Common use of General Indemnification Obligation Clause in Contracts

General Indemnification Obligation. Supplier will indemnify, defend and hold harmless Snap-on (“Snap-on” in this section refers to Snap-on Incorporated and its subsidiaries) and the Distribution Associates (as defined herein) from any and all Claims (as defined herein) (i) resulting from injury or death to any person or damage to any property arising directly or indirectly from or in connection with any of the Products; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s Products, including any proceedings applicable to any government contracts; (iii) on account of any actual or alleged infringement or other violation of patent, trademark, trade names, trade secrets, copyright or other proprietary rights arising out of the manufacture, use or sale of Supplier’s Products; (iv) resulting from Supplier’s breach of this Agreement or any inaccuracy of any representation or warranty made by Supplier in this Agreement; or (v) arising directly or indirectly from any act of the Supplier’s sub-Suppliers. This indemnity and defense applies to all Claims and damages, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence, the Supplier or Supplier’s sub-supplier’s misappropriation or misuse of any intellectual property rights of Snap-on or any violation by Supplier or Supplier’s Sub-Supplier’s obligations under the Agreement, including but not limited to the Tooling, Intellectual Property Rights, Indemnification, or Insurance sections of the Agreement, or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or remediating any conditions. This defense and indemnity includes Claims that Snap-on or the Distribution Associate was negligent or at fault for any reason, including Snap-on’s or the Distribution Associate’s own conduct. It also includes but is not limited to any Claim that Snap-on or the Distribution Associate was at fault for not inspecting or testing the Products or not analyzing the design of the Products or for negligently inspecting, testing or analyzing the design of the Products or for selling the Products based upon knowledge it had or should have had, or for entering into this Agreement.

General Indemnification Obligation. Supplier will indemnify(a) From and after the Closing, defend each Party (the “Indemnifying Party”) agrees to indemnify and hold harmless Snapthe other Party (i.e., each of the T-on (“Snap-on” in this section refers to Snap-on Incorporated Mobile Parties or the Seller, as the case may be) and its subsidiariesAffiliates, and its and their respective shareholders, partners, directors, officers, members, managers, agents, employees, successors and assigns (each, an “Indemnified Party”) against and the Distribution Associates (as defined herein) from in respect of any and all Claims damages, losses, deficiencies, liabilities, assessments, fines, judgments, costs and other expenses (as defined hereinincluding reasonable legal fees and expenses and reasonable expenses of investigation) (“Losses”) actually incurred or suffered by any Indemnified Party, whether such Losses relate to claims, actions or causes of action asserted by any Indemnified Party against the Indemnifying Party or asserted by third parties, that result from, relate to or arise out of: (i) resulting from injury any inaccuracy in or death breach of the representations and warranties made by the Indemnifying Party herein or in any certificate or other document delivered pursuant hereto; and (ii) any nonfulfillment or breach by the Indemnifying Party of any of the covenants or agreements made by the Indemnifying Party herein. (b) From and after the Closing, the Seller as Indemnifying Party agrees to indemnify and hold harmless the T-Mobile Parties and their Affiliates, and the T-Mobile Parties’ and their Affiliates’ respective shareholders, partners, directors, officers, agents, employees, successors and assigns, as Indemnified Parties, against and in respect of any person and all Losses actually incurred or damage suffered by any such Indemnified Party that result from, relate to or arise out of any property claims by third parties arising directly out of or indirectly in connection with the ownership or use by the Seller of the Seller Licenses prior to the Closing (other than claims arising from or in connection with any the Existing Lease or the use or operation of the Products; Seller Licenses by the T-Mobile Parties or their Affiliates thereunder and the Seller shall have no liability for such claims). (iic) asserted From and after the Closing, the T-Mobile Parties (jointly and severally, acting as a single Party) as Indemnifying Party agree to indemnify, hold harmless and reimburse the Party and its Affiliates, and the Seller’s and its Affiliates’ respective shareholders, partners, directors, officers, members, managers, agents, employees, successors and assigns, as Indemnified Parties, against and in any governmental proceeding or action with respect to the Supplier’s Products, including any proceedings applicable to any government contracts; (iii) on account of any actual and all Losses actually incurred or alleged infringement suffered by any such Indemnified Party that result from, relate to or other violation arise out of patent, trademark, trade names, trade secrets, copyright or other proprietary rights any claims by third parties arising out of or in connection with the manufactureownership or use by T-Mobile License, use Nextel or sale of Supplier’s Products; (iv) resulting from Supplier’s breach of this Agreement other T-Mobile Affiliates on or any inaccuracy of any representation or warranty made by Supplier in this Agreement; or (v) arising directly or indirectly from any act after the Closing of the Supplier’s sub-Suppliers. This indemnity and defense applies to all Claims and damages, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence, the Supplier or Supplier’s sub-supplier’s misappropriation or misuse of any intellectual property rights of Snap-on or any violation by Supplier or Supplier’s Sub-Supplier’s obligations under the Agreement, including but not limited to the Tooling, Intellectual Property Rights, Indemnification, or Insurance sections of the Agreement, or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or remediating any conditions. This defense and indemnity includes Claims that Snap-on or the Distribution Associate was negligent or at fault for any reason, including Snap-on’s or the Distribution Associate’s own conduct. It also includes but is not limited to any Claim that Snap-on or the Distribution Associate was at fault for not inspecting or testing the Products or not analyzing the design of the Products or for negligently inspecting, testing or analyzing the design of the Products or for selling the Products based upon knowledge it had or should have had, or for entering into this AgreementSeller Licenses.

General Indemnification Obligation. Supplier will indemnify(a) Subject to the other provisions of this Agreement (including, defend specifically, Section 7.3 hereof), the Majority Shareholders, jointly and severally, shall indemnify and hold harmless Snap-on (“Snap-on” in this section refers to Snap-on Incorporated and its subsidiaries) the Purchaser and the Distribution Associates (as defined herein) Sub and their respective officers, directors, employees, agents, representatives and Affiliates from and against any and all Claims actual, out-of-pocket losses (as defined hereinincluding diminution in value losses), liabilities, claims, damages, penalties, fines, judgments, awards, settlements, costs, fees, expenses (including, without limitation, reasonable attorneys’ fees) and disbursements (collectively, the “Losses”) by any of the foregoing arising out of or otherwise in respect of (i) resulting from injury any breaches in any representation or death to warranty, or any person breach of any covenant or damage to any property arising directly or indirectly from or in connection with any agreement, of the ProductsShareholders contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement; (ii) asserted in any governmental proceeding Indebtedness or action with respect to Expenses of the Supplier’s Products, including any proceedings applicable to any government contractsCompany not fully paid on or recouped by the Closing Date; (iii) on account any Taxes of the Company in respect of the Pre-Closing Tax Period; or (iv) any actual tax imposed, along with any interest, penalties and other additions to tax relating thereto, if the Merger fails to qualify as a tax free reorganization at any time after the Closing Date unless the failure to so qualify shall result solely from actions taken by the Purchaser or alleged infringement or other violation the Sub. (b) The Purchaser and the Sub, jointly and severally, shall indemnify and hold harmless the Shareholders and their respective agents, representatives and Affiliates from and against any and all Losses by any of patent, trademark, trade names, trade secrets, copyright or other proprietary rights the foregoing arising out of the manufacture, use or sale otherwise in respect of Supplier’s Products; (ivi) resulting from Supplier’s breach of this Agreement or any inaccuracy of breaches in any representation or warranty made by Supplier warranty, or any breach of any covenant or agreement, of the Purchaser or the Sub contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement; or (vii) arising directly or indirectly from any act Taxes in respect of the Supplier’s subPost-Suppliers. This indemnity and defense applies to all Claims and damages, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence, the Supplier or Supplier’s sub-supplier’s misappropriation or misuse of any intellectual property rights of Snap-on Closing Tax Period or any violation payroll and similar employment-based Taxes due by Supplier or Supplier’s Sub-Supplier’s obligations under the Agreement, including but not limited to Company after the Tooling, Intellectual Property Rights, Indemnification, or Insurance sections date of the Agreement, or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or remediating any conditions. This defense and indemnity includes Claims that Snap-on or the Distribution Associate was negligent or at fault for any reason, including Snap-on’s or the Distribution Associate’s own conduct. It also includes but is not limited to any Claim that Snap-on or the Distribution Associate was at fault for not inspecting or testing the Products or not analyzing the design of the Products or for negligently inspecting, testing or analyzing the design of the Products or for selling the Products based upon knowledge it had or should have had, or for entering into this Agreement.

General Indemnification Obligation. Supplier will indemnify(a) Seller and each Member, defend jointly and severally but, subject to the limitations contained in Section 11.3, shall jointly and severally indemnify and hold harmless Snap-on Purchaser and Parent and their respective officers, managers, members, directors, employees, agents and Affiliates (each a “Snap-on” in this section refers to Snap-on Incorporated and its subsidiaries) and the Distribution Associates (as defined hereinPurchaser Indemnified Party”) from and against any and all Claims losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees, expenses (as defined hereinincluding but not limited to reasonable attorneys’ fees) and disbursements (collectively “Losses”) actually sustained by any of such Persons based upon, arising out of, or otherwise in respect of: (i) resulting from injury or death to any person or damage to any property arising directly or indirectly from or inaccuracies in connection with any of the Products; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s Products, including any proceedings applicable to any government contracts; (iii) on account of any actual or alleged infringement or other violation of patent, trademark, trade names, trade secrets, copyright or other proprietary rights arising out of the manufacture, use or sale of Supplier’s Products; (iv) resulting from Supplier’s breach of this Agreement or any inaccuracy breach of any representation or warranty made by Supplier of Seller or any Member contained in this AgreementAgreement or any Ancillary Agreement (including any schedule or exhibit attached hereto or thereto); (ii) any breach of any covenant or agreement of Seller or any Member contained in this Agreement or any Ancillary Agreement (including any schedule or exhibit attached hereto or thereto); (iii) any of the Retained Liabilities; or and (viv) arising directly or indirectly the failure of Purchaser to withhold a portion of the Final Purchase Price until receipt of tax clearance certificates for Seller from any act of the Supplier’s sub-Suppliers. This indemnity and defense applies to all Claims and damages, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence, the Supplier or Supplier’s sub-supplier’s misappropriation or misuse of applicable Governmental Authority as may be required by any intellectual property rights of Snap-on or any violation by Supplier or Supplier’s Sub-Supplier’s obligations under the Agreement, including but not limited to the Tooling, Intellectual Property Rights, Indemnification, or Insurance sections of the Agreement, or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and applicable Legal Requirement. (b) Purchaser and Parent, jointly and severally, shall indemnify and hold harmless Seller and each Member, and its respective officers, managers, employees, agents and Affiliates (each a “Seller Indemnified Party”) from and against any costs and expensesall Losses actually sustained by any of such Persons based upon, including attorney’s fees, incurred by Snap-on arising out of or a Distribution Associate while assisting otherwise in respect of: (i) any inaccuracies in or presenting any defense breach of any representation or investigating warranty of Purchaser contained in this Agreement or remediating any conditions. This defense and indemnity includes Claims that Snap-on Ancillary Agreement (including any schedule or the Distribution Associate was negligent exhibit attached hereto or at fault for thereto); (ii) any reasonbreach of any warranty, covenant, or agreement of Purchaser contained in this Agreement or any Ancillary Agreement (including Snap-on’s any schedule or the Distribution Associate’s own conduct. It also includes but is not limited to exhibit attached hereto or thereto); (iii) any Claim that Snap-on or the Distribution Associate was at fault for not inspecting or testing the Products or not analyzing the design of the Products Assumed Liabilities; and (iv) any liability, loss, or for negligently inspecting, testing or analyzing obligation resulting from the design operation of the Products or for selling Business after the Products based upon knowledge it had or should have hadClosing Date, or for entering into this Agreementexcept to the extent arising from a Retained Liability.

General Indemnification Obligation. Supplier will indemnify(a) From and after the Closing, defend each Party (the “Indemnifying Party”) agrees to indemnify and hold harmless Snap-on (“Snap-on” in this section refers to Snap-on Incorporated the other Party and its subsidiaries) Affiliates, and the Distribution Associates its and their respective Representatives, successors and assigns (as defined herein) from each, an “Indemnified Party”), against and in respect of any and all Claims (as defined herein) Losses incurred or suffered by any Indemnified Party, that result from, relate to or arise out of (i) resulting from injury or death to any person or damage to any property arising directly or indirectly from or in connection with any of the Products; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s Products, including any proceedings applicable to any government contracts; (iii) on account of any actual or alleged infringement or other violation of patent, trademark, trade names, trade secrets, copyright or other proprietary rights arising out of the manufacture, use or sale of Supplier’s Products; (iv) resulting from Supplier’s breach of this Agreement or any inaccuracy of in any representation or warranty made by Supplier the Indemnifying Party in this Agreement as of the date hereof or the Closing Date (except to the extent such representation or warranty speaks as of a particular date, in which case such inaccuracy shall be determined as of such particular date) and (ii) any breach or failure by the Indemnifying Party to perform any of the covenants or agreements made by the Indemnifying Party in this Agreement; or (v) arising directly or indirectly from any act of the Supplier’s sub-Suppliers. This indemnity and defense applies to all Claims and damages, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence, the Supplier or Supplier’s sub-supplier’s misappropriation or misuse of any intellectual property rights of Snap-on or any violation by Supplier or Supplier’s Sub-Supplier’s obligations under the Agreement, including but not limited to the Tooling, Intellectual Property Rights, Indemnification, or Insurance sections of the Agreement, or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and . (b) From and after the Closing, Seller as Indemnifying Party agrees to indemnify and hold harmless Purchaser and its Affiliates, and Purchaser’s and its Affiliates’ respective Representatives, successors and assigns, as Indemnified Parties (collectively, “Purchaser Indemnified Parties”), against and in respect of any costs and expensesall Losses incurred or suffered by any such Indemnified Party that result from, including attorneyrelate to or arise out of: (i) any claims by third parties arising out of, in connection with or relating to the ownership or operation of the Seller Licenses by Seller and its Affiliates prior to the Closing Date, or (ii) all Liabilities arising out of, in connection with or relating to any Assigned Specified Lease prior to the Closing Date. (c) From and after the Closing, Purchaser as Indemnifying Party agrees to indemnify and hold harmless Seller and its Affiliates, and Seller’s feesand its Affiliates’ respective Representatives, successors and assigns, as Indemnified Parties (collectively, “Seller Indemnified Parties”), against and in respect of any and all Losses incurred or suffered by Snap-any such Indemnified Party that result from, relate to or arise out of: (i) any claims by third parties arising out of, in connection with or relating to the ownership or operation of the Seller Licenses by Purchaser and its Affiliates on or a Distribution Associate while assisting after the Closing Date, or (ii) all Liabilities arising out of, in connection with or presenting relating to any defense or investigating or remediating any conditions. This defense and indemnity includes Claims that Snap-Assigned Specified Lease on or after the Distribution Associate was negligent or at fault for any reason, including Snap-on’s or the Distribution Associate’s own conduct. It also includes but is not limited to any Claim that Snap-on or the Distribution Associate was at fault for not inspecting or testing the Products or not analyzing the design of the Products or for negligently inspecting, testing or analyzing the design of the Products or for selling the Products based upon knowledge it had or should have had, or for entering into this AgreementClosing Date.

General Indemnification Obligation. Supplier will indemnify(a) From and after the Closing, defend each Party (the “Indemnifying Party”) agrees to indemnify and hold harmless Snapthe other Party (i.e., each of the T-on (“Snap-on” in this section refers to Snap-on Incorporated Mobile Parties or the Seller, as the case may be) and its subsidiariesAffiliates, and its and their respective shareholders, partners, directors, officers, members, managers, agents, employees, successors and assigns (each, an “Indemnified Party”) against and the Distribution Associates (as defined herein) from in respect of any and all Claims damages, losses, deficiencies, liabilities, assessments, fines, judgments, costs and other expenses (as defined hereinincluding reasonable legal fees and expenses and reasonable expenses of investigation) (“Losses”) actually incurred or suffered by any Indemnified Party, whether such Losses relate to claims, actions or causes of action asserted by any Indemnified Party against the Indemnifying Party or asserted by third parties, that result from, relate to or arise out of: (i) resulting from injury any inaccuracy in or death breach of the representations and warranties made by the Indemnifying Party herein or in any certificate or other document delivered pursuant hereto; and (ii) any nonfulfillment or breach by the Indemnifying Party of any of the covenants or agreements made by the Indemnifying Party herein. (b) From and after the Closing, the Seller as Indemnifying Party agrees to indemnify and hold harmless the T-Mobile Parties and their Affiliates, and the T-Mobile Parties’ and their Affiliates’ respective shareholders, partners, directors, officers, agents, employees, successors and assigns, as Indemnified Parties, against and in respect of any person and all Losses actually incurred or damage suffered by any such Indemnified Party that result from, relate to or arise out of any property claims by third parties arising directly out of or indirectly in connection with the ownership or use by the Seller of the Seller Licenses prior to the Closing (other than claims arising from or in connection with any the Existing Lease or the use or operation of the Products; Seller Licenses by the T-Mobile Parties or their Affiliates thereunder and the Seller shall have no liability for such claims). (iic) asserted From and after the Closing, the T-Mobile Parties (jointly and severally, acting as a single Party) as Indemnifying Party agree to indemnify, hold harmless and reimburse the Party and its Affiliates, and the Seller’s and its Affiliates’ respective shareholders, partners, directors, officers, members, managers, agents, employees, successors and assigns, as Indemnified Parties, against and in any governmental proceeding or action with respect to the Supplier’s Products, including any proceedings applicable to any government contracts; (iii) on account of any actual and all Losses actually incurred or alleged infringement suffered by any such Indemnified Party that result from, relate to or other violation arise out of patent, trademark, trade names, trade secrets, copyright or other proprietary rights any claims by third parties arising out of or in connection with the manufacture, ownership or use by T-Mobile License or sale of Supplier’s Products; (iv) resulting from Supplier’s breach of this Agreement other T-Mobile Affiliates on or any inaccuracy of any representation or warranty made by Supplier in this Agreement; or (v) arising directly or indirectly from any act after the Closing of the Supplier’s sub-Suppliers. This indemnity and defense applies to all Claims and damages, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence, the Supplier or Supplier’s sub-supplier’s misappropriation or misuse of any intellectual property rights of Snap-on or any violation by Supplier or Supplier’s Sub-Supplier’s obligations under the Agreement, including but not limited to the Tooling, Intellectual Property Rights, Indemnification, or Insurance sections of the Agreement, or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or remediating any conditions. This defense and indemnity includes Claims that Snap-on or the Distribution Associate was negligent or at fault for any reason, including Snap-on’s or the Distribution Associate’s own conduct. It also includes but is not limited to any Claim that Snap-on or the Distribution Associate was at fault for not inspecting or testing the Products or not analyzing the design of the Products or for negligently inspecting, testing or analyzing the design of the Products or for selling the Products based upon knowledge it had or should have had, or for entering into this AgreementSeller Licenses.

General Indemnification Obligation. Supplier will indemnify(a) From and after the Closing Date, defend the Seller shall indemnify and hold harmless Snap-on (“Snap-on” in this section refers to Snap-on Incorporated the Purchaser and its subsidiaries) officers, directors, employees, agents and the Distribution Associates (as defined herein) Affiliates from and against any and all Claims losses, liabilities, claims, direct damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses (as defined hereinincluding but not limited to reasonable attorneys’ fees) and disbursements, but excluding incidental, consequential or punitive damages (other than any of the same payable to a Person not entitled to indemnification under this Agreement on account of claim giving rise to a Liability Claim, which shall be deemed to be direct damages for these purposes) (collectively “Losses”) based upon, arising out of or otherwise in respect of (i) resulting from injury or death to any person or damage to any property arising directly or indirectly from or inaccuracies in connection with any of the Products; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s Products, including any proceedings applicable to any government contracts; (iii) on account of any actual or alleged infringement or other violation of patent, trademark, trade names, trade secrets, copyright or other proprietary rights arising out of the manufacture, use or sale of Supplier’s Products; (iv) resulting from Supplier’s breach of this Agreement or any inaccuracy breach of any representation or warranty made by Supplier of the Seller contained in this Agreement; Agreement (including any Schedule attached hereto) or any Ancillary Agreement (vdetermined in each case without regard to any qualification with respect to materiality, material adverse effect or other similar qualification), (ii) arising directly any breach of any covenant or indirectly from any act agreement of the Supplier’s sub-Suppliers. This indemnity Seller contained in this Agreement (including any Schedule attached hereto) or any Ancillary Agreement, (iii) any of the Retained Liabilities and defense applies (iv) the Seller’ failure to comply with any bulk transfer Laws, including state tax bulk transfer laws. (b) From and after the Closing Date, the Purchaser shall indemnify and hold harmless the Seller and its officers, directors, employees, agents and Affiliates from and against any and all Claims and damagesLosses based upon, regardless arising out of nature and designation, whether based on or otherwise in respect of (i) any inaccuracies in or any breach of contractany representation or warranty of the Purchaser contained in this Agreement (including any Schedule attached hereto) or any Ancillary Agreement, (ii) any breach of warranty, strict liability, product liability, negligence, any covenant or agreement of the Supplier or Supplier’s sub-supplier’s misappropriation or misuse of Purchaser contained in this Agreement (including any intellectual property rights of Snap-on Schedule attached hereto) or any violation by Supplier or Supplier’s Sub-Supplier’s obligations under the Ancillary Agreement, including but not limited to the Tooling, Intellectual Property Rights, Indemnification, or Insurance sections of the Agreement, or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (biii) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or remediating any conditions. This defense and indemnity includes Claims that Snap-on or the Distribution Associate was negligent or at fault for any reason, including Snap-on’s or the Distribution Associate’s own conduct. It also includes but is not limited to any Claim that Snap-on or the Distribution Associate was at fault for not inspecting or testing the Products or not analyzing the design of the Products or for negligently inspecting, testing or analyzing the design of the Products or for selling the Products based upon knowledge it had or should have had, or for entering into this AgreementAssumed Liabilities.

General Indemnification Obligation. Supplier will (a) After Closing, each entity comprising the Seller hereby agrees to indemnify, defend and hold harmless Snap-on the Purchaser, its Affiliates, and their respective directors, officers, managers, employees, Affiliates, agents, advisors, representatives, successors and assigns (each, a “Snap-on” in this section refers to Snap-on Incorporated Purchaser Indemnified Party”), severally and its subsidiaries) not jointly, from and against, and pay and reimburse the Distribution Associates (as defined herein) from Purchaser Indemnified Parties for, any and all Claims losses, Liabilities, claims, obligations, deficiencies, demands, judgments, damages, interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, settlements, Taxes, costs, disbursements and expenses (as defined herein) including reasonable costs of investigation and reasonable defense and attorneys’ and other professionals’ fees), whether or not involving a Third Party Claim (individually, a “Loss” and, collectively, “Losses”): (i) based upon, attributable to or resulting from injury or death to any person or damage to any property arising directly or indirectly from or in connection with the failure of any of the Products; representations or warranties made by such entity in this Agreement (including any Schedule or Exhibit attached hereto) or under any Ancillary Agreement to be true and correct in all respects at and as of the Closing Date; (ii) asserted in based upon, attributable to or resulting from the breach of any governmental proceeding covenant or action with respect to other agreement on the Supplier’s Products, including part of such entity under this Agreement or under any proceedings applicable to any government contractsAncillary Agreement; and (iii) on account (A) relating to the Retained Assets or (B) constituting or related to any Retained Liabilities that are Retained Assets or Retained Liabilities of such entity. (b) After Closing, the Purchaser hereby agrees to indemnify, defend and hold harmless the Seller and its Affiliates, and their respective directors, officers, managers, employees, Affiliates, agents, advisors, representatives, successors and assigns (each, a “Seller Indemnified Party”) from and against, and pay and reimburse the applicable Seller Indemnified Parties for, the amount of any actual Losses: (i) based upon, attributable to or alleged infringement or other violation of patent, trademark, trade names, trade secrets, copyright or other proprietary rights arising out of the manufacture, use or sale of Supplier’s Products; (iv) resulting from Supplier’s breach of this Agreement or any inaccuracy the failure of any representation or warranty made by Supplier the Purchaser in this Agreement (including any Schedule or Exhibit attached hereto) or under any Ancillary Agreement to be true and correct in all respects at and as of the Closing Date; (ii) based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of the Purchaser under this Agreement or any Ancillary Agreement; and (iii) (A) related to the Business (other than any Retained Assets) or any of the Purchased Assets to the extent arising after the Closing Date or (B) constituting or related to any Assumed Liabilities. (c) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section ‎12.1(a)‎(i) or ‎(b)‎(i), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section ‎12.1(a)‎(i) or ‎(b)‎(i) exceeds $400,000 (the “Threshold”), in which event the Indemnifying Party shall be required to pay or be liable for Losses in excess of the Threshold. The aggregate amount of all Losses for which an Indemnifying Party shall be liable to the Indemnified Party for indemnification under Section ‎12.1(a)‎(i) or ‎(b)‎(i), as the case may be, shall not exceed $10,000,000 (the "Cap"). For the avoidance of doubt, for purposes of this paragraph, the Threshold and the Cap shall be measured separately for each of Purchaser, on the one hand, and Seller, collectively, on the other hand. Notwithstanding anything to the contrary in this Agreement; , the limitations set forth in this Section ‎12.1(c) shall not apply to any Losses based upon (i) actual fraud or willful misconduct in the making of any representation or warranty in this Agreement or (vii) a breach of any Fundamental Representations. (d) Payments by an Indemnifying Party pursuant to this Section ‎12.1 in respect of any Loss shall be limited to the amount of any Liability or damage that remains after deducting therefrom any (i) insurance proceeds actually received (less expenses, including reasonable attorneys’ fees, attributable to such receipt) by the Indemnified Party, if any, in respect of insurance policies maintained by the Indemnified Party and (ii) Tax benefit actually realized by the Indemnified Party arising directly from the incurrence or indirectly from payment of any act such damages. The Indemnified Party shall use its commercially reasonable efforts to recover under such insurance policies. Notwithstanding anything to the contrary in this Section ‎12.1(d), in no event will any Indemnified Party be required to (i) pursue any such insurance proceeds prior to seeking indemnification under this ‎Article XII or (ii) commence litigation to recover proceeds under such insurance policies; provided, however, the Indemnified Party shall reasonably cooperate with and provide reasonable assistance to Indemnifying Party in efforts to recover such proceeds. The Indemnified Party shall remit to the Indemnifying Party any such insurance proceeds (less expenses and increases in premiums attributable to such Loss) that are paid to the Indemnified Party with respect to the Losses for which the Indemnified Party has been previously compensated pursuant to this ‎Article XII. (e) Notwithstanding any other provision of the Supplier’s sub-Suppliers. This indemnity and defense applies to all Claims and damagesthis Agreement, in no event shall Seller or Purchaser be liable for punitive, exemplary, diminution of value, lost profits, special or consequential damages of any kind or nature, regardless of nature and designationthe form of action through which such damages are sought, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence, the Supplier unless such damages are asserted or Supplier’s sub-supplier’s misappropriation or misuse of any intellectual property rights of Snap-on or any violation recovered by Supplier or Supplier’s Sub-Supplier’s obligations under the Agreement, including but not limited to the Tooling, Intellectual Property Rights, Indemnification, or Insurance sections of the Agreement, or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting third party in or presenting any defense or investigating or remediating any conditions. This defense and indemnity includes Claims that Snap-on or the Distribution Associate was negligent or at fault for any reason, including Snap-on’s or the Distribution Associate’s own conduct. It also includes but is not limited to any Claim that Snap-on or the Distribution Associate was at fault for not inspecting or testing the Products or not analyzing the design of the Products or for negligently inspecting, testing or analyzing the design of the Products or for selling the Products based upon knowledge it had or should have had, or for entering into this Agreementa Third Party Claim.

General Indemnification Obligation. Supplier will indemnifySubject to the limitations contained in Section 7.3, defend the Shareholder shall indemnify and hold harmless Snap-on the Company, the Buyer, and its officers, directors, employees, agents and Affiliates (“Snap-on” in this section refers to Snap-on Incorporated and its subsidiaries) and the Distribution Associates (as defined hereinBuyer Parties”) from and against any and all Claims losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses (as defined hereinincluding, without limitation, reasonable attorneys’ fees) and disbursements (icollectively “Losses”) resulting from injury or death to sustained by any person or damage to any property arising directly or indirectly from or in connection with any of the Products; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s ProductsBuyer Party based upon, including any proceedings applicable to any government contracts; (iii) on account of any actual or alleged infringement or other violation of patent, trademark, trade names, trade secrets, copyright or other proprietary rights arising out of the manufacture, use or sale otherwise in respect of Supplier’s Products; (iv) resulting from Supplier’s breach of this Agreement or any inaccuracy of any representation or warranty made by Supplier in this Agreement; or (v) arising directly or indirectly from any act of the Supplier’s sub-Suppliers. This indemnity and defense applies to all Claims and damages, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence, the Supplier or Supplier’s sub-supplier’s misappropriation or misuse of any intellectual property rights of Snap-on or any violation by Supplier or Supplier’s Sub-Supplier’s obligations under the Agreement, including but not limited to the Tooling, Intellectual Property Rights, Indemnification, or Insurance sections of the Agreement, or any other tort or theory of liability. It includes indemnity for (a) all damages any inaccuracies in or any breach of any kindrepresentation, warranty, covenant or agreement of the Shareholder contained in this Agreement (including punitive any Schedule or exemplary damagesExhibit attached hereto) or any Ancillary Agreement to which the Shareholder is a party, and (b) any costs Indebtedness or Transaction Expenses of Company not fully paid prior to the Closing, other than liabilities included in the final Closing Balance Sheet, (c) the matters described in Schedule 4.8 (but only to the extent that the aggregate amount of any Losses relating thereto exceeds the accrual for such Losses on the Closing Balance Sheet) or Schedule 4.9, (d) any Taxes of Company attributable to any Pre-Closing Tax Period or that portion of a Straddle Tax Period occurring prior to the Closing not fully paid when due and expensespayable, and not listed as a liability on the final Closing Balance Sheet, or (e) all Losses arising from or pursuant to (i) the Child Care Agreement or (ii) the operation of the Child Care Center prior to or after the Closing Date, including attorneyany period after the delivery of notice of termination of the Child Care Agreement until the termination thereof, as provided in Section 2.4 hereof, or (iii) the assignment of the Child Care Agreement from the Company to the Child Care Entity. The Buyer shall indemnify and hold harmless the Shareholder and his agents and Affiliates (“Shareholder Parties”) from and against any and all Losses sustained by a Shareholder Party based upon, arising out of or otherwise in respect of (x) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement (including any Schedule or Exhibit attached hereto) or any Ancillary Agreement to which the Buyer is a party, (y) any Taxes of Company attributable to any Post-Closing Tax Period or that portion of a Straddle Tax Period occurring after the Closing, and (z) Company’s fees, incurred by Snap-operation of its business on or a Distribution Associate while assisting in or presenting any defense or investigating or remediating any conditions. This defense and indemnity includes Claims that Snap-on or after the Distribution Associate was negligent or at fault for any reason, including Snap-on’s or the Distribution Associate’s own conduct. It also includes but is not limited to any Claim that Snap-on or the Distribution Associate was at fault for not inspecting or testing the Products or not analyzing the design of the Products or for negligently inspecting, testing or analyzing the design of the Products or for selling the Products based upon knowledge it had or should have had, or for entering into this AgreementClosing Date.

General Indemnification Obligation. Supplier will indemnify, defend (i) The Members shall jointly and severally indemnify and hold harmless Snap-on (“Snap-on” in this section refers to Snap-on Incorporated the Buyer and its subsidiaries) officers, directors, employees, agents, stockholders and the Distribution Associates Affiliates (as defined hereineach, a “Buyer Indemnitee”) from and against any and all Claims losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, loss of Tax benefits, costs, fees, expenses (as defined hereinincluding reasonable attorneys’ fees) and disbursements (icollectively “Losses”) resulting from injury or death to any person or damage to any property arising directly or indirectly from or in connection with any of the Products; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s Productsbased upon, including any proceedings applicable to any government contracts; (iii) on account of any actual or alleged infringement or other violation of patent, trademark, trade names, trade secrets, copyright or other proprietary rights arising out of the manufacture, use or sale otherwise in respect of Supplier’s Products; (ivA) resulting from Supplier’s breach of this Agreement any inaccuracies in or any inaccuracy breach of any representation or warranty made by Supplier of any of the Members contained in this Agreement; Agreement (other than in Article 4 hereof) (including any Schedule or Exhibit attached hereto) or any Ancillary Agreement (vdetermined in each case without regard to any qualification with respect to materiality, material adverse effect or other similar qualification), (B) arising directly any Indebtedness, Selling Expenses or indirectly from any act Bonus Amounts not fully paid on the Closing Date or not included in the computation of the Supplier’s subPurchase Price and (C) (1) all Taxes (or the nonpayment thereof) of the Company and its Subsidiaries for any Pre-Suppliers. This indemnity Closing Tax Period and defense applies any Pre-Closing Straddle Period; (2) all Taxes of any member of an affiliated, combined or unitary group of which the Company or any of its Subsidiaries is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law; and (3) any and all Claims Taxes of any Person (other than the Company or any of its Subsidiaries) imposed on the Company or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any Law for any Pre-Closing Tax Period or Pre-Closing Straddle Period. (ii) Each Member shall be solely responsible for and damagesindemnify and hold harmless the Buyer Indemnitees from and against any and all Losses based upon, regardless arising out of nature and designation, whether based on or otherwise in respect of: (A) any breach of contract, breach any representation or warranty of warranty, strict liability, product liability, negligence, the Supplier or Supplier’s sub-supplier’s misappropriation or misuse such Member (and not of any intellectual property rights other Member) contained in Article 4 of Snap-on this Agreement (including the Schedules and Exhibits attached hereto) (determined in each case without regard to any qualification with respect to materiality, material adverse effect or any violation by Supplier or Supplier’s Sub-Supplier’s obligations under the Agreement, including but not limited to the Tooling, Intellectual Property Rights, Indemnification, or Insurance sections of the Agreement, or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damagessimilar qualification), and (bB) any costs breach of the covenants or agreements of such Member (and expenses, not of any other Member) contained in this Agreement (including attorneythe Schedules and Exhibits attached hereto). (iii) The Buyer’s fees, incurred right to indemnification under this Section 8.1(a) is not adversely affected by Snap-whether or not the possibility of any Loss was disclosed to the Members on or a Distribution Associate while assisting in prior to the date of this Agreement or presenting any defense or investigating or remediating any conditions. This defense and indemnity includes Claims that Snap-on or the Distribution Associate was negligent or at fault for any reason, including Snap-on’s or the Distribution Associate’s own conduct. It also includes but is not limited to any Claim that Snap-on or the Distribution Associate was at fault for not inspecting or testing the Products whether or not analyzing the design Members could have reasonably foreseen the possibility of the Products or for negligently inspecting, testing or analyzing the design Buyer Indemnitees incurring such Loss. The representations and warranties of the Products Members shall not be affected or for selling deemed waived by reason of any investigation made by or on behalf of the Products based upon knowledge it had Buyer (including by any of the Buyer’s representatives) or by reason of the fact that the Buyer or any of its representatives knew or should have hadknown that any such representation or warranty is or might be inaccurate. (b) The Buyer shall indemnify and hold harmless the Members from and against any and all Losses based upon, arising out of or for entering into otherwise in respect of any inaccuracies in or any breach of any representation, warranty, covenant or agreement of the Buyer or the Parent contained in this AgreementAgreement (including any Schedule or Exhibit attached hereto) or any Ancillary Agreement (determined in each case without regard to any qualification with respect to materiality, material adverse effect or other similar qualification).

General Indemnification Obligation. Supplier Subject to the terms, conditions and limitations set forth in this Article IX, from and after the Closing: (a) The Seller will indemnify, defend and hold harmless Snap-on Buyer, its Affiliates (including the Company), and their respective directors, officers, managers, employees, agents, advisers and representatives (each, a “Snap-on” in this section refers to Snap-on Incorporated and its subsidiaries) and the Distribution Associates (as defined hereinBuyer Indemnitee”) from and against, and pay and reimburse the Buyer Indemnitees for, any and all Claims (as defined herein) Covered Losses resulting from, arising out or otherwise in respect of: (i) resulting from injury or death to any person or damage to any property arising directly or indirectly from or in connection with any of the Products; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s Products, including any proceedings applicable to any government contracts; (iii) on account of any actual or alleged infringement or other violation of patent, trademark, trade names, trade secrets, copyright or other proprietary rights arising out of the manufacture, use or sale of Supplier’s Products; (iv) resulting from Supplier’s breach of this Agreement or any inaccuracy of any representation or warranty made by Supplier in this the Seller herein (including any Schedule or Exhibit attached hereto) or under any Ancillary Agreement; (ii) any failure by the Seller to perform any covenant or agreement hereunder or under any Ancillary Agreement or fulfill any other obligation in respect hereof or thereof; and (viii) any Specified Liability. (b) Buyer will indemnify, defend and hold harmless the Seller, their respective Affiliates, and their respective directors, officers, managers, employees, agents, advisers and representatives (each, a “Seller Indemnitee”) from and against, and pay and reimburse the Seller Indemnitees for, any Covered Losses resulting from, arising directly out of or indirectly from otherwise in respect of (i) any act inaccuracy of the Supplierany representation or warranty made by Buyer herein (including any Exhibit attached hereto) or under any Ancillary Agreement, (ii) any failure by Buyer to perform any covenant or agreement hereunder or under any Ancillary Agreement or fulfill any other obligation in respect hereof or thereof and (iii) Buyer’s sub-Suppliers. This indemnity and defense applies to all Claims and damages, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence, the Supplier or Supplier’s sub-supplier’s misappropriation or misuse of any intellectual property rights of Snap-on or any violation by Supplier or Supplier’s Sub-Supplier’s its obligations under the Reclamation Agreement. (c) Any indemnification of a Buyer Indemnitee pursuant to Section 9.1(a) or Seller Indemnitee pursuant to Section 9.1(b) shall be effected by bank wire transfer or transfers of immediately available funds (i) in the case of a Buyer Indemnitee, including but not limited from the Seller to an account designated by the applicable Buyer Indemnitee to the Tooling, Intellectual Property Rights, Indemnification, Seller within five (5) days after the final determination or Insurance sections of the Agreement, or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damagessettlement thereof, and (bii) any costs in the case of a Seller Indemnitee, from Buyer to an account designated by the Seller to Buyer within five (5) days after the final determination or settlement thereof. (d) On the Closing Date, Seller shall deposit an amount equal to $[*] (the “Indemnity Fund”) into an escrow account mutually agreed to by Xxxxxx and expensesBuyer. Subject to Section 9.2, including attorney’s fees, incurred by Snap-on the Indemnity Fund shall be applied in accordance with the terms of this Agreement to pay amounts owing or payable in respect of the Specified Liabilities provided that Buyer shall be entitled to assert a Distribution Associate while assisting claim pursuant to this Article IX in or presenting any defense or investigating or remediating any conditions. This defense and indemnity includes Claims that Snap-on or excess of the Distribution Associate was negligent or at fault Indemnity Fund for any reasonLosses exceeding the Indemnity Fund that relate to the Specified Liabilities. Subject to Section 9.1(a) and Section 9.3, including Snap-on’s or the Distribution Associate’s own conduct. It also includes but is not limited to any Claim that Snap-on or the Distribution Associate was at fault for not inspecting or testing the Products or not analyzing the design portion of the Products Indemnity Fund that has not been paid to Buyer or been made subject to a Liability Claim shall be released to Seller eighteen (18) months after the Closing Date. Buyer shall pay for negligently inspecting, testing or analyzing all costs related to the design of escrow account for the Products or for selling the Products based upon knowledge it had or should have had, or for entering into this AgreementIndemnity Fund.

General Indemnification Obligation. Supplier will The Parent and the Seller shall jointly and severally indemnify, defend and hold harmless Snap-on (“Snap-on” in this section refers to Snap-on Incorporated and defend the Purchaser and its subsidiaries) officers, directors, employees, agents and the Distribution Associates (as defined herein) Affiliates from and against any and all Claims (as defined herein) (i) resulting from injury or death to any person or damage to any property arising directly or indirectly from or in connection with any of the Products; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s Productslosses, including any proceedings applicable to any government contracts; (iii) on account of any actual or alleged infringement or other violation of patentliabilities, trademarkclaims, trade names, trade secrets, copyright or other proprietary rights arising out of the manufacture, use or sale of Supplier’s Products; (iv) resulting from Supplier’s breach of this Agreement or any inaccuracy of any representation or warranty made by Supplier in this Agreement; or (v) arising directly or indirectly from any act of the Supplier’s sub-Suppliers. This indemnity and defense applies to all Claims and damages, regardless of nature and designationpenalties, whether based on breach of contractfines, breach of warrantyjudgments, strict liabilityawards, product liabilitysettlements, negligenceTaxes, the Supplier or Supplier’s sub-supplier’s misappropriation or misuse of any intellectual property rights of Snap-on or any violation by Supplier or Supplier’s Sub-Supplier’s obligations under the Agreementcosts, fees, expenses (including but not limited to the Tooling, Intellectual Property Rights, Indemnification, or Insurance sections reasonable attorneys' fees) and disbursements (collectively "LOSSES") actually sustained by any of the Agreement, or any other tort or theory of liability. It includes indemnity for such Persons resulting from (a) all damages any inaccuracies in or any breach of any kindrepresentation, warranty, covenant or agreement of the Parent and the Seller contained in this Agreement (including any Schedule attached hereto) or any certificate, affidavit or instrument delivered pursuant hereto including but not limited to any certificate, affidavit or instrument delivered pursuant to SECTION 5.2; (b) the Retained Liabilities; (c) Environmental Laws to the extent relating to matters existing or actions taken prior to the Closing; (d) Taxes (excluding sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Taxes that may be imposed by any Governmental Body in connection with the transactions contemplated by this Agreement, which shall not constitute a Loss but shall be treated as set forth in SECTION 8.7(A)); (e) the failure of the Purchaser to receive good and marketable title to all of the Purchased Assets, including punitive equipment underlying the Capital Leases; (f) the failure of the Parent and the Seller to obtain any material consent, approval, acknowledgement or exemplary damageswaiver; (g) the use and sale by the Purchaser of the Inventory; (h) the failure of the Parent or the Selling Subsidiaries to comply with bulk sales laws, except to the extent constituting an Assumed Liability; (i) the continued use or possession of the Purchased Assets in the manner they are used on the Closing Date by virtue of U.S. Patent Nos. 5,308,633 or 5,244,347; (j) the failure, if any, to obtain good and sufficient title to U.S. Trademark No. 653,166; (k) any infringement resulting from the use of the name "flip it"; or (l) the failure to obtain licenses for branded product ingredients. The Purchaser shall indemnify, hold harmless and defend the Parent and the Seller and its respective officers, directors, employees, agents and Affiliates from and against any and all Losses actually sustained by any of such Persons resulting from (a) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of the Purchaser contained in this Agreement (including any Schedule attached hereto) or any certificate, affidavit or instrument delivered pursuant hereto; (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or remediating any conditions. This defense and indemnity includes Claims that Snap-on or the Distribution Associate was negligent or at fault for any reason, including Snap-on’s or the Distribution Associate’s own conduct. It also includes but is not limited to any Claim that Snap-on or the Distribution Associate was at fault for not inspecting or testing the Products or not analyzing the design of the Products or for negligently inspecting, testing or analyzing Assumed Liabilities; and (c) any Liability resulting from the design operation of the Products or for selling Business by the Products based upon knowledge it had or should have had, or for entering into this AgreementPurchaser after the Effective Time.

General Indemnification Obligation. Supplier will indemnify(a) From and after the Closing, defend each Party (the “Indemnifying Party”) agrees to indemnify and hold harmless Snap-on (“Snap-on” in this section refers to Snap-on Incorporated the other Party and its subsidiaries) Affiliates, and the Distribution Associates its and their respective Representatives, successors and assigns (as defined herein) from each, an “Indemnified Party”), against and in respect of any and all Claims (as defined herein) Losses incurred or suffered by any Indemnified Party, that result from, relate to or arise out of (i) resulting from injury or death to any person or damage to any property arising directly or indirectly from or in connection with any of the Products; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s Products, including any proceedings applicable to any government contracts; (iii) on account of any actual or alleged infringement or other violation of patent, trademark, trade names, trade secrets, copyright or other proprietary rights arising out of the manufacture, use or sale of Supplier’s Products; (iv) resulting from Supplier’s breach of this Agreement or any inaccuracy of in any representation or warranty made by Supplier the Indemnifying Party ​ in this Agreement as of the date hereof or the Closing Date (except to the extent such representation or warranty speaks as of a particular date, in which case such inaccuracy shall be determined as of such particular date) and (ii) any breach or failure by the Indemnifying Party to perform any of the covenants or agreements made by the Indemnifying Party in this Agreement; or (v) arising directly or indirectly from any act of the Supplier’s sub-Suppliers. This indemnity and defense applies to all Claims and damages, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence, the Supplier or Supplier’s sub-supplier’s misappropriation or misuse of any intellectual property rights of Snap-on or any violation by Supplier or Supplier’s Sub-Supplier’s obligations under the Agreement, including but not limited to the Tooling, Intellectual Property Rights, Indemnification, or Insurance sections of the Agreement, or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and . (b) From and after the Closing, Seller as Indemnifying Party agrees to indemnify and hold harmless Purchaser and its Affiliates, and Purchaser’s and its Affiliates’ respective Representatives, successors and assigns, as Indemnified Parties (collectively, “Purchaser Indemnified Parties”), against and in respect of any costs and expensesall Losses incurred or suffered by any such Indemnified Party that result from, including attorneyrelate to or arise out of: (i) any claims by third parties arising out of, in connection with or relating to the ownership or operation of the Seller Licenses by Seller and its Affiliates prior to the Closing Date, or (ii) all Liabilities arising out of, in connection with or relating to any Assigned Specified Lease prior to the Closing Date. (c) From and after the Closing, Purchaser as Indemnifying Party agrees to indemnify and hold harmless Seller and its Affiliates, and Seller’s feesand its Affiliates’ respective Representatives, successors and assigns, as Indemnified Parties (collectively, “Seller Indemnified Parties”), against and in respect of any and all Losses incurred or suffered by Snap-any such Indemnified Party that result from, relate to or arise out of: (i) any claims by third parties arising out of, in connection with or relating to the ownership or operation of the Seller Licenses by Purchaser and its Affiliates on or a Distribution Associate while assisting after the Closing Date, or (ii) all Liabilities arising out of, in connection with or presenting relating to any defense or investigating or remediating any conditions. This defense and indemnity includes Claims that Snap-Assigned Specified Lease on or after the Distribution Associate was negligent or at fault for any reason, including Snap-on’s or the Distribution Associate’s own conduct. It also includes but is not limited to any Claim that Snap-on or the Distribution Associate was at fault for not inspecting or testing the Products or not analyzing the design of the Products or for negligently inspecting, testing or analyzing the design of the Products or for selling the Products based upon knowledge it had or should have had, or for entering into this AgreementClosing Date.

General Indemnification Obligation. Supplier will indemnify, defend (a) The Seller shall indemnify and hold harmless Snap-on (“Snap-on” in this section refers to Snap-on Incorporated the Buyer and its subsidiaries) officers, directors, employees, agents, members and the Distribution Associates Affiliates (as defined hereineach, a “Buyer Indemnitee”) from and against any and all Claims losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees, expenses (as defined hereinincluding reasonable attorneys’ fees) and disbursements (icollectively “Losses”) resulting from injury or death to any person or damage to any property arising directly or indirectly from or in connection with any of the Products; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s Productsbased upon, including any proceedings applicable to any government contracts; (iii) on account of any actual or alleged infringement or other violation of patent, trademark, trade names, trade secrets, copyright or other proprietary rights arising out of the manufacture, use or sale otherwise in respect of Supplier’s Products; (ivA) resulting from Supplier’s breach of this Agreement any inaccuracies in or any inaccuracy breach of any representation or warranty made by Supplier of the Seller contained in this Agreement (including any schedule or exhibit attached hereto or certificate delivered in connection herewith) or any Ancillary Agreement (determined in each case without regard to any qualification with respect to materiality, material adverse effect or similar qualification); (B) any breach of the covenants or agreements of the Seller contained in this Agreement (including any schedule or exhibit attached hereto or certificate delivered in connection herewith) or any Ancillary Agreement; (C) any product liability or warranty claims with respect to products manufactured and shipped by the Seller before the Closing Date; and (vD) the Excluded Liabilities. (b) The Buyer shall indemnify and hold harmless the Seller from and against any and all Losses based upon, arising directly out of or indirectly from otherwise in respect of (i) any act inaccuracies in or any breach of any representation, warranty, covenant or agreement of the Supplier’s sub-Suppliers. This indemnity and defense applies to all Claims and damages, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence, the Supplier Buyer contained in this Agreement (including any schedule or Supplier’s sub-supplier’s misappropriation exhibit attached hereto or misuse of any intellectual property rights of Snap-on certificate delivered in connection herewith) or any violation by Supplier or Supplier’s Sub-Supplier’s obligations under the Ancillary Agreement, including but not limited to the Tooling, Intellectual Property Rights, Indemnification, or Insurance sections of the Agreement, or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (bii) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or remediating any conditions. This defense and indemnity includes Claims that Snap-on or the Distribution Associate was negligent or at fault for any reason, including Snap-on’s or the Distribution Associate’s own conduct. It also includes but is not limited to any Claim that Snap-on or the Distribution Associate was at fault for not inspecting or testing the Products or not analyzing the design of the Products or for negligently inspecting, testing or analyzing the design of the Products or for selling the Products based upon knowledge it had or should have had, or for entering into this AgreementAssumed Liability.