracy of Sellersany representation or warranty, subject made by the Company or Sellers in or pursuant to the limitation set forth in Section 9.1, or this Agreement; (ii) any breach or non-fulfillment of any covenant or agreement of made by the Company or Sellers under in or pursuant to this Agreement; or (iii) public any liability arising under any Environmental Law on account of the conduct of the Company or private third party Claims and Losses resulting from any Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any Environmental Condition existing, in each case on or at any time prior to the Closing Date, except ; or (iv) any liability for ordinary product warranty claims. (b) Notwithstanding anything to the contrary contained hereinabove Taxes in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any respect of them, for any Claims and Losses to the extent that such Claims and Losses are specifically reserved for on the Closing Statements. (c) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses to the extent that such Claims and Losses are insured against by any policies of insurance in existence on or prior to the Closing. (d) Notwithstanding anything to the contrary contained hereinabove in Section 7.1.1(a), Sellers shall have no obligation to indemnify the Purchaser Group, or any of them, for any Claims and Losses until such time, if ever, as the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) exceed Five Hundred Thousand Dollars ($500,000). If the aggregate of all Claims and Losses (subject to Sections 7.1.1(b) and (c)) shall exceed Five Hundred Thousand Dollars ($500,000), Sellers shall be liable to indemnify the Purchaser Group for all Claims and Losses arising under Section 7.1.1(a), including those included in determining the preceding Five Hundred Thousand Dollars ($500,000) aggregate "basket", subject to Sections 7.1.1(b) and (c). (e) Notwithstanding anything contained in Sections 4.17.9, 7.1.1(a) and/or (d) to the contrary, Sellers total cumulative indemnification liability to the Purchaser Group shall be payable solely from, and shall be limited strictly to the extent of, all the funds at any time existing in the Escrow Account; except that, as to the following specific categories of Claims and Losses, MARCIA KAY RADELET (as a prim▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇ot as a guarantor, and without those defenses available under applicable law to a surety), first as Trustee of THE HALOPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, shall defend, indemnify and hold harmless the Purchaser Group from funds outside of the Escrow Account: (i) tax liabilities post-Closing in regard to (A) the payments to Sellers, or any of them, or any Trust beneficiary, from HHI; (B) the valuation of the Excluded Stock; and (C) the removal or purchase of the Excluded Stock or other assets from HHI at any time taxable periods ending on or before the Balance Sheet Date in excess of the amounts paid prior to Closing Date; and (ii) or accrued on the Balance Sheet. Without limiting the generality of the foregoing, the indemnification provided herein, insofar as it relates to any Environmental Claim arising Law or Environmental Condition, shall specifically cover costs incurred in connection with respect to any investigation of site conditions (excepting the underground storage tank identified on Schedule 7.1.1(e); and (iii) a breach of any cost of the representations contained Environmental Assessments) or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or by the provisions of Section 6.7 hereof. Damages (except under Sections 4.4 and 4.18 or caused by the fraud of Seller as defined in Sections 4.1 Article XII) are limited by the terms of Article XII of this Agreement. The time and 4.2. scope of this indemnity and all other claims, rights, causes of action and remedies of Buyer, its affiliates and the Company as against Sellers is limited under all circumstances to: (fI) Notwithstanding anything contained in Section 7.1.1(e) during the first full year after the Balance Sheet Date to the contrary, the Purchaser Group may elect to charge the Escrow Account for any Claims and Losses for which MARCIA KAY RADELET, first as ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇OPOFF FAMILY TRUST, date▇ ▇▇▇▇▇▇r 14, 1985, and thereafter personally, agreed to defend, indemnify and hold harmless the Purchaser Group under subparts five million dollars (i$5,000,000), (ii) during the second full year after the Balance Sheet Date to three million dollars ($3,000,000), and (iii) aboveduring the third full year after the Balance Sheet Date to two million dollars ($2,000,000). For purposes of this section 10.3, and in such event, MARCIA KAY RADELET the date of an indemnifiable claim shall ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇er repay such charged amounts to be determined based upon the Escrow Accountdate a Claim Notice is delivered.