Common use of General Indemnification by Seller Clause in Contracts

General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in this Article VI, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser against, and hold it harmless from, any loss, liability, fine, claim, damage, cost or expense, including reasonable fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”) suffered or incurred by Purchaser, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, agents and representatives and their respective successors and assigns (collectively, the “Purchaser Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.03) to the extent arising, resulting from or relating to: (i) any breach or inaccuracy of any representation or warranty made by Seller in this Agreement; (ii) any breach of any covenant or agreement contained in this Agreement made or to be performed by Seller or any of its Affiliates; and (iii) any Closing Indebtedness, Closing Transaction Expenses or Closing Change of Control Payments that should have been reflected in the Final Closing Date Amount but were not so reflected. (b) Seller shall not be required to indemnify Purchaser and shall not have any liability: (i) under Section 6.01(a)(i) unless the aggregate amount of all Losses for which Seller would, but for this clause (i), be liable thereunder exceeds on a cumulative basis GBP 10,000,000 (the “Deductible”), and then only to the extent of any such excess; (ii) under Section 6.01(a)(i) for any individual claims until the Loss relating thereto and all other claims relating to the same or similar facts, circumstances, events or transactions exceeds GBP 100,000 (the “Per Claim Threshold”) and then all such amounts (including that below the Per Claim Threshold) shall be deemed a Loss; and (iii) under Section 6.01(a)(i) in excess of GBP 75,000,000 (the “Cap”); provided, however, that none of the Cap, the Deductible or the Per Claim Threshold shall apply with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation; provided further, however, that the cumulative indemnification obligations of Seller with respect to claims under this Agreement (including with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation but excluding claims under Section 6.03) shall not exceed the Purchase Price. (c) For purposes of Section 6.01(a)(i) above, any breach of any representation or warranty made by Seller in this Agreement (and the calculation of Losses arising, resulting from or relating thereto) shall be determined without regard to any materiality qualifications set forth in such representation or warranty, and all references to the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms shall be given no effect and shall be disregarded in their entirety for purposes of determining whether such representation or warranty was breached and the amount of Losses arising out of or resulting from any such breach of representation or warranty; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.05(d), Section 3.09(a) (for purposes of determining which Contracts are Company Contracts for purposes of this Agreement), Section 3.15 and the second sentence of Section 3.16 shall remain so qualified by the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms, as applicable. (d) Except for (i) any specific enforcement remedy to which a party is entitled pursuant to Section 7.05 and (ii) claims of, or causes of action arising from, Actual Fraud, Purchaser, on behalf of itself and each other Purchaser Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any and all claims under this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI. Notwithstanding the foregoing, nothing contained in this Section 6.01(d) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Purchaser may have the right to pursue a claim for indemnification under Article VI with respect to any facts or circumstances shall not operate to impair the application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Purchaser be entitled to receive indemnification for Losses (or Taxes) to the extent that any item is reflected in the calculation of Closing Working Capital and therefore reflected in the calculation of the Final Closing Date Amount.

General Indemnification by Seller. (a) Subject Seller hereby agrees to the terms (including the limitations) set forth in this Article VIdefend, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser against, and hold it harmless from, any loss, liability, fine, claim, damage, cost or expense, including reasonable fees Buyer and expenses of third party lawyers, accountants and other advisorsits Affiliates, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”) suffered or incurred by Purchaser, its Affiliates (including the Group Companies) and each of their respective officers, directors, employeesofficers and employees of Buyer and its Affiliates, agents from, against and representatives and their respective successors and assigns (collectively, in respect of the “Purchaser Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.03) to the extent arising, resulting from or relating tofollowing: (i) any breach and all Losses suffered or inaccuracy incurred by any of them by reason of any breached or untrue representation or warranty made by of Seller contained in this AgreementAgreement and any Proceeding incident thereto; (ii) any breach and all Losses suffered or incurred by any of them (before or after the Closing) by reason of the nonfulfillment of any covenant or agreement by Seller contained in this Agreement made (including, without limitation, the payment or to be performed performance by Seller or any of its Affiliates; andobligations under Sections 2.3 and 2.5 with respect to purchase price adjustments) and Seller's obligations under Section 9.1(c) (Tax Indemnification), Section 9.1(d) (Workers Compensation Indemnification) and Section 9.1(e) (Specific Claim Indemnification); (iii) any Closing Indebtednessand all Losses suffered or incurred by any of them by reason of any demands, Closing Transaction Expenses claims, inquiries, arbitration or Closing Change lawsuits of Control Payments any former shareholder of the Corporation, or any such shareholder's personal representative or any other person making a claim based on a relationship with a shareholder of the Corporation; (iv) any and all Losses suffered or incurred by any of them arising from any Indebtedness of the Corporation on the Effective Date, including, without limitation, any Loss resulting from satisfaction of Indebtedness in a manner that should have been gives rise to a Tax Liability, except to the extent reflected in the Final Closing Effective Date Amount but were not so reflected.Financial Report; (bv) Seller shall not be required to indemnify Purchaser any and shall not have any liability: (i) under Section 6.01(a)(i) unless the aggregate amount of all Losses for which Seller wouldsuffered or incurred by any of them attributable to the operation of the Business or the activities of the Corporation on or prior to the Closing Date, but for this clause (i), be liable thereunder exceeds on a cumulative basis GBP 10,000,000 (the “Deductible”), and then only except to the extent such Losses (A) are disclosed in this Agreement and specifically made an obligation of any such excess; Buyer or (iiB) under Section 6.01(a)(i) for any individual claims until are fully reflected on the Loss relating thereto Effective Date Financial Report and all other claims relating to used in calculating the same or similar facts, circumstances, events or transactions exceeds GBP 100,000 (the “Per Claim Threshold”) and then all such amounts (including that below the Per Claim Threshold) shall be deemed a LossPurchase Price Closing Adjustment; and (iiivi) under Section 6.01(a)(i) in excess of GBP 75,000,000 (the “Cap”); provided, however, that none of the Cap, the Deductible or the Per Claim Threshold shall apply with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation; provided further, however, that the cumulative indemnification obligations of Seller with respect to claims under this Agreement (including with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation but excluding claims under Section 6.03) shall not exceed the Purchase Price. (c) For purposes of Section 6.01(a)(i) above, any breach of any representation or warranty made by Seller in this Agreement (and the calculation of Losses arising, resulting from or relating thereto) shall be determined without regard to any materiality qualifications set forth in such representation or warranty, and all references to the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms shall be given no effect and shall be disregarded in their entirety for purposes of determining whether such representation or warranty was breached and the amount of Losses arising out of or resulting from any such breach of representation or warranty; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.05(d), Section 3.09(a) (for purposes of determining which Contracts are Company Contracts for purposes of this Agreement), Section 3.15 and the second sentence of Section 3.16 shall remain so qualified by the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms, as applicable. (d) Except for (i) any specific enforcement remedy to which a party is entitled pursuant to Section 7.05 and (ii) claims of, or causes of action arising from, Actual Fraud, Purchaser, on behalf of itself and each other Purchaser Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any and all claims under this Agreement shall be pursuant Losses suffered or incurred by any of them by reason of (A) any failure of any Employee Benefit Pension Plans maintained by the Corporation to the indemnification provisions set forth satisfy any discrimination testing requirements as required by Governmental Requirements, whether in this Article VI. Notwithstanding the foregoing, nothing contained in this Section 6.01(dorder to correct or compensate for such failure or otherwise and (B) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation withdrawal liability of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Purchaser may have the right to pursue a claim for indemnification under Article VI with respect Corporation or an ERISA Affiliate relating to any facts or circumstances shall not operate to impair the application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Purchaser be entitled to receive indemnification for Losses (or Taxes) to the extent that any item is reflected in the calculation of Closing Working Capital and therefore reflected in the calculation of the Final Closing Date AmountMultiemployer Plan.

General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in this Article VIVIII, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser against, and hold it harmless from, any loss, liability, fine, claim, damage, cost damage or expense, including reasonable and documented third party legal fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”) suffered or incurred by Purchaser, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, equityholders, agents and representatives and their respective successors and assigns (collectively, the “Purchaser Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.038.03) to the extent arising, arising or resulting from or relating to: to (i) the Seller Business (including the ownership or operation thereof), whether any breach such liability arises before or inaccuracy of any representation after Closing, is known or warranty made by Seller in this Agreement; unknown or is contingent or accrued, (ii) any breach of any covenant or agreement contained in this Agreement made or to be performed by Seller or any of its Affiliates; and Excluded Assets, (iii) any Closing Indebtedness, Closing Transaction Expenses or Closing Change of Control Payments that should have been reflected in the Final Closing Date Amount but were not so reflectedExcluded Liabilities and (iv) liabilities to be retained by Seller pursuant to Section 5.06. (b) Seller shall not be required to indemnify any Purchaser Indemnitee and shall not have any liability: (i) liability under Section 6.01(a)(i8.01(a) unless the aggregate amount of all Losses for which Seller would, but for this clause (i), be liable thereunder exceeds on a cumulative basis GBP 10,000,000 (the “Deductible”), and then only to the extent of any such excess; (ii) under Section 6.01(a)(i) for any individual claims until the Loss relating thereto and all other claims relating to the same or similar facts, circumstances, events or transactions exceeds GBP 100,000 (the “Per Claim Threshold”) and then all such amounts (including that below the Per Claim Threshold) shall be deemed a Loss; and (iii) under Section 6.01(a)(i) in excess of GBP 75,000,000 (the “Cap”); provided, however, that none of the Cap, the Deductible or the Per Claim Threshold shall apply with respect to arose from any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation; provided furtherrepresentation, howeverwarranty, that the cumulative indemnification obligations of Seller with respect agreement or covenant made or to claims under be performed by Purchaser in this Agreement (including with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation but excluding claims under Section 6.03) shall not exceed the Purchase PriceAgreement. (c) For purposes of Section 6.01(a)(i) above, any breach of any representation or warranty made by Seller in this Agreement (and the calculation of Losses arising, resulting from or relating thereto) shall be determined without regard to any materiality qualifications set forth in such representation or warranty, and all references to the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms shall be given no effect and shall be disregarded in their entirety for purposes of determining whether such representation or warranty was breached and the amount of Losses arising out of or resulting from any such breach of representation or warranty; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.05(d), Section 3.09(a) (for purposes of determining which Contracts are Company Contracts for purposes of this Agreement), Section 3.15 and the second sentence of Section 3.16 shall remain so qualified by the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms, as applicable. (d) Except for (i) any specific enforcement remedy to which a party is entitled pursuant to Section 7.05 and 9.05, (ii) claims of, or causes of action arising from, Actual Fraud, and (iii) claims arising from breach of the covenants and agreements included in Section 1.07 (other than Section 1.07(c)), Article V or in any Transaction Agreement to be performed fully or in part following the Closing, Purchaser, on behalf of itself and each other Purchaser Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any and all claims under relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIVIII. In furtherance of the foregoing, Purchaser, on behalf of itself and each other Purchaser Indemnitee, hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than those expressly contemplated by clauses (i), (ii) and (iii) of the immediately preceding sentence) it or any Purchaser Indemnitee may have against Seller or any of Seller’s Affiliates arising under or based upon this Agreement or any applicable Law, in each case except pursuant to the indemnification provisions set forth in this Article VIII. Notwithstanding the foregoing, nothing contained in this Section 6.01(d8.01(c) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Purchaser may have the right to pursue a claim for indemnification under Article VI VIII with respect to any facts or circumstances shall not operate to impair the application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Purchaser be entitled to receive indemnification for any Losses (or Taxes) to the extent that any item is the amount of such Losses (or Taxes) are reflected in the calculation of Closing Working Capital or Closing Indebtedness and therefore reflected in the calculation of the Final Closing Date Amount.

General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in this Article VIVIII, from and after the Closing, Seller and Intermediate Holdco shall (without duplication with respect to any other payment made pursuant to this Agreement) ), jointly and severally, indemnify Purchaser against, and hold it harmless from, any loss, liability, fine, claim, damage, cost Tax or expense, including reasonable and documented third-party legal fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”) suffered or incurred by Purchaser, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, stockholders, partners, members, agents and representatives and their respective successors and assigns (collectively, the “Purchaser Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.038.03 (Tax Indemnification)) to the extent arisingarising out of, relating to or resulting from or relating tofrom: (i) any breach or inaccuracy of any representation or warranty made by Seller or Intermediate Holdco in this Agreement; (ii) any breach of any covenant or agreement contained in this Agreement made or to be performed by Seller Seller, Intermediate Holdco or any of its Affiliates; andtheir respective Affiliates (including the Companies solely with respect to periods prior to the Closing); (iii) any Closing Indebtedness, Closing Transaction Expenses or Closing Change of Control Payments Indebtedness that should have been reflected in the Final Closing Date Statement but was not so reflected; (iv) the Retained Credit Support Obligations; (v) the Excluded Liabilities (as defined in the Reorganization Plan); and (vi) any Refunded Required Payment or Unpaid Contingent Payment that has not been paid to Purchaser and any amount reflected as part of the Closing Required Payment Amount but were in the Final Closing Statement that should not have been so reflected. (b) Seller and Intermediate Holdco shall not be required to indemnify any Purchaser Indemnitee and shall not have any liability: (i) under Section 6.01(a)(i8.01(a)(i) unless the aggregate amount of all Losses for which Seller and Intermediate Holdco would, but for this clause (i), be liable thereunder exceeds on a cumulative basis GBP 10,000,000 $13,250,000 (the “Deductible”), and then only to the extent of any such excess; (ii) under Section 6.01(a)(i8.01(a)(i) for any individual claims until items, or series of related items, where the Loss relating thereto and all other claims relating to the same or similar facts, circumstances, events or transactions exceeds GBP 100,000 is less than $500,000 (the “Per Claim Threshold”) ), and then all such amounts (including that below the Per Claim Threshold) items shall not be deemed a Loss; andaggregated for purposes of Section 8.01(b)(i); (iii) under Section 6.01(a)(i8.01(a)(i) in excess of GBP 75,000,000 the Indemnity Escrow Amount (the “Cap”); provided, however, that none of the Cap, the Deductible or the Per Claim Threshold shall apply with respect to any claim for indemnification arising out of of, relating to or resulting from a breach or alleged breach of a Seller Fundamental Representation; provided further, however, that the cumulative indemnification obligations of Seller and Intermediate Holdco with respect to claims under this Agreement (including with respect to any claim for indemnification arising out of of, relating to or resulting from a breach or alleged breach of a Seller Fundamental Representation Representation, but excluding claims with respect to any claim under Section 6.038.01(a)(iii), Section 8.01(a)(iv), Section 8.01(a)(v) or Section 8.01(a)(vi), which shall not be capped) shall not exceed the Purchase Price; and (iv) under Section 8.01(a) to the extent the Loss arose in connection with any breach of a representation and warranty or covenant made or to be performed by Purchaser in this Agreement. (c) For purposes of Section 6.01(a)(i) above, any breach of any representation or warranty made by Seller in this Agreement (and the calculation of Losses arising, resulting from or relating thereto) shall be determined without regard to any materiality qualifications set forth in such representation or warranty, and all references to the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms shall be given no effect and shall be disregarded in their entirety for purposes of determining whether such representation or warranty was breached and the amount of Losses arising out of or resulting from any such breach of representation or warranty; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.05(d), Section 3.09(a) (for purposes of determining which Contracts are Company Contracts for purposes of this Agreement), Section 3.15 and the second sentence of Section 3.16 shall remain so qualified by the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms, as applicable. (d) Except for (i) any specific enforcement remedy to which a party is entitled pursuant to Section 7.05 9.05 (Right to Specific Performance) and (ii) claims of, or causes of action arising from, Actual Fraud, Purchaser, on behalf of itself and each other Purchaser Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any and all claims under relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIVIII. In furtherance of the foregoing, Purchaser, on behalf of itself and each other Purchaser Indemnitee, hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than those expressly contemplated by clauses (i) and (ii) of the immediately preceding sentence) it or any Purchaser Indemnitee may have against Seller, Intermediate Holdco or any of their respective Affiliates arising under or based upon this Agreement, any document or certificate delivered in connection herewith or any applicable Law, in each case except pursuant to the indemnification provisions set forth in this Article VIII. Notwithstanding the foregoing, nothing contained in this Section 6.01(d8.01(c) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the Closing Unfunded Employee Liability Statement and the calculation of the Final Closing Date Amount and the Final Unfunded Employee Liability Amount pursuant to Section 1.041.04 (Purchase Price Adjustment), and the fact that Purchaser may have the right to pursue a claim for indemnification under Article VI VIII with respect to any facts or circumstances shall not operate to impair the application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Purchaser be entitled to receive indemnification for Losses (or Taxes) to the extent that any item is reflected in the calculation of Closing Working Capital and therefore reflected in the calculation of the Final Closing Date Amount.

General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in this Article VIVIII, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser against, and hold it harmless from, any loss, liability, fine, claim, damage, cost damage or expense, including reasonable and documented third party legal fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”) ), suffered or incurred by Purchaser, its Affiliates (including the Group CompaniesTransferred Company) and each of their respective officers, directors, employees, equityholders, agents and representatives and their respective successors and assigns (collectively, the “Purchaser Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.038.03) to the extent arising, arising or resulting from or relating to: from: (i) any breach liability arising out of or inaccuracy of relating to the Seller Business (including the ownership or operation thereof) or any representation Excluded Liability, in each case, whether any such liability arises before or warranty made by Seller in this Agreement; after Closing, is known or unknown or is contingent or accrued, and (ii) any breach by any Selling Entity of any covenant covenants or agreement agreements contained in this Agreement made or herein that by their terms are to be performed by Seller in whole or any of its Affiliates; and (iii) any Closing Indebtedness, Closing Transaction Expenses or Closing Change of Control Payments that should have been reflected in part after the Final Closing Date Amount but were not so reflectedClosing. (b) Seller shall not be required to indemnify Purchaser and shall not have any liability: (i) under Section 6.01(a)(i) unless the aggregate amount of all Losses for which Seller would, but for this clause (i), be liable thereunder exceeds on a cumulative basis GBP 10,000,000 (the “Deductible”), and then only to the extent of any such excess; (ii) under Section 6.01(a)(i) for any individual claims until the Loss relating thereto and all other claims relating to the same or similar facts, circumstances, events or transactions exceeds GBP 100,000 (the “Per Claim Threshold”) and then all such amounts (including that below the Per Claim Threshold) shall be deemed a Loss; and (iii) under Section 6.01(a)(i) in excess of GBP 75,000,000 (the “Cap”); provided, however, that none of the Cap, the Deductible or the Per Claim Threshold shall apply with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation; provided further, however, that the cumulative indemnification obligations of Seller with respect to claims under this Agreement (including with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation but excluding claims under Section 6.03) shall not exceed the Purchase Price. (c) For purposes of Section 6.01(a)(i) above, any breach of any representation or warranty made by Seller in this Agreement (and the calculation of Losses arising, resulting from or relating thereto) shall be determined without regard to any materiality qualifications set forth in such representation or warranty, and all references to the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms shall be given no effect and shall be disregarded in their entirety for purposes of determining whether such representation or warranty was breached and the amount of Losses arising out of or resulting from any such breach of representation or warranty; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.05(d), Section 3.09(a) (for purposes of determining which Contracts are Company Contracts for purposes of this Agreement), Section 3.15 and the second sentence of Section 3.16 shall remain so qualified by the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms, as applicable. (d) Except for (i) any specific enforcement remedy to which a party is entitled pursuant to Section 7.05 9.05 and (ii) claims of, or causes of action arising from, Actual Fraud, Purchaser, on behalf of itself and each other Purchaser Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any and all claims under relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIVIII. In furtherance of the foregoing, Purchaser, on behalf of itself and each other Purchaser Indemnitee, hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than those expressly contemplated by clauses (i) and (ii) of the immediately preceding sentence) it or any Purchaser Indemnitee may have against Seller or any of Seller’s Affiliates arising under or based upon this Agreement, any document or certificate delivered in connection herewith or any applicable Law, in each case except pursuant to the indemnification provisions set forth in this Article VIII. Notwithstanding the foregoing, nothing contained in this Section 6.01(d8.01(b) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Purchaser may have the right to pursue a claim for indemnification under Article VI VIII with respect to any facts or circumstances shall not operate to impair the application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Purchaser be entitled to receive indemnification for any Losses (or Taxes) to the extent that any item is the amount of such Losses (or Taxes) are reflected in the calculation of Closing Working Capital Indebtedness and therefore reflected in the calculation of the Final Closing Date Amount.

General Indemnification by Seller. (a) Subject Following the Closing and subject to the terms (including the limitations) set forth in and conditions of Article VIII and this Article VI, from and after the ClosingIX, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser againstwill indemnify, defend and hold it harmless from, any loss, liability, fine, claim, damage, cost or expense, including reasonable fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”) suffered or incurred by PurchaserBuyer, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, agents directors and representatives and their respective successors and assigns officers (collectively, the “Purchaser IndemniteesBuyer Group”) from and against any and all Damages actually incurred by any member of the Buyer Group based upon or arising out of (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.03) to the extent arising, resulting from or relating to: (i) any breach or inaccuracy of any representation or warranty made by Seller in this Agreement; (iia) any breach of any covenant or agreement of Seller contained in this Agreement made or to be performed by Seller or any breach prior to Closing of its Affiliates; and any covenant of the Company contained in this Agreement (except for any breach of any covenant relating to Taxes, indemnification for which shall be covered by Section 9.7(a)), (b) any breach of any of Seller’s representations and warranties contained in Sections 3.1 (Organization of the Company), 3.2 (Authorization), 3.5 (Capitalization), 3.6 (Subsidiaries of the Company) or 3.21 (Brokers’ Fees) or Sellers’ representations and warranties contained in Sections 4.1 (Organization of Seller), 4.2 (Authorization), 4.4 (Brokers’ Fees) and 4.7 (Guarantee) (such representations and warranties, collectively, the “Seller Specified Representations”), (c) any breach of any of Seller’s representations and warranties contained in Article III or of any of the Seller’s representations and warranties contained in Article IV, in each case, other than (i) Seller’s representations and warranties contained in Section 3.11 (Tax Matters), indemnification for which shall be covered by Section 9.7(a), (ii) the Seller Specified Representations and (iii) any Closing Indebtedness, Closing Transaction Expenses or Closing Change of Control Payments that should have been reflected the representations and warranties described in the Final Closing Date Amount but were not so reflected. (b) Seller shall not be required to indemnify Purchaser and shall not have any liability: (i) under Section 6.01(a)(i) unless the aggregate amount of all Losses for which Seller would, but for this clause (i9.1(d), be liable thereunder exceeds on a cumulative basis GBP 10,000,000 (d) any breach of Seller’s representations and warranties contained in Sections 3.9 (Undisclosed Liabilities), 3.10(b) (Compliance with Operating Representations since February 1, 2008), 3.18(b) (Equity Upside Payments) or 3.25 (Accounts Receivable; Inventory), (e) any claims by the parties listed in Section 9.1(e) of the Disclosure Schedule (the “DeductibleSpecified Parties”), and then only ) relating to the extent ownership and operation of the Company Group or the conduct of its business prior to the Closing, including, without limitation, the Reorganization or the Specified AR Proceeding (but excluding, for the avoidance of doubt, any such excess; (ii) under Section 6.01(a)(i) for any individual claims until the Loss relating thereto and all other claims relating to the same performance or similar facts, circumstances, events breach of any contract or transactions exceeds GBP 100,000 (the “Per Claim Threshold”agreement with any Specified Party following Closing) and then all any claims by any Specified Party in respect of any payment owing to such amounts (including that below Specified Party pursuant to the Per Claim Threshold) shall be deemed terms of any employment or consulting agreement between a Loss; and (iii) under Section 6.01(a)(i) in excess of GBP 75,000,000 (the “Cap”); provided, however, that none member of the CapCompany Group and such Specified Party, as in effect immediately prior to the Deductible or Closing, to the Per Claim Threshold shall apply with respect extent not reflected in Schedule A4, (f) any Earnout Prepayment Amount payable pursuant to the Contribution Agreement, (g) the matter described in item 1 of Section 3.12(c) of the Disclosure Schedule and (h) any claim for indemnification out of pocket costs and expenses of the Company Group following Closing relating to the Specified HS Proceeding to the extent arising out of a breach or alleged breach of a Seller Fundamental Representation; provided furtherand attributable to products, however, that the cumulative indemnification obligations of Seller with respect to claims under this Agreement (including with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation but excluding claims under Section 6.03) shall not exceed the Purchase Price. (c) For purposes of Section 6.01(a)(i) above, any breach of any representation or warranty made by Seller in this Agreement (goods and the calculation of Losses arising, resulting from or relating thereto) shall be determined without regard to any materiality qualifications set forth in such representation or warranty, and all references to the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms shall be given no effect and shall be disregarded in their entirety for purposes of determining whether such representation or warranty was breached and the amount of Losses arising out of or resulting from any such breach of representation or warranty; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.05(d), Section 3.09(a) (for purposes of determining which Contracts are Company Contracts for purposes of this Agreement), Section 3.15 and the second sentence of Section 3.16 shall remain so qualified by the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms, as applicable. (d) Except for (i) any specific enforcement remedy to which a party is entitled pursuant to Section 7.05 and (ii) claims of, or causes of action arising from, Actual Fraud, Purchaser, on behalf of itself and each other Purchaser Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any and all claims under this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI. Notwithstanding the foregoing, nothing contained in this Section 6.01(d) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation services of the Final Company Group prior to Closing Date Amount pursuant to Section 1.04(it being understood and agreed, and for the fact that Purchaser may have the right to pursue a claim for indemnification under Article VI with respect to any facts or circumstances shall not operate to impair the application avoidance of Section 1.04 in accordance with its terms; provided, howeverdoubt, that in no event shall Purchaser Seller have any Liability under this Section 9.1(h) for any Damages relating to any conduct, injunctive, operational or similar remedy that may be entitled to receive indemnification for Losses (or Taxes) to the extent that imposed upon any item is reflected in the calculation of Closing Working Capital and therefore reflected in the calculation member of the Final Closing Date AmountCompany Group in connection with the Specified HS Proceeding).

General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in this Article VI, from From and after the Closing, Seller shall shall, subject to the provisions of this Article VIII, indemnify, defend and hold harmless each Buyer and its respective employees, officers, directors, representatives, agents and Affiliates (without duplication the "Buyer Indemnified Parties") from, against and in respect of any and all damages, claims, losses, charges, actions, suits, proceedings and reasonable costs and expenses (but, other than with respect to any breach of any of the covenants contained in Article XI, not including, consequential, exemplary, special and punitive damages and lost profits, other payment made pursuant than such damages awarded to this Agreement) indemnify Purchaser against, and hold it harmless from, any loss, liability, fine, claim, damage, cost or expense, including reasonable fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”against a Buyer Indemnified Party) suffered or incurred by Purchaser, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, agents and representatives and their respective successors and assigns (collectively, the “Purchaser Indemnitees”"Losses") (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.03) to the extent arising, resulting from sustained or relating to: incurred by a Buyer Indemnified 29 37 Party as a result of or in connection with: (i) the Retained Liabilities, including, without limitation, any claim for or relating to product liability or defective product arising from sales of RC International Branded Concentrates or RC International Non-Branded Concentrates prior to the Closing Date but excluding all Retained Liabilities arising out of, related to or in connection with (x) any breach or inaccuracy by Seller of any of the representations or warranties contained in Section 6.15, (y) any Environmental Condition or (z) the environmental condition of the Owned Real Property (whether or not an Environmental Condition and whether or not the existence of such condition constitutes a breach by Seller of any of the representations or warranties contained in Section 6.15) ((x), (y) and (z) being, collectively, the "Environmental Retained Liabilities"), (ii) the Environmental Retained Liabilities, (iii) any breach of a representation or warranty made herein by Seller, (iv) the failure of Seller in this Agreement; and Buyers to comply with any applicable bulk transfer laws or (iiv) any breach by Seller of any covenant of the covenants or agreement agreements contained in this Agreement made or to be performed by Seller (other than with respect to the Retained Liabilities or any of its Affiliates; and (iii) any Closing Indebtedness, Closing Transaction Expenses or Closing Change of Control Payments that should have been reflected in the Final Closing Date Amount but were not so reflectedEnvironmental Retained Liabilities). (b) Notwithstanding any other provision of this Agreement to the contrary, Seller shall not be required to indemnify Purchaser and shall not have indemnify, defend or hold harmless any liability: Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 8.2(a) above, (i) with respect to any claim under Section 6.01(a)(iSections 8.2(a)(ii) or (iii) unless such claim involves Losses in excess of *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED] (nor shall any such claim involving Losses of *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED] or less be applied to or considered for purposes of calculating the aggregate amount of all Losses for which the Buyer Indemnified Parties' Losses) and (ii) unless the applicable Buyer has notified Seller would, but for in writing in accordance with Section 8.4 of a pending or threatened claim with respect to such matters within the applicable survival period set forth in Section 8.1. In addition to the requirements of the first sentence of this clause (iSection 8.2(b), Seller shall not be liable thereunder exceeds on a cumulative basis GBP 10,000,000 (the “Deductible”)required to indemnify, and then only defend or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, Losses pursuant to Section 8.2(a)(ii) to the extent of any such excess; (ii) under Section 6.01(a)(i) for any individual claims they relate to the RC International Assets or the RC International Business, unless and until the Loss relating thereto and all other claims relating to the same or similar facts, circumstances, events or transactions aggregate amount of such Buyer Indemnified Parties' Losses exceeds GBP 100,000 (the “Per Claim Threshold”) and then *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED] after which Seller shall be obligated for all such amounts (including that below Losses of the Per Claim Threshold) shall be deemed a Loss; and (iii) under Section 6.01(a)(i) Buyer Indemnified Parties only in excess of GBP 75,000,000 *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED], but not to exceed, in the aggregate, *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED] (the “"RC International Cap”"); provided, however, that none if Losses of the Buyer Indemnified Parties on account of breaches of the first sentence of Section 5.6(a) or Section 5.8(a), in the aggregate, when added to all other Losses, if any, subject to the RC International Cap, are in excess of the Deductible RC International Cap, Seller shall indemnify the Buyer Indemnified Parties for the amount of such Losses in excess of the RC International Cap, provided that such excess amount shall not exceed, in the aggregate, *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED]. In addition to the requirements of the first sentence of this Section 8.2(b), Seller shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, Losses pursuant to Section 8.2(a)(ii) or (iii) to the extent that they relate to the Cott Assets or the Per Claim Threshold shall apply with respect to Cott Business, unless and until the aggregate amount of such Buyer Indemnified Parties' Losses exceeds (x) *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED] (in the case of Losses arising other than on account of a breach of any claim for indemnification of the representations or warranties contained in Section 6.15 or any Environmental Retained Liability) and (y) *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED] in the case of Losses arising out of a breach of any of the representations or alleged breach warranties contained in Section 6.15 or any Environmental Retained Liability, after which, in either case, Seller shall be obligated for all such Losses of a the Buyer Indemnified Parties only in excess of *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED] (as reduced by any Environmental Remedial Costs paid by Cott pursuant to and in accordance with the Remediation Agreement) but not to exceed, for all such Losses under 30 38 Section 8.2(a)(ii) and (iii), *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED] (as reduced by any Environmental Remedial Costs paid by Seller Fundamental Representationpursuant to and in accordance with the Remediation Agreement) (the "Cott Cap"); provided furtherprovided, however, that if Losses of the cumulative indemnification obligations Buyer Indemnified Parties on account of breaches of the first sentence of Section 6.6(a) or Section 6.8(a) or the first sentence of Section 6.14(a), in the aggregate, when added to all other Losses subject to the Cott Cap, are in excess of the Cott Cap, Seller with respect to claims under this Agreement (including with respect to any claim shall indemnify the Buyer Indemnified Parties for indemnification arising out the amount of a breach or alleged breach such Losses in excess of a Seller Fundamental Representation but excluding claims under Section 6.03) the Cott Cap, provided that such excess amount shall not exceed exceed, in the Purchase Priceaggregate, *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED]. (c) For Solely for purposes of calculating the Losses that are subject to indemnification by Seller pursuant to Section 6.01(a)(i8.2(a) above(and not for purposes of determining whether a breach of any representation, warranty, covenant or agreement hereunder has occurred), all qualifications as to materiality, RC International MAE and/or Cott MAE contained in any representation or warranty, covenant or agreement in this Agreement shall not be considered. (d) All Losses sustained by any Buyer Indemnified Party on account of a claim for breach of any representation or warranty made by Seller in this Agreement (and the calculation of Losses arising, resulting from or relating thereto) under Article V shall be determined without regard to any materiality qualifications set forth in such representation or warranty, and all references subject to the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or RC International Cap. All Losses sustained by any similar terms shall be given no effect and shall be disregarded in their entirety Buyer Indemnified Party on account of a claim for purposes a breach of determining whether such any representation or warranty was breached and under Article VI shall be subject to the amount Cott Cap. The portion of any Losses arising out sustained by any Buyer Indemnified Party on account of a claim for a breach of any representation or resulting from warranty under Article IV that is attributable to the RC International Assets or the RC International Business shall be subject to the RC International Cap. The portion of any such Losses sustained by any Buyer Indemnified Party on account of a claim for a breach of representation under Article IV that is attributable to the Cott Assets or warranty; provided, however, that notwithstanding the foregoing, Cott Business shall be subject to the representations and warranties set forth in Section 3.05(d), Section 3.09(a) (for purposes of determining which Contracts are Company Contracts for purposes of this Agreement), Section 3.15 and the second sentence of Section 3.16 shall remain so qualified by the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms, as applicableCott Cap. (de) Except for (i) any specific enforcement remedy Notwithstanding anything to which a party is entitled pursuant to Section 7.05 the contrary contained herein, and (ii) claims of, or causes of action arising from, Actual Fraud, Purchaser, on behalf of itself and each other Purchaser Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect without limitation to any and all claims under this Agreement of Seller's rights hereunder, no Buyer Indemnified Party shall be pursuant to the indemnification provisions set forth in this Article VI. Notwithstanding the foregoing, nothing contained in this Section 6.01(d) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Purchaser may have the right to pursue a claim for indemnification under Article VI with respect to any facts or circumstances shall not operate to impair the application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Purchaser be entitled to receive indemnification bring any claim under Section 8.2(a) and Seller shall not be obligated for any Buyer Indemnified Parties' Losses (under Section 8.2(a), for any breach of any representation, warranty or Taxes) covenant by Seller hereunder of which Buyers' had Knowledge on or prior to the extent that any item is reflected in the calculation of Closing Working Capital and therefore reflected in the calculation of the Final Closing Date AmountClosing.

General Indemnification by Seller. (a) Subject Seller hereby agrees to the terms (including the limitations) set forth in this Article VIprotect, from and after the Closingdefend, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser against, and hold it harmless from, any loss, liability, fine, claim, damage, cost or expense, including reasonable fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”) suffered or incurred by PurchaserBuyer, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, agents and representatives affiliates and their respective successors and assigns assigns, from, against and in respect of any and all losses, costs, damages, charges or expenses (including, without limitation, reasonable attorneys' fees, costs and expenses, and the costs of investigation) (collectively, the “Purchaser Indemnitees”"Losses") (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.03) to the extent arising, resulting from or relating to: (ia) any breach misrepresentation or inaccuracy of any representation or warranty made by Seller in this Agreement; (ii) any breach of any covenant or agreement warranty of Seller contained in this Agreement made or any Schedules or any document or instrument to be performed by Seller or any of its Affiliates; and (iii) any Closing Indebtednessdelivered hereunder, Closing Transaction Expenses or Closing Change of Control Payments that should have been reflected in including without limitation the Final Closing Date Amount but were not so reflected. Registration Rights Agreement and Security Agreement (b) Seller shall not be required to indemnify Purchaser and shall not have any liability: (i) under Section 6.01(a)(i) unless the aggregate amount of all Losses for which Seller would, but for this clause (i), be liable thereunder exceeds on a cumulative basis GBP 10,000,000 (the “Deductible”), and then only to the extent nonfulfillment of any such excess; (ii) under Section 6.01(a)(i) for any individual claims until agreement on the Loss relating thereto and all other claims relating to the same or similar facts, circumstances, events or transactions exceeds GBP 100,000 (the “Per Claim Threshold”) and then all such amounts (including that below the Per Claim Threshold) shall be deemed a Loss; and (iii) under Section 6.01(a)(i) in excess of GBP 75,000,000 (the “Cap”); provided, however, that none of the Cap, the Deductible or the Per Claim Threshold shall apply with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation; provided further, however, that the cumulative indemnification obligations part of Seller with respect to claims under contained in this Agreement (including with respect any covenants to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation but excluding claims under Section 6.03) shall not exceed the Purchase Price. (c) For purposes of Section 6.01(a)(i) above, any breach of any representation or warranty made by Seller in this Agreement (and the calculation of Losses arising, resulting from or relating thereto) shall be determined without regard to any materiality qualifications indemnify set forth elsewhere in such representation or warranty, and all references to the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms shall be given no effect and shall be disregarded in their entirety for purposes of determining whether such representation or warranty was breached and the amount of Losses arising out of or resulting from any such breach of representation or warranty; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.05(d), Section 3.09(a) (for purposes of determining which Contracts are Company Contracts for purposes of this Agreement), Section 3.15 and (c) the second sentence of Section 3.16 shall remain so qualified by Assets arising on or prior to the terms “material”Closing Date, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms, as applicable. (d) Except for (i) any specific enforcement remedy to which a party is entitled pursuant to Section 7.05 and (ii) claims of, or causes of action arising from, Actual Fraud, Purchaser, on behalf of itself and each other Purchaser Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any and all claims under this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIExcluded Liability. Notwithstanding the foregoing, nothing contained Seller shall have no liability to indemnify Buyer under this Agreement until the amount of Losses suffered by Buyer exceeds US$40,000, after which time Seller shall be liable for all Losses including the initial $40,000; xxxxxt that any losses in this Section 6.01(d) respect of any Excluded Liability, including without limitation any liability pertaining to Taxes, shall in not be subject to, or counted against the aforementioned $40,000 "basket", provided that any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation liability or arising out of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Purchaser may have the right to pursue a claim for indemnification under Article VI with respect to any facts or circumstances matters described in Schedule 4.11 shall not operate be subject to impair the application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Purchaser be entitled to receive indemnification for Losses (or Taxes) to the extent that any item is reflected counted in the calculation of Closing Working Capital and therefore reflected in the calculation of the Final Closing Date Amount"basket."

General Indemnification by Seller. (a) Subject to the terms (including the limitations) terms, conditions and limitations set forth in this Article VIXI, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser against, and hold it harmless from, any loss, liability, fine, claim, damage, cost damage or expense, including reasonable reasonable, documented third party legal fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”) suffered or incurred by Purchaser, its Affiliates (including the Group CompaniesCompany after the Closing) and each of their respective officers, directors, employees, stockholders, agents and representatives and their respective successors and assigns (collectively, the “Purchaser Indemnitees”) (other than any Loss relating Losses related to Taxes, for which indemnification is provided under Section 6.03) 7.06), to the extent arising, arising or resulting from the following (if and only to the extent that a Purchaser Indemnitee provides written notice of such breach (which notice shall describe the applicable breach in reasonable detail, include copies of all available material written evidence thereof and indicate the estimated amount, if reasonably practicable, of Losses that have been or relating tomay be sustained by the applicable Purchaser Indemnitee in connection therewith) to Seller prior to the Fundamental Representation Survival Date or the General Representation Survival Date, as applicable: (i) any breach or inaccuracy of any representation or warranty made by Seller Fundamental Representation in this Agreement; (ii) any breach of any covenant or agreement contained Seller General Representation in this Agreement made (including, for the avoidance of doubt, any such breaches arising or occurring from and after the date hereof, and up to be performed and including the Closing, which are known to or discovered by Purchaser prior to the Closing (and are as such excluded or excepted from coverage under the R&W Insurance Policy), but which do not result in a failure of Purchaser’s conditions to Closing under Section 8.01(a), to the extent applicable to the Seller or any of its AffiliatesGeneral Representations); and (iii) any Closing Indebtedness, Closing Transaction Expenses or Closing Change the matters set forth on Section 11.01(a) of Control Payments that should have been reflected in the Final Closing Date Amount but were not so reflectedSeller Disclosure Schedule. (b) Notwithstanding anything to the contrary contained in Section 11.01(a), Seller shall not be required to indemnify any Purchaser Indemnitee and shall not have any liability: liability under this Section 11.01 to the extent (i) under Section 6.01(a)(i) unless the aggregate amount of all Losses for which Seller would, but for this clause any Loss arose in connection with any action taken or omitted to be taken by a Purchaser Indemnitee (i), be liable thereunder exceeds on a cumulative basis GBP 10,000,000 (the “Deductible”), and then only except to the extent such act or omission reflects the continuation, in all material respects, of any such excess; the pre-Closing practices of the Company, or is an action taken to mitigate a Loss as provided herein), or (ii) under Section 6.01(a)(i) for any individual claims until the Loss relating thereto and all other claims relating to the same or similar facts, circumstances, events or transactions exceeds GBP 100,000 (the “Per Claim Threshold”) and then all such amounts (including that below the Per Claim Threshold) shall be deemed a Loss; and (iii) under Section 6.01(a)(i) arose in excess of GBP 75,000,000 (the “Cap”); provided, however, that none of the Cap, the Deductible or the Per Claim Threshold shall apply connection with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation; provided further, however, that the cumulative indemnification obligations of Seller with respect representation and warranty or covenant made or to claims be performed by Purchaser under this Agreement (including with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation but excluding claims under Section 6.03) shall not exceed the Purchase PriceAgreement. (c) For purposes of Section 6.01(a)(i) above, any breach of any representation or warranty made by Seller in this Agreement (and the calculation of Losses arising, resulting from or relating thereto) shall be determined without regard to any materiality qualifications set forth in such representation or warranty, and all references to the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms shall be given no effect and shall be disregarded in their entirety for purposes of determining whether such representation or warranty was breached and the amount of Losses arising out of or resulting from any such breach of representation or warranty; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.05(d), Section 3.09(a) (for purposes of determining which Contracts are Company Contracts for purposes of this Agreement), Section 3.15 and the second sentence of Section 3.16 shall remain so qualified by the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms, as applicable. (d) Except for (i) any specific enforcement or equitable remedy to which a party Party is entitled pursuant to Section 7.05 and 12.11 or (ii) claims of, or causes of action arising from, Actual Fraud, Purchaser, on behalf of itself and each other Purchaser Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any and all claims under relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIXI. In furtherance of the foregoing, Purchaser, for itself and on behalf of the Purchaser Indemnitees, their Affiliates and their respective officers, directors, employees, partners, members, managers, agents, attorneys, representatives, successors and permitted assigns (the “Purchaser Waiving Parties”), hereby irrevocably waives to the fullest extent permitted under applicable Law, including by contractually shortening the applicable statute of limitations, from and after the Closing, any and all rights, claims and causes of action (other than those expressly contained in clauses (i) and (ii) of the immediately preceding sentence) that it or the Purchaser Waiving Parties may have against Seller, its Affiliates and their respective officers, directors, employees, partners, members, managers, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnity Parties”) relating to the operation of the Company or the Business or relating to the subject matter of this Agreement or the Disclosure Schedules or the Transactions, whether arising under, or based upon, any Law (including any right, whether arising at law or in equity, to seek indemnification, contribution, cost recovery, damages or any other recourse or remedy, including as may arise under common law or the Comprehensive Environmental Response, Compensation, and Liability Act or any other Environmental Law), in each case, except pursuant to this Article XI. Notwithstanding the foregoing, nothing contained in this Section 6.01(d11.01(c) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount Purchase Price pursuant to Section 1.04, and the fact that Purchaser may have the right to pursue a claim for indemnification under this Article VI XI with respect to any facts or circumstances shall not operate to impair the application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Purchaser be entitled to receive indemnification for Losses (or Taxes) to the extent that the amount of any item is actually reflected in the calculation of Closing Working Capital Capital, Funded Debt or Unpaid Company Transaction Expenses and therefore actually reflected in the calculation of the Final Closing Date AmountPurchase Price.

General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in this Article VI, from From and after the Closing, Seller shall shall, subject to the provisions of this Article VIII, indemnify, defend and hold harmless each Buyer and its respective employees, officers, directors, representatives, agents and Affiliates (without duplication the "Buyer Indemnified Parties") from, against and in respect of any and all damages, claims, losses, charges, actions, suits, proceedings and reasonable costs and expenses (but, other than with respect to any breach of any of the covenants contained in Article XI, not including, consequential, exemplary, special and punitive damages and lost profits, other payment made pursuant than such damages awarded to this Agreement) indemnify Purchaser against, and hold it harmless from, any loss, liability, fine, claim, damage, cost or expense, including reasonable fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”against a Buyer Indemnified Party) suffered or incurred by Purchaser, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, agents and representatives and their respective successors and assigns (collectively, the “Purchaser Indemnitees”"Losses") (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.03) to the extent arising, resulting from sustained or relating to: incurred by a Buyer Indemnified Party as a result of or in connection with: (i) the Retained Liabilities, including, without limitation, any claim for or relating to product liability or defective product arising from sales of RC International Branded Concentrates or RC International Non-Branded Concentrates prior to the Closing Date but excluding all Retained Liabilities arising out of, related to or in connection with (x) any breach or inaccuracy by Seller of any of the representations or warranties contained in Section 6.15, (y) any Environmental Condition or (z) the environmental condition of the Owned Real Property (whether or not an Environmental Condition and whether or not the existence of such condition constitutes a breach by Seller of any of the representations or warranties contained in Section 6.15) ((x), (y) and (z) being, collectively, the "Environmental Retained Liabilities"), (ii) the Environmental Retained Liabilities, (iii) any breach of a representation or warranty made herein by Seller, (iv) the failure of Seller in this Agreement; and Buyers to comply with any applicable bulk transfer laws or (iiv) any breach by Seller of any covenant of the covenants or agreement agreements contained in this Agreement made or to be performed by Seller (other than with respect to the Retained Liabilities or any of its Affiliates; and (iii) any Closing Indebtedness, Closing Transaction Expenses or Closing Change of Control Payments that should have been reflected in the Final Closing Date Amount but were not so reflectedEnvironmental Retained Liabilities). (b) Notwithstanding any other provision of this Agreement to the contrary, Seller shall not be required to indemnify Purchaser and shall not have indemnify, defend or hold harmless any liability: Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 8.2(a) above, (i) with respect to any claim under Section 6.01(a)(iSections 8.2(a)(ii) or (iii) unless such claim involves Losses in excess of *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED] (nor shall any such claim involving Losses of *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED] or less be applied to or considered for purposes of calculating the aggregate amount of all Losses for which the Buyer Indemnified Parties' Losses) and (ii) unless the applicable Buyer has notified Seller would, but for in writing in accordance with Section 8.4 of a pending or threatened claim with respect to such matters within the applicable survival period set forth in Section 8.1. In addition to the requirements of the first sentence of this clause (iSection 8.2(b), Seller shall not be liable thereunder exceeds on a cumulative basis GBP 10,000,000 (the “Deductible”)required to indemnify, and then only defend or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, Losses pursuant to Section 8.2(a)(ii) to the extent of any such excess; (ii) under Section 6.01(a)(i) for any individual claims they relate to the RC International Assets or the RC International Business, unless and until the Loss relating thereto and all other claims relating to the same or similar facts, circumstances, events or transactions aggregate amount of such Buyer Indemnified Parties' Losses exceeds GBP 100,000 (the “Per Claim Threshold”) and then *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED] after which Seller shall be obligated for all such amounts (including that below Losses of the Per Claim Threshold) shall be deemed a Loss; and (iii) under Section 6.01(a)(i) Buyer Indemnified Parties only in excess of GBP 75,000,000 *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED], but not to exceed, in the aggregate, *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED] (the “"RC International Cap”"); provided, however, that none if Losses of the Buyer Indemnified Parties on account of breaches of the first sentence of Section 5.6(a) or Section 5.8(a), in the aggregate, when added to all other Losses, if any, subject to the RC International Cap, are in excess of the Deductible RC International Cap, Seller shall indemnify the Buyer Indemnified Parties for the amount of such Losses in excess of the RC International Cap, provided that such excess amount shall not exceed, in the aggregate, *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED]. In addition to the requirements of the first sentence of this Section 8.2(b), Seller shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, Losses pursuant to Section 8.2(a)(ii) or (iii) to the extent that they relate to the Cott Assets or the Per Claim Threshold shall apply with respect to Cott Business, unless and until the aggregate amount of such Buyer Indemnified Parties' Losses exceeds (x) *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED] (in the case of Losses arising other than on account of a breach of any claim for indemnification of the representations or warranties contained in Section 6.15 or any Environmental Retained Liability) and (y) *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED] in the case of Losses arising out of a breach or alleged breach of a Seller Fundamental Representation; provided further, however, that the cumulative indemnification obligations of Seller with respect to claims under this Agreement (including with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation but excluding claims under Section 6.03) shall not exceed the Purchase Price. (c) For purposes of Section 6.01(a)(i) above, any breach of any representation of the representations or warranty made by warranties contained in Section 6.15 or any Environmental Retained Liability, after which, in either case, Seller in this Agreement (and the calculation of Losses arising, resulting from or relating thereto) shall be determined without regard to obligated for all such Losses of the Buyer Indemnified Parties only in excess of *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED] (as reduced by any materiality qualifications set forth in such representation or warranty, and all references to the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms shall be given no effect and shall be disregarded in their entirety for purposes of determining whether such representation or warranty was breached and the amount of Losses arising out of or resulting from any such breach of representation or warranty; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.05(d), Section 3.09(a) (for purposes of determining which Contracts are Company Contracts for purposes of this Agreement), Section 3.15 and the second sentence of Section 3.16 shall remain so qualified Environmental Remedial Costs paid by the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms, as applicable. (d) Except for (i) any specific enforcement remedy to which a party is entitled Cott pursuant to Section 7.05 and (ii) claims of, or causes of action arising from, Actual Fraud, Purchaser, on behalf of itself and each other Purchaser Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any and all claims under this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI. Notwithstanding the foregoing, nothing contained in this Section 6.01(d) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Purchaser may have the right to pursue a claim for indemnification under Article VI with respect to any facts or circumstances shall not operate to impair the application of Section 1.04 in accordance with its terms; providedthe Remediation Agreement) but not to exceed, however, that in no event shall Purchaser be entitled to receive indemnification for all such Losses (or Taxes) to the extent that any item is reflected in the calculation of Closing Working Capital and therefore reflected in the calculation of the Final Closing Date Amount.under

General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in this Article VIVIII, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser against, and hold it harmless from, any loss, liability, fine, claim, damage, cost damage or expense, including reasonable and documented third party legal fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”) suffered or incurred by Purchaser, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, equityholders, agents and representatives and their respective successors and assigns (collectively, the “Purchaser Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.038.03) to the extent arising, arising or resulting from or relating to: to (i) the Seller Business (including the ownership or operation thereof), whether any breach such liability arises before or inaccuracy of any representation after Closing, is known or warranty made by Seller in this Agreement; unknown or is contingent or accrued, (ii) any breach of any covenant or agreement contained in this Agreement made or to be performed by Seller or any of its Affiliates; and Excluded Assets, (iii) any Closing Indebtedness, Closing Transaction Expenses or Closing Change of Control Payments that should have been reflected in the Final Closing Date Amount but were not so reflectedExcluded Liabilities and (iv) liabilities to be retained by Seller pursuant to Section 5.06. (b) Seller shall not be required to indemnify any Purchaser Indemnitee and shall not have any liability: (i) liability under Section 6.01(a)(i8.01(a) unless the aggregate amount of all Losses for which Seller would, but for this clause (i), be liable thereunder exceeds on a cumulative basis GBP 10,000,000 (the “Deductible”), and then only to the extent of any such excess; (ii) under Section 6.01(a)(i) for any individual claims until the Loss relating thereto and all other claims relating to the same or similar facts, circumstances, events or transactions exceeds GBP 100,000 (the “Per Claim Threshold”) and then all such amounts (including that below the Per Claim Threshold) shall be deemed a Loss; and (iii) under Section 6.01(a)(i) in excess of GBP 75,000,000 (the “Cap”); provided, however, that none of the Cap, the Deductible or the Per Claim Threshold shall apply with respect to arose from any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation; provided furtherrepresentation, howeverwarranty, that the cumulative indemnification obligations of Seller with respect agreement or covenant made or to claims under be performed by Purchaser in this Agreement (including with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation but excluding claims under Section 6.03) shall not exceed the Purchase PriceAgreement. (c) For purposes of Section 6.01(a)(i) above, any breach of any representation or warranty made by Seller in this Agreement (and the calculation of Losses arising, resulting from or relating thereto) shall be determined without regard to any materiality qualifications set forth in such representation or warranty, and all references to the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms shall be given no effect and shall be disregarded in their entirety for purposes of determining whether such representation or warranty was breached and the amount of Losses arising out of or resulting from any such breach of representation or warranty; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.05(d), Section 3.09(a) (for purposes of determining which Contracts are Company Contracts for purposes of this Agreement), Section 3.15 and the second sentence of Section 3.16 shall remain so qualified by the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms, as applicable. (d) Except for (i) any specific enforcement remedy to which a party is entitled pursuant to Section 7.05 and 9.05, (ii) claims of, or causes of action arising from, Actual Fraud, and (iii) claims arising from breach of the covenants and agreements included in Article V or in any Transaction Agreement to be performed fully or in part following the Closing, Purchaser, on behalf of itself and each other Purchaser Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any and all claims under relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIVIII. In furtherance of the foregoing, Purchaser, on behalf of itself and each other Purchaser Indemnitee, hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than those expressly contemplated by clauses (i), (ii) and (iii) of the immediately preceding sentence) it or any Purchaser Indemnitee may have against Seller or any of Seller’s Affiliates arising under or based upon this Agreement or any applicable Law, in each case except pursuant to the indemnification provisions set forth in this Article VIII. Notwithstanding the foregoing, nothing contained in this Section 6.01(d8.01(c) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Purchaser may have the right to pursue a claim for indemnification under Article VI VIII with respect to any facts or circumstances shall not operate to impair the application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Purchaser be entitled to receive indemnification for any Losses (or Taxes) to the extent that any item is the amount of such Losses (or Taxes) are reflected in the calculation of Closing Working Capital or Closing Indebtedness and therefore reflected in the calculation of the Final Closing Date Amount.

General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in this Article VIVIII, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser against, and hold it harmless from, any loss, liability, fine, claim, damage, cost damage or expense, including reasonable and documented third party legal fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”) ), suffered or incurred by Purchaser, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, equityholders, agents and representatives and their respective successors and assigns (collectively, the “Purchaser Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.038.03) to the extent arising, arising or resulting from or relating to: (i) any breach liability arising out of or inaccuracy of relating to the Seller Business (including the ownership or operation thereof), whether any representation such liability arises before or warranty made by Seller in this Agreement; after Closing, is known or unknown or is contingent or accrued, (ii) any Excluded Assets or Excluded Liabilities and (iii) Seller’s or its Subsidiaries’ (including the Designated Seller Subsidiary) and Affiliates’ (and prior to the Closing, the Group Companies’) breach of any covenant or agreement contained in this Agreement made or to be performed by Seller or any of its Affiliates; and (iii) any Closing Indebtedness, Closing Transaction Expenses or Closing Change of Control Payments that should have been reflected in the Final Closing Date Amount but were not so reflectedAgreement. (b) Seller shall not be required to indemnify any Purchaser Indemnitee and shall not have any liability: liability (i) under Section 6.01(a)(i8.01(a) unless the aggregate amount of all Losses for which Seller would, but for this clause (i), be liable thereunder exceeds on a cumulative basis GBP 10,000,000 (the “Deductible”), and then only to the extent the Loss arose as a result of any such excess; breach of a representation, warranty, agreement or covenant made or to be performed by Purchaser in this Agreement or (ii) under Section 6.01(a)(i8.01(a)(iii) for in respect of breaches of any individual claims until the Loss relating thereto and all other claims relating covenant or agreement that by their terms are to be performed prior to the same or similar facts, circumstances, events or transactions exceeds GBP 100,000 (the “Per Claim Threshold”) and then all such amounts (including that below the Per Claim Threshold) shall be deemed a Loss; and (iii) under Section 6.01(a)(i) Closing in excess of GBP 75,000,000 (the “Cap”); provided, however, that none of the Cap, the Deductible or the Per Claim Threshold shall apply with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation; provided further, however, that the cumulative indemnification obligations of Seller with respect to claims under this Agreement (including with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation but excluding claims under Section 6.03) shall not exceed the Purchase Price$10,000,000. (c) For purposes of Section 6.01(a)(i) above, any breach of any representation or warranty made by Seller in this Agreement (and the calculation of Losses arising, resulting from or relating thereto) shall be determined without regard to any materiality qualifications set forth in such representation or warranty, and all references to the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms shall be given no effect and shall be disregarded in their entirety for purposes of determining whether such representation or warranty was breached and the amount of Losses arising out of or resulting from any such breach of representation or warranty; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.05(d), Section 3.09(a) (for purposes of determining which Contracts are Company Contracts for purposes of this Agreement), Section 3.15 and the second sentence of Section 3.16 shall remain so qualified by the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms, as applicable. (d) Except for (i) any specific enforcement remedy to which a party is entitled pursuant to Section 7.05 9.05 and (ii) claims of, or causes of action arising from, Actual Fraud, Purchaser, on behalf of itself and each other Purchaser Indemnitee, agrees that (other than any recourse it may have to the insurers under its representations and warranties insurance policy) its sole and exclusive remedy after the Closing with respect to any and all claims under relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIVIII. Notwithstanding the foregoing, nothing contained in this Section 6.01(d8.01(c) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Purchaser may have the right to pursue a claim for indemnification under Article VI VIII with respect to any facts or circumstances shall not operate to impair the application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Purchaser be entitled to receive indemnification for any Losses (or Taxes) to the extent that any item is the amount of such Losses (or Taxes) are reflected in the calculation of Closing Working Capital or Closing Indebtedness and therefore reflected in the calculation of the Final Closing Date Amount.

General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in this Article VIVIII, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser Indemnitees against, and hold it them harmless from, : (i) any loss, liability, fine, claim, damage, cost damage or expense, including reasonable and documented third party legal fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”) suffered or incurred by Purchaser, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, equityholders, agents and representatives and their respective successors and assigns (collectively, the “Purchaser Indemnitees”) all Losses (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.038.03) to the extent arising, arising or resulting from or relating tofrom: (iA) any breach or inaccuracy to the extent of any representation or warranty made by Seller in this Agreement; (ii) any breach of any covenant or agreement contained in this Agreement made or to be performed by Seller or any of its Affiliates; and (iii) any Closing Indebtedness, Closing Transaction Expenses or Closing Change of Control Payments that should have been reflected in the Final Estimated Closing Date Amount Statement but were not so reflected; and (B) any liability arising out of or relating to the Seller Business (including the ownership or operation thereof), whether any such liability arises before or after Closing, is known or unknown or is contingent or accrued; and (ii) the Specified Losses. (b) Seller shall not be required to indemnify any Purchaser Indemnitee and shall not have any liability: (i) liability under Section 6.01(a)(i8.01(a) unless the aggregate amount of all Losses for which Seller would, but for this clause (i), be liable thereunder exceeds on a cumulative basis GBP 10,000,000 (the “Deductible”), and then only to the extent of any such excess; (ii) under Section 6.01(a)(i) for any individual claims until the Loss relating thereto and all other claims relating to the same or similar facts, circumstances, events or transactions exceeds GBP 100,000 (the “Per Claim Threshold”) and then all such amounts (including that below the Per Claim Threshold) shall be deemed a Loss; and (iii) under Section 6.01(a)(i) in excess of GBP 75,000,000 (the “Cap”); provided, however, that none of the Cap, the Deductible or the Per Claim Threshold shall apply with respect to resulted primarily from any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation; provided furtherrepresentation, howeverwarranty, that the cumulative indemnification obligations of Seller with respect agreement or covenant made or to claims under be performed by Purchaser in this Agreement (including with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation but excluding claims under Section 6.03) shall not exceed the Purchase PriceAgreement. (c) For purposes of Section 6.01(a)(i) above, any breach of any representation or warranty made by Seller in this Agreement (and the calculation of Losses arising, resulting from or relating thereto) shall be determined without regard to any materiality qualifications set forth in such representation or warranty, and all references to the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms shall be given no effect and shall be disregarded in their entirety for purposes of determining whether such representation or warranty was breached and the amount of Losses arising out of or resulting from any such breach of representation or warranty; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.05(d), Section 3.09(a) (for purposes of determining which Contracts are Company Contracts for purposes of this Agreement), Section 3.15 and the second sentence of Section 3.16 shall remain so qualified by the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms, as applicable. (d) Except for (i) any specific enforcement remedy to which a party is entitled pursuant to Section 7.05 9.05 and (ii) claims of, or causes of action arising from, Actual Fraud, Purchaser, on behalf of itself and each other Purchaser Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any and all claims under relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIVIII. In furtherance of the foregoing, Purchaser, on behalf of itself and each other Purchaser Indemnitee, hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than those expressly contemplated by clauses (i) and (ii) of the immediately preceding sentence) it or any Purchaser Indemnitee may have against Seller or any of Seller’s Affiliates arising under or based upon this Agreement, any document or certificate delivered in connection herewith or any applicable Law, in each case except pursuant to the indemnification provisions set forth in this Article VIII. Notwithstanding the foregoing, nothing contained in this Section 6.01(d8.01(c) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Purchaser may have the right to pursue a claim for indemnification under Article VI VIII with respect to any facts or circumstances shall not operate to impair the application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Purchaser be entitled to receive indemnification for any Losses (or Taxes) to the extent that any item is the amount of such Losses (or Taxes) are reflected in the calculation of Closing Working Capital or Closing Indebtedness and therefore reflected in the calculation of the Final Closing Date Amount.

General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in other provisions of this Article VI11, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to by execution of this Agreement) , the Seller hereby agrees to indemnify Purchaser againstthe Buyer, and hold it harmless from, any loss, liability, fine, claim, damage, cost or expense, including reasonable fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”) suffered or incurred by Purchaser, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, agents and representatives Parent and their respective successors and assigns and hold them harmless against and in respect of: (collectivelya) any and all loss, the “Purchaser Indemnitees”liability, cost, expense or damage (including judgments and settlement payments) (other than any Loss relating to Taxesincurred by Buyer or Parent incident to, for which indemnification is provided under Section 6.03) to the extent arising, arising in connection with or resulting from or relating to: (i) any breach breach, nonperformance or inaccuracy of any representation representation, warranty, or warranty covenant by the Seller or Principal Shareholders made or contained in this Agreement or in any Schedule hereto or any certificate or other document executed by Seller in or any Principal Shareholder and delivered to Buyer or Parent pursuant to this Agreement; Agreement or the transactions contemplated herein (all of which survive the Closing for the period during which a claim may be asserted under Section 11.5 below); (ii) any Environmental Matter set forth on Schedule 3.17 or which is based on conditions existing or events occurring immediately preceding the Closing to the extent such loss, liability, cost, expense or damage exceeds $25,000; and/or (iii) any liability or obligations of Seller, known or unknown, existing or hereafter arising, which is not among the Assumed Liabilities; (b) any and all loss, liability, cost, expense or damage (i) arising out of any Taxes of Seller or either Acquired Subsidiary (A) with respect to any Pre-Closing Tax Period, or (B) resulting, directly or indirectly, from any transaction contemplated in this Agreement, or (C) resulting, directly or indirectly, from a material breach of any representation, warranty or covenant set forth in Section 3.19 of this Agreement; and (ii) and any reasonable cost or agreement contained expense or professional fee incurred in this Agreement made connection with any examination or to be performed investigation by Seller a taxing authority or any administrative or judicial proceeding involving a Tax period (or part of its Affiliatesa Tax period) ending on or before the Closing Date; and (iiic) any Closing Indebtednessand all reasonable costs, Closing Transaction Expenses expenses and all other actual damages incurred by Buyer or Closing Change Parent in enforcing this indemnity or in remedying any breach, misrepresentation, non-performance or inaccuracy described above, including, by way of Control Payments that should have been reflected in the Final Closing Date Amount but were illustration and not so reflected. (b) Seller shall not be required to indemnify Purchaser limitation, all reasonable legal and shall not have any liability: (i) under Section 6.01(a)(i) unless the aggregate amount of accounting fees, other reasonable professional expenses and all Losses for which Seller would, but for this clause (i), be liable thereunder exceeds on a cumulative basis GBP 10,000,000 (the “Deductible”)filing fees, and then only to the extent of any such excess; (ii) under Section 6.01(a)(i) for any individual claims until the Loss relating collection costs incident thereto and all other such fees, costs and expenses incurred in defending claims relating to the same or similar factswhich, circumstancesif successfully prosecuted, events or transactions exceeds GBP 100,000 would have resulted in Damages (the “Per Claim Threshold”) as defined herein). Any and then all such amounts (including that below the Per Claim Threshold) shall be deemed a Loss; and (iii) under Section 6.01(a)(i) in excess of GBP 75,000,000 (the “Cap”); provided, however, that none of the Cap, the Deductible or the Per Claim Threshold shall apply with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation; provided further, however, that the cumulative indemnification obligations of Seller with respect to claims under this Agreement items set forth in clauses (including with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation but excluding claims under Section 6.03a) shall not exceed the Purchase Price. through (c) For purposes of Section 6.01(a)(i) above, any breach of any representation for which Buyer or warranty made by Seller in this Agreement (and the calculation of Losses arising, resulting from or relating thereto) shall be determined without regard to any materiality qualifications set forth in such representation or warranty, and all references to the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms shall be given no effect and shall be disregarded in their entirety for purposes of determining whether such representation or warranty was breached and the amount of Losses arising out of or resulting from any such breach of representation or warranty; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.05(d), Section 3.09(a) (for purposes of determining which Contracts are Company Contracts for purposes of this Agreement), Section 3.15 and the second sentence of Section 3.16 shall remain so qualified by the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms, as applicable. (d) Except for (i) any specific enforcement remedy to which a party Parent is entitled pursuant to Section 7.05 and (ii) claims of, or causes of action arising from, Actual Fraud, Purchaser, on behalf of itself and each other Purchaser Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any and all claims under this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI. Notwithstanding the foregoing, nothing contained in this Section 6.01(d) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Purchaser may have the right to pursue a claim for indemnification under Article VI with respect to any facts or circumstances shall not operate to impair the application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Purchaser be entitled to receive indemnification for Losses (or Taxes) to the extent that any item is reflected in the calculation of Closing Working Capital and therefore reflected in the calculation of the Final Closing Date Amountindemnified hereunder are called "Damages."

General Indemnification by Seller. (a) Subject Seller agrees, subject to the terms other terms, conditions and limitations of this Agreement (including the limitations) set forth in this Article VIprovisions of Section 9.06 hereof), from to indemnify Purchaser, Sub and after each of the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser Indemnitees against, and to 38 39 hold it Purchaser, Sub and each of the other Purchaser Indemnitees harmless from, any loss, liability, fine, claim, damage, cost or expense, including reasonable fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”) suffered or incurred by Purchaser, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, agents and representatives and their respective successors and assigns (collectively, the “Purchaser Indemnitees”) (other than any all Loss relating to Taxes, for which indemnification is provided under Section 6.03) to the extent arisingarising out of, resulting from from, caused by or relating attributable to: (ia) any breach or inaccuracy the failure of any representation or warranty made of Seller contained in this Agreement (including any schedule or exhibit hereto), to be true and correct as of the Effective Date or as of the Closing Date or the failure of any representation or warranty contained in the Ancillary Agreements or the Seller Closing Documents to be true and correct as of the Closing Date; (b) the breach or violation by Seller of any covenant or agreement of Seller contained in this Agreement (including any schedule or exhibit hereto), the Ancillary Agreements or the Seller Closing Documents; (c) any of the Excluded Assets or any of the Excluded Liabilities or any other obligations or Liability of Seller not expressly assumed by Purchaser under this Agreement; (iid) the operation or management of the Storage Products Business or the Business Assets at any time or times on or prior to the Closing Date (including without limitation any and all Taxes arising out of, or payable with respect to, Seller's business operations through the Closing Date) and any charges or actions brought by employees, agents or representatives of Seller arising out of or based upon events occurring on or prior to the Closing Date; (e) Liability for (or any Liability applicable to Purchaser, Sub or any other Purchaser Indemnitee as a result of) noncompliance with any bulk sales, bulk transfer, fraudulent conveyance or similar laws applicable to the transactions contemplated by this Agreement or any claim asserting that any transactions contemplated by this Agreement constitutes a fraudulent conveyance or any similar claim; (f) any breach demand, claim, debt, suit, cause of action, arbitration or other proceeding that is made or asserted by any third party arising out of any covenant product or agreement contained in this Agreement service that was sold, licensed or otherwise provided by Seller to third parties (either prior to, on or after the Closing); (g) any demand, claim, debt, suit, cause of action, arbitration or other proceeding made or asserted against Purchaser arising because of the failure to be performed comply with any applicable bulk sale or similar asset transfer laws; (h) any (A) Foreign Employee Liabilities (including without limitation those arising under the Undertakings Law); or (B) demand, claim, debt, suit, cause of action, arbitration, investigation or other proceeding made or asserted by any Mandated Employee or any other employee or independent contractor of Seller, any Seller Subsidiary or any affiliate of Seller or any former employee or independent contractor of its Affiliates; and (iii) Seller, any Closing IndebtednessSeller Subsidiary or any affiliate of Seller, Closing Transaction Expenses that relates in any manner to any alleged, actual or Closing Change constructive termination by Seller, any Seller Subsidiary or any affiliate of Control Payments Seller of such person's employment or the services of such person, or that should have been reflected in involves a claim of adverse employment action, discrimination, relocation, promotion, demotion, unequal pay or any other matter relating to the Final Closing Date Amount but were not so reflected. (b) employment of such person by Seller, any Seller shall not be required to indemnify Purchaser and shall not have Subsidiary or any liability:affiliate of Seller; (i) under Section 6.01(a)(i) unless termination by Seller, any Seller Subsidiary or any affiliate of Seller of the aggregate amount of all Losses for which Seller would, but for this clause (i), be liable thereunder exceeds on a cumulative basis GBP 10,000,000 (the “Deductible”), and then only to the extent employment of any such excess; (ii) under Section 6.01(a)(i) for any individual claims until the Loss relating thereto and all other claims relating to the same or similar facts, circumstances, events or transactions exceeds GBP 100,000 (the “Per Claim Threshold”) and then all such amounts (including that below the Per Claim Threshold) shall be deemed a Loss; and (iii) under Section 6.01(a)(i) in excess of GBP 75,000,000 (the “Cap”); provided, however, that none of the Cap, the Deductible or the Per Claim Threshold shall apply with respect to Employees at any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation; provided further, however, that the cumulative indemnification obligations of Seller with respect to claims under this Agreement (including with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation but excluding claims under Section 6.03) shall not exceed the Purchase Price. (c) For purposes of Section 6.01(a)(i) above, any breach of any representation or warranty made by Seller in this Agreement (and the calculation of Losses arising, resulting from or relating thereto) shall be determined without regard to any materiality qualifications set forth in such representation or warranty, and all references to the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms shall be given no effect and shall be disregarded in their entirety for purposes of determining whether such representation or warranty was breached and the amount of Losses arising out of or resulting from any such breach of representation or warranty; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.05(d), Section 3.09(a) (for purposes of determining which Contracts are Company Contracts for purposes of this Agreement), Section 3.15 and the second sentence of Section 3.16 shall remain so qualified by the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms, as applicable. (d) Except for (i) any specific enforcement remedy to which a party is entitled pursuant to Section 7.05 and (ii) claims of, or causes of action arising from, Actual Fraud, Purchasertime prior to, on behalf of itself and each other Purchaser Indemnitee, agrees that its sole and exclusive remedy or after the Closing with respect to any and all claims under this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI. Notwithstanding the foregoingDate, nothing contained in this Section 6.01(d) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Purchaser may have the right to pursue a claim for indemnification under Article VI with respect to any facts or circumstances shall not operate to impair the application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Purchaser be entitled to receive indemnification for Losses (or Taxes) to the extent that any item is reflected in the calculation of Closing Working Capital and therefore reflected in the calculation of the Final Closing Date Amount.severance

General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in this Article VI, from From and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser againstindemnify, defend and hold it harmless from, any loss, liability, fine, claim, damage, cost or expense, including reasonable fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”) suffered or incurred by PurchaserBuyer, its Affiliates (including the Group Companies) and each of their respective agents, representatives, officers, members, directors, employees, agents partners and representatives and their respective successors and assigns equity holders (collectivelyeach, the a “Purchaser IndemniteesBuyer Indemnified Person”) from, against, and with respect to any and all Losses resulting from, arising out of or in connection with any of the following (other than any Loss relating to Taxesin each case, for which indemnification is provided under Section 6.03) to the extent arising, resulting from or relating to:without duplication): (ia) any breach or inaccuracy of any representation or warranty made by of Seller or the Company contained in this Agreement (including the schedules and exhibits attached hereto and the certificates delivered pursuant hereto); (b) any breach, or any failure to perform or observe, any covenant of, or any agreement to be performed or observed by, Seller or the Company contained in this Agreement; (iic) any breach Taxes of the Company, Seller, any Related Party of Seller or AMHI with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (as determined below) to the portion of such period beginning before and ending on the Closing Date); provided that, for the purposes of this Section 8.2(c), in the case of any covenant Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (A) in the case of any Taxes other than Taxes based upon or agreement contained in this Agreement made related to income or receipts, be deemed to be performed the amount of such Tax for the entire Tax period multiplied by Seller a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (B) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would by payable if the relevant Tax period ended on the Closing Date; (d) any ERISA Liabilities; (e) any Change of its AffiliatesControl Payments (other than those resulting from agreements put in place by Company subsequent to the Closing); (f) any Indebtedness of the Company of the type referred to in clauses (i), (ii), (iv) and (ix) of the definition thereof, as of the Closing Date; and (iiig) any Closing Indebtedness, Closing Transaction Expenses or Closing Change of Control Payments that should have been reflected Retained Liabilities (as defined in the Final Closing Date Amount but were not so reflected. (b) Seller shall not be required to indemnify Purchaser BroadSign Assignment and shall not have any liability: (i) under Section 6.01(a)(i) unless the aggregate amount of all Losses for which Seller would, but for this clause (i), be liable thereunder exceeds on a cumulative basis GBP 10,000,000 (the “Deductible”), and then only to the extent of any such excess; (ii) under Section 6.01(a)(i) for any individual claims until the Loss relating thereto and all other claims relating to the same or similar facts, circumstances, events or transactions exceeds GBP 100,000 (the “Per Claim Threshold”Assumption Agreement) and then all such amounts (including that below the Per Claim Threshold) shall be deemed a Loss; and (iii) under Section 6.01(a)(i) in excess of GBP 75,000,000 (the “Cap”); provided, however, that none of the Cap, the Deductible or the Per Claim Threshold shall apply with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation; provided further, however, that the cumulative indemnification obligations of Seller with respect to claims under this Agreement (including with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation but excluding claims under Section 6.03) shall not exceed the Purchase Price. (c) For purposes of Section 6.01(a)(i) above, any breach of any representation or warranty made by Seller in this Agreement (and the calculation of Losses arising, resulting from or relating thereto) shall be determined without regard to any materiality qualifications set forth in such representation or warranty, and all references to the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms shall be given no effect and shall be disregarded in their entirety for purposes of determining whether such representation or warranty was breached and the amount of Losses arising out of or resulting from any such breach of representation or warranty; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.05(d)the BroadSign Assignment and Assumption Agreement, Section 3.09(a) (for purposes without duplication of determining which Contracts are Company Contracts for purposes of this Agreement)any amounts payable by Seller or Media Network Services, Section 3.15 and the second sentence of Section 3.16 shall remain so qualified by the terms “material”, “Seller Material Adverse Effect”, “Company Material Adverse Effect” or any similar terms, as applicable. (d) Except for (i) any specific enforcement remedy to which a party is entitled pursuant to Section 7.05 and (ii) claims of, or causes of action arising from, Actual Fraud, Purchaser, on behalf of itself and each other Purchaser Indemnitee, agrees that its sole and exclusive remedy after the Closing LLC with respect to any such breach or the Retained Liabilities under the BroadSign Assignment and all claims under this Agreement shall be pursuant to the indemnification provisions set forth in this Article VI. Notwithstanding the foregoing, nothing contained in this Section 6.01(d) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Purchaser may have the right to pursue a claim for indemnification under Article VI with respect to any facts or circumstances shall not operate to impair the application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Purchaser be entitled to receive indemnification for Losses (or Taxes) to the extent that any item is reflected in the calculation of Closing Working Capital and therefore reflected in the calculation of the Final Closing Date AmountAssumption Agreement.