Common use of Indemnification by Buyer Clause in Contracts

Indemnification by Buyer. Buyer agrees to indemnify and hold the ------------------------ Seller and their respective affiliates and persons serving as officers, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (a) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach of any representation or warranty made by Buyer in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; (c) any breach of any covenant or agreement made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement; or (d) any failure by Buyer to perform and discharge any of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3.

Indemnification by Buyer. (a) Subject to the limitations contained in this Article 8, after the Closing, Buyer hereby agrees to indemnify and hold the ------------------------ Seller Sellers and their respective affiliates and persons serving as officers, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" Affiliates against and collectively the "Seller Indemnified Parties") hold them harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind Damages suffered or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered incurred by any such indemnified party (i) as a direct consequence of them arising out of or based upon any of the following matters: (a) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (bA) any other breach of any representation or warranty made by of Buyer contained in this Agreement or in any certificatethe certificates delivered to the Sellers pursuant to Section 6, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; (cB) any breach of any covenant or agreement made by or on behalf of Buyer contained in this Agreement, (C) any obligation or liability of the Company regardless of when such obligation or liability arose to the extent such liability or obligation does not give rise to a claim against the Sellers under Section 8.1(a), and (D) any claim, proceeding or suit brought against AWW or GWS under WARN or any other local, state, Federal or foreign law, which relates to actions taken by Buyer or the Company at any time after the Closing with regard to the employment of the Company's employees or (ii) arising out of or otherwise in respect of: (A) termination by the Buyer or the Company of any certificate, schedule or exhibit delivered by or on behalf Employee of the Company at any time after the Closing; (B) failure of Buyer as or the Company to comply with its obligations under Section 5.10(a) hereof; (C) failure of Buyer or, after the Closing, the Company to comply with its obligations including, but not limited to, any statutory bargaining obligations, with respect to or under the Collective Bargaining Agreements or the MOA; (D) liability on the part of either Seller or pursuant any of their Affiliates resulting from any failure of Buyer to this Agreement; or obtain the consent of the Union to the substitution of Buyer's compensation and employee benefit plans for the Sellers' compensation and employee benefit plans, or (dE) any failure claim by Buyer to perform and discharge any Employee of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) Company for severance pay on account of this Agreement (except for employees terminated or laid off as a result of the actions contemplated by Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or 5.20). (b) The Sellers shall take all commercially reasonable steps to mitigate any Damages upon becoming aware of this Section 6.3any event which would reasonably be expected to, or does, give rise to Damages, including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to such Damages.

Indemnification by Buyer. Subject to the other terms and conditions of this Article 9, from and after the Closing Date, Buyer agrees to indemnify shall indemnify, defend and hold the ------------------------ harmless Seller and its Affiliates and their respective affiliates Representatives, successors and persons serving as officerspermitted assigns (collectively, directors or employees thereof and the Stockholders (individually a "“Seller Indemnified Party" and collectively the "Seller Indemnified Parties"Indemnitees”) harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costsagainst, and expenses (includingshall pay and reimburse each of the Seller Indemnitees for, without limitationany and all Losses of the Seller Indemnitees, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not to the extent arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersof: (a) fraudany inaccuracy in, intentional misrepresentation or a deliberate breach or wilful breach by Buyer failure of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (bi) any other breach of any representation or warranty made by Buyer in Article 4 or any certificate delivered pursuant to this Agreement (other than any Buyer Fundamental Representations) to be true and correct in all respects as of the date of this Agreement or the Closing Date (except for representations and warranties that expressly relate to a specified date, in which case the inaccuracy in or breach or failure of which will be determined with reference to such specified date) and (ii) any certificateBuyer Fundamental Representation to be true and correct in all respects as of the date of this Agreement or the Closing Date (except for representations and warranties that expressly relate to a specified date, schedule in which case the inaccuracy in or exhibit delivered pursuant hereto, breach or failure of which will be determined with reference to such specified date); (b) any Warranty Claimbreach or non-fulfillment of any covenant or agreement made or to be performed by Buyer in this Agreement on or prior to the Closing Date; (c) any breach Third-Party Claim against the Seller Indemnitees to the extent related to the operation of any covenant or agreement made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer the Business and arising as part a result of or pursuant relating to this Agreement; orthe former affiliation between the Business and the Retained Business, whether prior to, at or after the Closing; (d) any failure by Buyer to perform and discharge any of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification Section 5.6(d); (e) as set forth in respect of any occurrence referred to Section 5.14(l); (f) as set forth in clauses Section 5.15(e); (cg) or as set forth in Section 5.22(a); and (dh) of this as set forth in Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.35.13(a).

Indemnification by Buyer. (a) Following the Closing and subject to the terms of this Agreement, Buyer agrees shall indemnify, defend, hold harmless and reimburse Seller and each of Seller’s Affiliates (except to indemnify and hold the ------------------------ Seller extent acting in their capacity as a Representative of Buyer or any of its affiliates, if applicable) and their respective affiliates successors and persons serving permitted assigns, in their capacity as officerssuch (collectively, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "“Seller Indemnified Parties") harmless ”), for, from and against any damagesall Losses imposed on, liabilitiesincurred, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind suffered or nature whatsoever (whether asserted in connection with or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersof: (a) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (bi) any other breach of any representation or warranty made by Buyer in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; (c) any breach of any covenant or agreement made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement; or (d) any failure by Buyer to perform and discharge any of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, Non-Fundamental Buyer Representation; it being understood that for purposes of this Section 8.3(a)(i) any qualifications relating to materiality (such as the terms “material”) contained in such representation or warranty shall be disregarded for purposes of determining whether such representation or agreement referred warranty was inaccurate or breached as well as for purposes of calculating the quantity of such Losses; (ii) any inaccuracy in or breach of any Buyer Fundamental Representation; it being understood that for purposes of this Section 8.3(a)(ii) any qualifications relating to materiality (such as the terms “material”) contained in clauses such representation or warranty shall be disregarded for purposes of determining whether such representation or warranty was inaccurate or breached as well as for purposes of calculating the quantity of such Losses; (aiii) any breach of or failure of Buyer or the Company (following the Closing) to fully perform any covenant or obligation of Buyer or the Company (following the Closing) contained in this Agreement; (iv) any of the Program Assets with respect to actions arising following the Closing; or (v) the operation of the Company following the Closing. (b) Buyer shall not have any liability pursuant to this Article VIII in respect of any Losses of the type described in Section 8.3(a)(i) to the extent that the aggregate amount of -82- such Losses exceeds the Cap Amount, (ii) unless and until the aggregate amount of such Losses exceeds the Deductible, in which event Buyer shall be liable for all such Losses in excess of the Deductible, and (iii) with respect to any individual item where the Loss relating thereto is less than the De Minimis Claim Threshold. (c) Buyer shall have no liability pursuant to this Article VIII for any punitive damages, except to the extent actually awarded to a third party in a Third Party Claim. (d) Buyer shall not have any liability pursuant to this Article VIII in respect of any Losses of the type described in Section 8.3(a)(ii) to the extent that the aggregate amount of such Losses exceeds the Transaction Consideration payable by Buyer hereunder (as such amount may increase from time to time when Contingent Payments are earned). (e) Any Loss for which a Seller Indemnified Party is determined pursuant to a Final Determination to be entitled to indemnification pursuant to this Section 6.38.3 shall be satisfied by payment by wire transfer of immediately available funds from Buyer to an account specified by the Seller Indemnified Party no later than five Business Days following such Final Determination.

Indemnification by Buyer. Notwithstanding the Closing, and regardless of any investigation made at any time by or on behalf of Seller or any information Seller may have, Buyer agrees hereby agrees, subject to the limitation in the last sentence of Section 9.3, to indemnify and hold the ------------------------ Seller harmless against and their respective affiliates and persons serving as officers, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costswith respect to, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersshall reimburse Seller for: (a) fraudAny and all losses, intentional misrepresentation liabilities, or a deliberate damages resulting from any untrue representation, breach of warranty, or wilful breach nonfulfillment of any covenant by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach of any representation or warranty made by Buyer contained in this Agreement or in any certificate, schedule or exhibit delivered pursuant heretodocument, or any Warranty Claim;instrument delivered to Seller under this Agreement. (b) Any and all obligations of Seller assumed by Buyer pursuant to this Agreement. (c) any breach Any and all losses, liabilities or damages resulting from the operation or ownership of any covenant or agreement made by or the Station on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement; orand after the Closing. (d) Any and all losses, liabilities or damages resulting from any action taken by Buyer or its employees and agents with respect to the Station, or any failure by Buyer or its employees and agents to perform take any action with respect to the Station, in connection with the performance by Buyer of its obligations under the Time Brokerage Agreement, including, without limitation, any and discharge all losses, liabilities or damages resulting from (i) violations by Buyer or its employees and agents of the Communications Act of 1934, as amended, or any rule, regulation or policy of the FCC, (ii) slander, defamation or other claims relating to programming provided by Buyer for broadcast on the Station, and (iii) Buyer's broadcast and sale of advertising time on the Station. (e) Any and all losses, liabilities or damages resulting from or arising under the Loan Agreement including any obligations of CNI. (f) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any of the Assumed Liabilities as set forth foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3indemnity.

Indemnification by Buyer. Buyer agrees to indemnify will indemnify, defend and hold the ------------------------ Seller harmless Insignia and IESG and their respective affiliates and persons serving as officers, directors or employees thereof managers, directors, controlling persons, and the Stockholders affiliates (individually a "Seller Indemnified Party" and collectively collectively, the "Seller Indemnified PartiesPersons") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs), and expenses will pay to the Seller Indemnified Persons, the amount of, any loss, liability, Claim, damage, cost or expense (includingincluding the reasonable costs of investigation and defense and reasonable attorneys' fees), without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of involving a third-party claims and including all amounts paid Claim (collectively, "Seller Loss") arising, directly or indirectly, from or in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersconnection with: (a) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach Breach of any representation or warranty made by Buyer in this Agreement Agreement; (b) any Breach by Buyer of any covenant or obligation of Buyer in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claimthis Agreement; (c) any breach conduct, action, or inaction of either or both of the Companies occurring, arising or related to the period after the Closing, to the extent attributable to such period, or any covenant circumstance related to the operation, management or agreement ownership of the Companies, occurring, arising or related to the period after the Closing (whether known or unknown on the Closing Date), to the extent attributable to such period, and including liability arising in connection with the Continuing Liabilities, except to the extent such conduct, action or inaction of either or both of the Companies is also a Breach of a representation or warranty made by or on behalf of Buyer a Seller Party in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement; or; (d) any failure by Buyer to perform and discharge obtain a consent from or give notice to any Person pursuant to any Applicable Contract consisting of a real property lease that is required in connection with the Assumed Contemplated Transactions; or (e) any failure to pay the Continuing Liabilities, as such Continuing Liabilities as set forth in this Agreementbecome due. The rights indemnification obligations of Seller Indemnified Parties Buyer pursuant to recover indemnification in respect of any occurrence referred to in clauses Sections 10.3(c) and (ce) exist whether or (d) of this Section 6.3 shall not be limited by the fact that such occurrence obligations may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (aalso arise as a Breach under Sections 10.3(a) or (b) above, or whether the survival period for any representations or warranties has expired. Except as expressly set forth herein, the remedies provided for in this Section 10.3 only apply after the Closing and are the sole and exclusive remedies of the Seller Parties and the other Seller Indemnified Persons after the Closing in respect of the subject matter hereof, except that the remedies provided in this Section 10.3 will not be exclusive of or limit any other remedies that may be available to the Seller Parties or the other Seller Indemnified Persons arising from (i) any fraud, deceit, or intentional misrepresentation by Buyer, (ii) arising from a breach of a covenant to be performed by Buyer under the terms of this Section 6.3Agreement prior to, at, or after the Closing, or (iii) any liability under federal securities laws and regulations.

Indemnification by Buyer. Subject to the terms and conditions of this ARTICLE 7, from and after the Closing, Buyer agrees to will indemnify and hold harmless the ------------------------ Seller Company, its Affiliates, and their respective affiliates Representatives, successors and persons serving as officers, directors or employees thereof and assigns (the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties"“Company Indemnitees”) harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costsagainst, and expenses (includingshall compensate and reimburse the Company Indemnitees for, without limitationall Losses that any Company Indemnitee may suffer, reasonable fees of counsel and accountants) of any kind incur, or nature whatsoever (whether otherwise become subject to, directly or not indirectly, resulting from, arising out of third-party claims and including all amounts paid of, in investigationconnection with, defense or settlement of the foregoing) which may be sustained or suffered caused by any of them arising out of or based upon any of the following matters: (a) fraud, intentional misrepresentation any breach or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach inaccuracy of any representation or warranty made by Buyer in this Agreement, in any Ancillary Agreement, or in any other certificate or instrument that is executed and delivered by Buyer to the Company, [*], (b) any breach of, or failure to perform, any covenant, agreement or obligation, on the part of Buyer, in this Agreement or in any certificateAncillary Agreement, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; (c) the Assumed Liabilities, (d) any breach Third-Party Claim to the extent Losses resulting therefrom are (i) as a result of any covenant the use of, or agreement made the research, Development, manufacture, commercialization, use or sale of, the Program Compounds or Products by or on behalf of Buyer in this Agreement, or in any certificate, schedule of its Affiliates or exhibit delivered by or on behalf of Representatives after the Closing Date and (ii) not Losses for which the Buyer as part of or Indemnitees are entitled to seek indemnification pursuant to this Agreement; or Section 7.1, and (de) any failure by Buyer Proceeding relating to perform and discharge any breach or alleged breach, Liability or matter of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence type referred to in clauses clause (a), (b) or (c) or (d) of this Section 6.3 shall not be limited sentence (including any Proceeding commenced for the purpose of enforcing any of its rights under this ARTICLE 7). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the fact that such occurrence may not constitute an inaccuracy in or breach Securities and Exchange Commission pursuant to Rule 24b-2 of any representationthe Securities Exchange Act of 1934, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3as amended.

Indemnification by Buyer. Subject to the conditions and provisions herein set forth, Buyer agrees to indemnify indemnify, defend and hold harmless Seller Indemnified Parties from and against and shall pay to Seller Indemnified Parties the ------------------------ amount of, or reimburse Seller Indemnified Parties for, any and their respective affiliates and persons serving all Damages that Seller Indemnified Parties incur as officersa result of, directors or employees thereof and with respect to (except as caused by the Stockholders (individually a "acts or omissions of any Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless from and against any damages, liabilitiesand, lossesexcept with respect to Section 9.3(d), taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of in connection with any third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters:claim): (a) fraudthe inaccuracy or breach of any representation or warranty contained in or made pursuant to this Agreement, intentional misrepresentation including the Schedules, supplements to the Schedules, any Transaction Document or a deliberate any other certificate or wilful breach document delivered by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) the non-compliance with or failure to perform any other breach agreement or covenant of any representation Buyer contained in or warranty made by Buyer in pursuant to this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty ClaimAgreement; (c) any breach the claims of any covenant broker, finder or agreement made other Person engaged by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this AgreementBuyer; orand (d) any failure by Buyer (i) third-party claim made in connection with an event, matter or circumstance occurring or related to perform and discharge any the ownership, operation or maintenance of the Assumed Liabilities as set forth Company or the Company’s Business or (ii) violation of Law resulting from a material deviation from the historic ordinary course operation of the Company or the Company’s Business, in this Agreement. The rights the case of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (ci) or (dii) above following the Closing Date; except, that any event, matter or circumstance (x) that could reasonably be expected to give rise to a Buyer indemnity claim against any Seller Party under Section 9.2 or (y) resulting from any act or omission of this Section 6.3 any Seller Party shall not be limited by the fact that such occurrence may not constitute an inaccuracy in event, matter or breach of any representation, warranty or agreement referred circumstance giving rise to in clauses (a) or (b) of a claim for indemnity under this Section 6.39.3(d).

Indemnification by Buyer. Buyer agrees to indemnify and hold the ------------------------ Seller Seller, its Affiliates and each of their respective affiliates and persons serving as shareholders, trustees, directors, officers, directors or employees thereof and agents (collectively, the Stockholders (individually a "“Seller Indemnified Party" and collectively the "Seller Indemnified Parties"”) harmless against and from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) in respect of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) Losses which may be sustained or suffered are incurred by any of them arising out virtue of or based upon any of the following matters: result from (a) fraud, intentional misrepresentation (i) the inaccuracy in or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach of any representation or warranty made by Buyer in this Agreement or, (ii) the non-fulfillment or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; (c) any breach of any covenant or agreement agreement, in each case as made by or on behalf of Buyer in this Agreement, Agreement or in any certificateof the Transaction Documents or in any document or instrument delivered at the Closing pursuant hereto or thereto, schedule (b) the performance or exhibit delivered non-performance after Closing of any Contract, the termination of employment of any employee of Company effective following the Effective Time (including the payment or failure to pay any accrued and unused vacation pay or sick leave or severance payments or other bonus due to such employees) or any other issue that arises or relates to the ownership or operation of Company, any act or omission of Company (which acts or omissions shall not include the exercise by any Person of its rights under or on behalf in respect of this Agreement or any other agreement entered into in connection with this Agreement) following the Closing, (c) excluding payment of any accrued and unused vacation pay or sick leave or other bonus to any Resigning Employees reimbursable by Buyer as part of or to Seller pursuant to this Agreement; or Section 5.11(g), all liabilities and obligations that may arise in connection with allegations of wrongful or constructive termination by Company of the Terminated Employees and Resigning Employees, including, but not limited to, any and all claims, suits, actions, arbitrations or other legal or quasi-legal proceedings filed or initiated with any Governmental Authority or with Seller or Company, including, but not limited to, the fees, costs and expenses of defending any and all such actions, and (d) any failure by Buyer to perform and discharge any of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited successful enforcement by the fact that such occurrence may not constitute an inaccuracy in or breach Seller Parties of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3their indemnification rights provided for hereunder.

Indemnification by Buyer. Subject to the other provisions of this ARTICLE 6, Buyer agrees to will indemnify and hold the ------------------------ harmless Seller and Seller’s Affiliates and their respective affiliates and persons serving as officers, directors or employees thereof directors, employees, equity holders and agents (collectively, the Stockholders (individually a "Seller Indemnified Party" and collectively the "“Seller Indemnified Parties"”) harmless from and against for any damagesDamages (other than, liabilities, losses, taxes, fines, penalties, costs, and expenses with respect to clause (including, without limitation, reasonable fees of counsel and accountantsd) of any kind this Section 6.3, the failure of Seller to receive Deferred Payments), to the extent caused by or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: from (a) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach of any representation or warranty made by of Buyer in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; Agreement; (cb) any breach of any covenant covenant, obligation or agreement made of Buyer or any of its Affiliates in this Agreement or the Confidentiality Agreement; (c) any Assumed Liability; (d) any Proceeding by a Third Party resulting or arising, in whole or in part, from the manufacture, packaging, labeling, promotion, distribution, transportation, release, storage, recall or sale of the Product by or on behalf of Buyer in this Agreement, after the Closing Date or in any certificate, schedule the use by patients of Product released or exhibit delivered sold by or on behalf of Buyer as part of or pursuant to this Agreementafter the Closing Date; or (de) any failure Third Party claim resulting or arising, in whole or in part, from any failure, at the time delivered, of Product delivered by Buyer to perform and discharge or any of its Affiliates under the Assumed Liabilities as set forth Development and Manufacturing Agreement to have been manufactured by or on behalf of Buyer or any of its Affiliates in this Agreement. The rights compliance with the Drug Authorization and all applicable Legal Requirements; or (f) any Third Party claim resulting or arising, in whole or in part, from the use by patients of Product released or sold by or on behalf of Seller Indemnified Parties on or before the Closing Date and such Damages are caused by or arise from any failure, at the time delivered, of Product delivered by Buyer or any of its Affiliates under the Development and Manufacturing Agreement to recover indemnification have been manufactured by or on behalf of Buyer or any of its Affiliates in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by compliance with the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3Drug Authorization and all applicable Legal Requirements.

Indemnification by Buyer. (a) Subject to Section 8.1 hereof, Buyer agrees to shall indemnify and hold the ------------------------ Company, the LLC, and Seller and their respective affiliates and persons serving as employees, officers, directors or employees thereof and the Stockholders agents (individually a "Seller Indemnified Party" and collectively collectively, the "Seller Indemnified Parties") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costsagainst, and expenses agree promptly to defend any Seller Indemnified Party from and reimburse any Seller Indemnified Party for, any and all Losses which any Seller Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with: (including, without limitation, reasonable fees of counsel and accountantsi) of any kind breach or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement inaccuracy as of the foregoing) which may be sustained date of this Agreement or suffered by any the Closing Date of them arising out of or based upon any of the following matters: (a) fraudrepresentations, intentional misrepresentation warranties or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach of any representation or warranty covenants made by Buyer in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; (c) any breach of any covenant or agreement made by or on behalf of Buyer in to this Agreement, or in any certificate, schedule instrument or exhibit certificate delivered by Buyer at the Closing in accordance herewith (it being understood and agreed that, notwithstanding anything to the contrary contained in this Agreement to determine if there had been an inaccuracy or on behalf breach of a representation, warranty or covenant of Buyer and the Losses arising from such inaccuracy or breach, such representation, warranty or covenant shall be read as part if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement and the other Transaction Documents to which it is a party); or (ii) any failure by Buyer to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the other Transaction Documents delivered by Buyer pursuant to this Agreement; or (diii) any failure liability for Taxes arising out of (a) any action taken by or at the direction of Buyer with respect to perform the LLC on the Closing Date following the Closing and discharge (b) any taxable period of the Assumed Liabilities as Company or the LLC beginning on or after the Closing Date, including, in the case of the Company, the Company's "C short year" (within the meaning of Section 1362(e)(1)(B) of the Code and the corresponding provisions of state and local law) and, in the case of the LLC, the taxable period beginning on the day following the Closing Date. (b) Notwithstanding any other provision herein to the contrary, (i) Buyer shall not be required to indemnify and hold harmless any Seller Indemnified Party pursuant to Section 8.3(a)(i), unless the applicable Seller Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in this Agreement. The rights Section 8.1 hereof and (ii) Buyer shall not be required, pursuant to Section 8.3(a)(i), to indemnify and hold harmless any Seller Indemnified Party until the aggregate amount of Seller Indemnified Parties' Losses under Section 8.3(a)(i) exceeds the Basket Amount, after which Buyer shall be obligated for all Losses of Seller Indemnified Parties in excess of the Basket Amount up to recover indemnification in respect an aggregate amount of any occurrence referred to in clauses (c) or (d) of this Section 6.3 $3,000,000; provided, however, that such $3,000,000 limitation shall not be limited by the fact that such occurrence may not constitute an inaccuracy in applicable to Losses of Seller Indemnified Parties resulting from intentional or breach fraudulent misrepresentations of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3Buyer.

Indemnification by Buyer. Buyer hereby agrees to indemnify indemnify, defend and hold harmless Sellers, and prior to the ------------------------ Seller Closing, the Company, and their respective affiliates and persons serving as officers, directors or employees thereof directors, employees, agents, successors and the Stockholders assigns (individually each a "Seller Indemnified PartyIndemnitee" and collectively collectively, the "Seller Indemnified PartiesIndemnitees") harmless from and against any damagesLosses, liabilitiesas a result of, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether based upon or not arising out of third-party claims and including all amounts paid in investigationthe following: (1) any breach of, defense or settlement of the foregoing) which may be sustained any inaccuracy or suffered by any of them arising out of or based upon misrepresentation in, any of the following matters: (a) fraud, intentional misrepresentation representations or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach of any representation or warranty warranties made by Buyer in this Agreement or in any certificateother agreement, schedule statement or exhibit certificate delivered pursuant hereto, hereto (any information disclosed in Supplementary Schedules and referenced in a certificate shall be deemed to modify the certificate or any Warranty Claimschedule as of the date such Supplementary Schedule is delivered to Sellers by Buyer in determining whether a representation or warranty has been breached as of a particular date); (c2) any breach of or violation by Buyer of any covenant or agreement of the covenants made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement; or (d3) the conduct of the business of the Company after the Closing Date, including, without limitation, any actions taken by Buyer or the Company after the Closing Date with respect to employees of the Company as of the Closing Date, including, without limitation, any liability for failure to comply with the WARN Act; (4) any failure or delay by the Buyer to perform cause the Company to properly withhold and discharge any of remit the Assumed Liabilities Aggregate Withholding Amount to the applicable taxing authorities as set forth in this Agreement. The rights Section 2.1(C) and (5) any actions, judgments, costs and expenses (including reasonable attorneys' fees, expert witness fees and all other expenses incurred in investigating, preparing or defending any litigation or proceeding, commenced or threatened) incident to any of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) the foregoing or (d) the enforcement of this Section 6.3 9.13. Notwithstanding the foregoing and anything else in this Agreement to the contrary, in no event shall not Buyer be limited by the fact that such occurrence may not constitute an inaccuracy in liable, directly or breach of indirectly, to any representationother party, warranty including, without limitation, any Seller Indemnitee, for punitive, or agreement referred to in clauses (a) or (b) of this Section 6.3exemplary damages.

Indemnification by Buyer. Buyer hereby agrees to indemnify indemnify, defend and hold the ------------------------ harmless Seller and their respective affiliates and persons serving as officers, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless from and against any damagesall assessments, liabilities, losses, taxes, fines, penaltiesjudgments, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims any claim, demand or suit asserted against Seller (except for, and including all amounts paid in investigationto the extent of, defense Seller’s own negligence or settlement of the foregoingintentional wrongful conduct) which may be sustained or for any loss or other Damages incurred or suffered by any of them arising out of Seller resulting from or based upon any of the following matters: related to: (a) fraud, intentional misrepresentation any inaccuracy in or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other Buyer’s breach of any representation or warranty made by of Buyer in hereunder, (b) any failure of Buyer to satisfy any of its covenants, agreements or other obligations under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; (c) any breach of the Assumed Liabilities. Buyer will be obligated to assume the defense, at its sole expense, of any covenant claim or agreement made by litigation as to which it has an indemnification obligation hereunder, provided that Seller may, at its own expense, be entitled to monitor and/or participate in the defense thereof. If, after being duly notified, Buyer fails to defend in a timely manner or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant is not permitted to this Agreement; or (d) any failure by Buyer to perform and discharge take any of the Assumed Liabilities as set forth actions described in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (cSection 7.3(x), 7.3(y) or 7.3(z) pursuant to the provisions of Section 7.3, Seller will have the right to assume its own defense, and Buyer will be obligated to reimburse Seller for any and all reasonable expenses (dincluding but not limited to reasonable attorneys’ fees) incurred in the defense of this Section 6.3 such claim or litigation. Buyer shall not settle such a claim without the consent of the Seller (which consent shall not be limited by unreasonably withheld, it being understood that it shall not be unreasonable for the fact that such occurrence may not constitute an inaccuracy in Seller to withhold its consent from any settlement which (1) commits the Seller to take, or breach of to forbear to take, any representationaction, warranty or agreement referred to in clauses (a) or (b2) does not provide for a complete release of this Section 6.3the Seller by such third party).

Indemnification by Buyer. Following the Closing, but subject to the provisions of this Article 5 and Section 6.10, Buyer agrees to shall indemnify and hold the ------------------------ Seller harmless Sellers and their respective affiliates Affiliates, and persons serving as their respective officers, directors or employees thereof directors, employees, agents, successors and the Stockholders permitted assigns (individually a "collectively, “Seller Indemnified Party" and collectively the "Seller Indemnified Parties"Indemnitees”) harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costsagainst, and expenses (includingcompensate and reimburse the Seller Indemnitees for, without limitation, reasonable fees of counsel any and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered Losses incurred by any of them Seller Indemnitee arising out of or based upon any of the following mattersrelated to: (a) fraudany inaccuracy in, intentional misrepresentation or a deliberate or wilful breach by Buyer of, any of any representation, warranty the representations or covenant under warranties made by Buyer in Article 3 of this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant Ancillary Agreement (to this Agreementthe extent such Ancillary Agreement does not provide a right to indemnification for such breach); (b) any other failure of Buyer to perform or any breach by Buyer of any representation of its covenants, agreements or warranty made by Buyer obligations contained in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty ClaimAncillary Agreement (to the extent such Ancillary Agreement does not provide a right to indemnification for such breach); (c) any breach of Assumed Liability, except to the extent any covenant or agreement made by or on behalf of Buyer in this Agreement, or in Indemnitee is entitled to indemnification for any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this such Losses under any Ancillary Agreement; oror Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***] (d) any failure by of Buyer to perform pay Transfer Taxes, Apportioned Obligations or Indirect Taxes allocated to such Seller under Section 4.9.2 and discharge any of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.34.9.4.

Indemnification by Buyer. From and after the Closing Date, in addition to all other obligations of Buyer agrees to indemnify Seller set forth in this Agreement, Buyer shall indemnify, defend and hold the ------------------------ Seller harmless Seller, Seller’s Affiliates and their respective affiliates and persons serving as directors, officers, directors or employees thereof employees, representatives, successors and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless assigns from and against any damagesLoss resulting from, liabilitiesrelated to, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersof: (a) fraudBuyer’s ownership or operation of the Terminal after Closing, intentional misrepresentation except for any Loss for which Seller has assumed responsibility or a deliberate or wilful breach by agreed to indemnify Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement;Article VII; -43- TERMINAL SALE AND PURCHASE AGREEMENT (XXXXXX (WEST)) EXECUTION VERSION (b) The breach by Buyer or any other breach Affiliate of Buyer (or any shareholder, officer, director, employee of Buyer or such Affiliate) of any representation or warranty made by Buyer contained in this Agreement or Agreement, in any certificate, schedule Exhibit or exhibit delivered pursuant hereto, or any Warranty Claim; (c) any breach of any covenant or agreement made by or on behalf of Buyer in Schedule to this Agreement, or in any certificatedocument, schedule instrument, agreement or exhibit certificate delivered by under this Agreement; provided that Buyer shall have no indemnification obligation for any such Loss if Buyer has not received a claim from Seller (specifying in reasonable detail the basis for such Loss) within one year following the Closing Date, or on behalf if such Loss results from a breach of Section 6.1 (Organization) or Section 6.2 (Due Authorization), within the applicable time set forth in Section 10.1; provided, further, that a claim for a Loss resulting from the fraud or willful misconduct of Buyer as part of or pursuant to this Agreementmay be made at any time without limitation; or (dc) any failure The breach by Buyer to perform and discharge or any Affiliate of the Assumed Liabilities as set forth Buyer (or any shareholder, officer, director, employee of Buyer or such Affiliate) of any covenant or agreement contained in this Agreement. The rights of Seller Indemnified Parties , in any Exhibit or Schedule to recover indemnification this Agreement, or in respect of any occurrence referred to in clauses (c) document, instrument, agreement or (d) of certificate delivered under this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3Agreement.

Indemnification by Buyer. Subject to the terms and conditions of this Section 7, Buyer agrees to indemnify Seller and hold the ------------------------ Seller its officers, directors, stockholders, members, employees and agents and their respective affiliates successors and persons serving as officersassigns, directors or employees thereof defend and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") hold each of them harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costsagainst, and expenses pay and reimburse any of them for, any and all Damages which any of the foregoing may sustain at any time by reason of (including, without limitation, reasonable fees of counsel and accountantsa) of any kind claim by third parties caused by or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigationthe failure of Buyer to perform, defense discharge or settlement of the foregoing) which may be sustained or suffered by fulfill any of them arising out of or based upon any of the following matters: (a) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; Assumed Liabilities; (b) the breach or inaccuracy of or failure to comply with any other breach warranties, representations, covenants or agreements of any representation or warranty made by Buyer contained in this Agreement or in any certificateagreement, schedule certificate or exhibit document delivered pursuant heretoto or in connection with this Agreement or arising out of the Closing of the transactions contemplated hereby; (c) the conduct of Buyer’s business from and after the Closing Date; (d) any Releases or threatened Releases of Hazardous Materials at or from the Real Property arising out of or related to Buyer’s or its Affiliated successor’s operation of its business on the Real Property or during Buyer’s or its Affiliated successor’s occupancy or ownership of the Real Property, or at or from any Warranty Claim; disposal location used by Buyer or its Affiliated successor; (ce) any violations of Environmental Laws resulting from or arising out of Buyer’s or its Affiliated successor’s lease or ownership of the Real Property; (f) any personal injury (including wrongful death) or property damage (real or personal) arising out of exposure to Hazardous Materials used, handled, generated, transported or disposed by Buyer or its Affiliated successors or related to arising out of or occurring during Buyer’s or its Affiliated successor’s lease or ownership of, or operation on, the Real Property; or (g) any breach of any warranty, representation or covenant or agreement regarding environmental matters made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement; or (d) any failure by Buyer to perform and discharge any of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3Buyer.

Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer agrees to indemnify shall indemnify, defend and hold harmless the ------------------------ Seller Sellers and their Affiliates, and their respective affiliates and persons serving as officers, directors or employees thereof directors, employees, shareholders, members, partners, agents, representatives, successors and the Stockholders assigns (individually a "collectively, “Seller Indemnified Party" Indemnitees”) from any and collectively the "Seller Indemnified Parties") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered Losses incurred by any of them Seller Indemnitee arising out of or based upon any of resulting directly or indirectly from the following mattersitems set forth below: (a) fraud, intentional misrepresentation Any breach or a deliberate or wilful breach by Buyer inaccuracy of any representation, warranty of any of the representations or covenant under warranties of Buyer contained in this Agreement or the certification of such representations and warranties set forth in the certificate contemplated by Section 6.2(a)(iii), in each case without giving effect to any certificatequalification as to materiality, schedule Material Adverse Effect or exhibit delivered as part words of similar import for purposes of determining whether there has been a breach or pursuant to this Agreementinaccuracy or the amount of any Loss; (b) any other Any breach or violation of any representation covenant, agreement or warranty made obligation to be performed by Buyer in after the Closing pursuant to this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claimof the Transaction Documents; (c) Any Buyer Taxes and any breach liability for Taxes arising out of any covenant or agreement made by or on behalf the operation of Buyer Section 5.2(k), to the extent that the Sellers have satisfied their obligations in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement; orrelation thereto under Section 5.13(a)(i)(F); (d) Any Third-Party Claims concerning the use of the Aeroflex Marks and Retained Marks by Licensees and any failure permitted transferee of a Licensee pursuant to Section 5.12, excluding any Losses arising out of or relating to claims that the authorized use of the Aeroflex Marks and/or Retained Marks infringe, dilute, or otherwise violate the Intellectual Property rights of any Person; and (e) Any Buyer Consent Expenses to the extent such Buyer Consent Expenses are required to be, and are not, paid by Buyer pursuant to perform and discharge any of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.35.15(d).

Indemnification by Buyer. The Buyer agrees to shall indemnify and hold harmless the ------------------------ Seller and First Indiana and its direct and indirect subsidiaries, and any of their officers, directors, members, managers, employees, agents, attorneys, advisors, and representatives, and their respective affiliates successors and persons serving as officersassigns (collectively, directors or employees thereof and the Stockholders (individually a "“Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless Indemnitees”), from and against against, and shall pay or reimburse the Seller Indemnitees for, any damagesand all losses, liabilities, lossesdamages (including punitive, taxesincidental and consequential damages), diminution in value, obligations, claims, proceedings, fines, penalties, costs, deficiencies and expenses (including, without limitation, including reasonable fees of counsel attorneys’ and accountants) ’ fees and disbursements incurred in the investigation or defense of any kind of the foregoing or nature whatsoever (in the enforcement or assertion of their indemnity rights hereunder), whether or not involving a third party claim (collectively, the “Losses”), arising out of third-party claims and including all amounts paid of, resulting from, or in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersconnection with: (a) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach Any inaccuracy of any representation or breach of any warranty made by the Buyer in this Agreement or in any certificateOther Buyer Agreement (including any allegations by any third Person that, schedule if true, would mean that the Buyer has breached any of its representations or exhibit delivered pursuant heretowarranties); (b) Any failure by the Buyer to perform or comply with any covenant or obligation contained in this Agreement or in any Other Buyer Agreement (including any allegations by any third Person that, if true, would mean that the Buyer has failed to perform or comply with any Warranty Claimof its covenants or obligations); (c) Any debt, liability or obligation of the Seller or First Indiana assumed by the Buyer pursuant to this Agreement, including but not limited to the Assumed Liabilities, the Assumed Contracts and the Guaranty; (d) Any liability of the Seller, First Indiana or any breach other Person (i) for any Taxes resulting or arising from the operation of any covenant the Business by Buyer after the Closing, other than Taxes arising in connection with the transactions contemplated by this Agreement, or agreement made (ii) under the Worker Adjustment and Retaining Notification Act resulting from Seller’s termination of its employees in accordance with Section 3.1 of this Agreement or Buyer’s employment of such employees on or after the Closing; (i) Any product shipped or service performed by or on behalf of the Seller prior to or on the Closing Date or by the Buyer in this Agreementon or subsequent to the Closing Date, and (ii) any act, omission, event, state of facts or in any certificate, schedule or exhibit delivered other condition by or on behalf of the Seller, prior to or on the Closing Date and not specifically excluded above by Sections 1.2, 1.7, or 1.8, or by the Buyer as part on or subsequent to the Closing Date; and (f) Any broker’s or finder’s fee or other commission resulting from any services alleged to have been rendered to or at the request of or pursuant the Buyer with respect to this Agreement; or (d) any failure by Buyer to perform and discharge Agreement or any of the Assumed Liabilities as set forth in transactions contemplated by this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3.

Indemnification by Buyer. From and after the Closing, Buyer agrees to indemnify shall indemnify, save and hold the ------------------------ harmless Seller and their respective affiliates and persons serving as its officers, directors or employees thereof and the Stockholders stockholders and Representatives of any of them (individually a collectively, "Seller Indemnified Party" and collectively the "Seller Indemnified PartiesSELLER INDEMNITEES") harmless from and against any damagesand all Losses asserted against, liabilitiesresulting to, lossesimposed on, taxessustained, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained incurred or suffered by any of them based upon, arising out of, related to or otherwise in respect of or based upon any of the following mattersfollowing: (a) fraud(A) subject to the limitations set forth in Section 9.07, intentional misrepresentation any inaccuracy or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach of any representation or warranty made by Buyer contained in this Agreement or any certificate delivered by Buyer in connection with this Agreement and (B) any certificateaction, schedule suit or exhibit delivered pursuant heretoproceeding based upon, arising out of, related to or otherwise in respect of any Warranty Claimthereof; (cb) subject to the limitations set forth in Section 9.07 solely with respect to any breach of Section 5.08 based on the inaccuracy or breach of any representations or warranties of Buyer, any failure to perform or observe or any breach of any covenant or agreement made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement (excluding, however, Section 8.09) or by Buyer or Phoenix in any Ancillary Agreement, including but not limited to any Liability of Seller under the WARN Act, but solely to the extent caused by Buyer's breach of Section 5.05, and (B) any action, suit or proceeding based upon, arising out of, related to or otherwise in respect of any thereof; (A) any failure to pay, perform or discharge when due any of the Assumed Liabilities (for avoidance of doubt, except for Losses to the extent attributable to a breach by Seller of any Assigned Contract prior to Closing) and (B) any action, suit or proceeding based upon, arising out of, related to or otherwise in respect of any thereof; or (d) any failure by Buyer to perform and discharge Taxes assessed on, or expenses attributable to, any of the Assumed Liabilities as set forth Leases included in this Agreement. The rights of Seller Indemnified Parties the Assigned Contracts for the period after the Closing Date (such that Buyer shall have borne all real property Taxes and all expenses attributable thereto allocable to recover indemnification the period after the Closing Date), in respect each case net of any occurrence referred to in clauses (c) or (d) of this amount previously paid under Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.32.03(c).

Indemnification by Buyer. From and after the Closing, Buyer agrees to shall reimburse, indemnify and hold the ------------------------ Seller harmless Sellers and Shareholders and their respective affiliates personal representatives, successors and persons serving as officers, directors or employees thereof and the Stockholders assigns (individually a each an "Indemnified Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless against and in respect of all actual damages, costs and expenses incurred or suffered by any Indemnified Seller Party that result from or arise out of: (1) any of the Assumed Liabilities or taxes under Section 9 of this Agreement; (2) liabilities and obligations of Buyer of any nature whatsoever (including liabilities for taxes), except for liabilities and obligations for which Buyer is entitled to indemnification by Sellers and Shareholders pursuant to this Agreement; (3) actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Indemnified Seller Party that relate to Buyer or the Business relating to an event occurring from and against after the Closing Date (unless and to the extent arising from action of or failure to act by any damagesSeller or Shareholder, liabilitiesexcept to the extent arising from any action of or failure to act by Xxxxxxxx in connection with her employment with Buyer after the Closing Date which acts and omissions shall not be subject to any of the indemnification rights or obligations set forth in this Agreement) or which result from or arise out of any action or inaction from and after the Closing Date of Buyer or any director, lossesofficer, taxesemployee, agent or representative of Buyer; (4) any material misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of Buyer under this Agreement, or from any material misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Sellers or Shareholders pursuant to this Agreement or in connection with the negotiation, execution or performance of this Agreement; and (5) all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, penalties, costsjudgments, and reasonable costs and other expenses (including, without limitation, reasonable legal fees of counsel and accountantsexpenses) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon incident to any of the following matters: (a) fraud, intentional misrepresentation foregoing or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach of any representation or warranty made by Buyer in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; (c) any breach of any covenant or agreement made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement; or (d) any failure by Buyer to perform and discharge any of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) enforcement of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3Section.

Indemnification by Buyer. Subject to the other terms and conditions of this Article 8, Buyer agrees to shall indemnify and hold the ------------------------ defend each of Seller and its Affiliates and their respective affiliates Representatives (collectively, the “Seller Indemnitees”) against, and persons serving as officers, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") shall hold each of them harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costsagainst, and expenses (includingshall pay and reimburse each of them for, without limitationany and all Losses incurred or sustained by, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not imposed upon, the Seller Indemnitees based upon, arising out of third-party claims and including all amounts paid in investigationof, defense with respect to or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersreason of: (a) fraud, intentional misrepresentation Any inaccuracy in or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach of any representation of the representations or warranty made by warranties of Buyer contained in this Agreement or in any certificate, schedule certificate or exhibit delivered pursuant hereto, or any Warranty Claim; (c) any breach of any covenant or agreement made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit instrument delivered by or on behalf of Buyer as part of or pursuant to this Agreement; or (d) any failure by Buyer to perform and discharge any , as of the Assumed Liabilities date such representation or warranty was made or as set forth in this Agreement. The rights if such representation or warranty was made on and as of Seller Indemnified Parties the Closing Date (except for representations and warranties that expressly relate to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by a specified date, the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred which will be determined with reference to in clauses (a) or such specified date); (b) Any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Section 6.3Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article 6, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article 6); (c) Any third party claim arising out of Buyer’s ownership or operation of the FSM Purchased Assets, the Purchased Interests or the Business on or after the Closing Date; and (d) Any unreleased guaranty or other payment obligation of Seller or any Affiliate of Seller in connection with any debt or financing incurred by any Company prior to the Closing Date, including any FSM Assumed Liability.

Indemnification by Buyer. Buyer agrees hereby agrees, effective as of the Closing, to indemnify pay, and to indemnify, save, defend and hold the ------------------------ harmless Seller and their respective affiliates and persons serving as officers, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless each of its Insiders from and against any damages, liabilities, losses, taxes, fines, penalties, costsagainst, and expenses shall reimburse Seller and its Insiders with respect to, any and all Losses imposed on, incurred by or asserted against Seller or its Insiders (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them them) in any way relating to or arising from or out of or based upon any of the following mattersof: (a) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other A breach of any representation or warranty made by of Buyer contained in this Agreement or in any certificateagreement or certificate delivered by Buyer pursuant to this Agreement, schedule in each case, without regard to any qualification contained in any such representation or exhibit warranty as to materiality or a material adverse effect (both for purposes of determining if any inaccuracy or breach occurred and for determining the amount and extent of Losses); (b) Ownership or operation of the Branch Offices or its business and properties after the Effective Time, but, except with respect to the Assumed Liabilities, only to the extent arising solely after, and relating solely and exclusively to the operation of the Branch Offices after, and not on or prior to, the Closing Date, and provided such Losses did not arise out of or relate to, or were not incurred in connection with or as a result of, any breach of any representation, warranty, covenant or agreement by either the Seller or its Affiliates under this Agreement or any instrument delivered pursuant hereto, or any Warranty Claim; (c) any breach of any covenant Any Asset or agreement made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this AgreementAssumed Liability; or (d) A breach of any express covenant of Buyer in this Agreement or any of the documents entered into pursuant to the terms hereof or the failure by of Buyer to perform and discharge any agreement, covenant or obligation of the Assumed Liabilities as set forth Buyer contained in this Agreement or in any other agreement or document executed pursuant to this Agreement. Any claim for indemnification may independently apply to multiple representations, irrespective of whether such claim is consistent with any other representation contained in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3.

Indemnification by Buyer. Following the Closing, but subject to the provisions of this Article 7, Buyer agrees to shall indemnify and hold the ------------------------ harmless Seller and its Affiliates, and their respective affiliates and persons serving as officers, directors or directors, employees thereof and the Stockholders agents (individually a "collectively, “Seller Indemnified Party" and collectively the "Seller Indemnified Parties"Indemnitees”) harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel shall compensate and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement reimburse each of the foregoing) which may be sustained Seller Indemnitees for, any and all Losses suffered or suffered incurred by any of them Seller Indemnitee or to which any Seller Indemnitee may otherwise become subject arising out of or based upon any of the following mattersrelated to: (a) fraud, intentional misrepresentation any inaccuracy in or a deliberate or wilful breach by Buyer of any representation, warranty of the representations or covenant under warranties made by Buyer: (i) in this Agreement or (ii) in any certificate, schedule or exhibit certificate delivered as part on behalf of or Buyer pursuant to this AgreementSection ‎2.4.2(b)(ii) (in each case of the foregoing clauses (i) and (ii), without giving effect to any “material”, “in all material respects” or “Buyer Material Adverse Effect” qualification limiting the scope of such representation or warranty, but solely for purposes of determining the amount of Losses and not for purposes of determining whether a breach or inaccuracy has occurred); (b) any other failure of Buyer to perform or any breach by Buyer of any representation of its covenants, agreements or warranty made by Buyer obligations contained in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty ClaimAgreement; (c) except to the extent the Loss is indemnifiable by Seller under any breach of Ancillary Agreement, any covenant Assumed Liability; (d) except to the extent the Loss is indemnifiable by Seller under Section 7.1.1(a) or agreement made any Ancillary Agreement, any Product, 2.5 mg Dosage Strength or Other Product sold by or on behalf of Buyer in this Agreement, or in any certificate, schedule of its Affiliates on or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreementafter the Closing Date; or (de) any failure by of Buyer to perform and discharge any of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties pay Apportioned Obligations allocated to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Buyer under Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3‎5.13.1.

Indemnification by Buyer. Buyer hereby undertakes to indemnify Seller and agrees to indemnify hold it harmless from, any and hold the ------------------------ Seller and their respective affiliates and persons serving as officers, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless from and against any all damages, liabilitiesclaims, debts, actions, assessments, judgments, losses, taxes, fines, penaltiesfees, costs, penalties and expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees of counsel and accountantsexpenses in connection with any action, suit or proceeding) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigationcollectively, defense or settlement of the foregoing“Losses”) which may be sustained incurred or suffered by any of them Seller arising out of or based upon any of the following mattersof: (a) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer’s failure to duly and timely perform its undertakings and/or any of its other duties under any of the Existing Projects which were not assigned to Buyer of any representation, warranty or covenant and the Excluded Project; Provided that Buyer’s obligation to indemnify Seller under this Section 4.1(a) is limited to and will apply only to its undertakings to supply products and materials under the Existing Projects and the Excluded Project and to the amount of consideration paid to Buyer under the term of Article II of the Agreement or in any certificate, schedule or exhibit delivered as part and further provided that Buyer’s failure does not result from Seller’s failure to comply with its undertakings under the terms of or pursuant to the APA and this Service and Supply Agreement;.; and (b) Buyer’s failure to duly and timely perform its undertakings and/or any of its other breach duties under any non-assigned Potential Project; provided that Buyer’s failure does not result from Seller’s failure to comply with its undertakings under the terms of any representation or warranty made by Buyer in the APA and this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim;Service and Supply Agreement. (c) Any claims or complaints against Seller initiated by any breach third party with respect to the performance of any covenant Existing Projects not assigned to Buyer and the Excluded Project or agreement made by or on behalf of Buyer the Potential Projects resulting from Buyer’s failure as set forth in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement; orsub-sections (a) and (b) above. (d) It is hereby agreed that Seller shall have no remedy against Buyer with regard to any breach or failure by Buyer to perform and/or any Loss incurred by Seller other than those Losses covered by Sections 4.1(a), 4.1(b) and discharge any of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c4.1(c) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3above.

Indemnification by Buyer. Buyer agrees to indemnify and hold the ------------------------ in full Seller and their respective its officers, directors, employees, agents, stockholders, affiliates and persons serving as officerssubsidiaries (collectively, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") and hold them harmless from and against any damagesloss, liabilitiesLiability, lossesdeficiency, taxesdiminution in value, finesdamage, expense or cost (including interest, penalties, costscosts of investigation and defense, and expenses (includingreasonable legal and other professional fees and expenses), without limitation, reasonable fees of counsel as incurred and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigationinvolving a Third Party Action, defense or settlement which any of the foregoing) which Seller Indemnified Parties may be sustained suffer, sustain or suffered by any of them become subject to, as a direct or indirect result of, or arising out of from or based upon in connection with any of the following matters:(collectively, "Seller Losses"): (a) fraud, intentional misrepresentation any breach or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or inaccuracy in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach of any representation or warranty made by Buyer in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; (c) any breach of any covenant or agreement made by or on behalf the representations and warranties of Buyer contained in this Agreement, the Ancillary Agreements, or in any certificateexhibits, schedule schedules, certificates or exhibit other documents delivered or to be delivered by or on behalf of Buyer as part of or pursuant to the terms hereof or thereof or otherwise referenced or incorporated in this AgreementAgreement (collectively, the "Buyer Related Documents"); (b) any breach of, or failure to perform, any covenant, obligation or agreement of Buyer contained in this Agreement or any of the Buyer Related Documents, including the timely good faith payment of the Indemnification Holdback Amount; (c) any Liability to the extent it arises from or relates to Buyer's ownership or operation of the Business or the Assets on or after the Effective Date, including any Liability for Taxes, but excluding the Retained Liabilities; provided, however, that nothing in this Section 7.03(c) will limit or restrict in any manner or to any extent Buyer's right to indemnification pursuant to Section 7.02(a); or (d) any failure product or component thereof shipped, or any service provided, by Buyer on or after the Effective Date (including any product liability claims), other than products, components and/or services which Buyer, through Seller, provides to perform and discharge any of the Assumed Liabilities a Person as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited contemplated by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3Transition Services Agreement.

Indemnification by Buyer. On and after the Closing Date, Buyer hereby agrees to indemnify indemnify, defend and hold the ------------------------ harmless Seller and their respective affiliates and persons serving as officersits subsidiaries (collectively, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless from and against and in respect of any damages, liabilitiesand all claims, losses, taxesdamages, fines, penaltiesamounts paid in settlement, costs, expenses, obligations, Liabilities, charges, actions, suits, proceedings, deficiencies, interest, and reasonable out-of-pocket costs, penalties and fines (including costs of collection and enforcement, attorney's fees and other costs of defense, removal costs, remediation costs, closure costs and expenses of investigation and ongoing monitoring) (includingcollectively, without limitation"Damages") imposed on, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigationsustained, defense or settlement of the foregoing) which may be sustained incurred or suffered by any of them arising out of or based upon any of the following mattersasserted against them, directly or indirectly, in respect of, but only in respect of: (a) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach of any representation or warranty made by Buyer in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; (ci) any breach of Buyer's representations and warranties (such breach to be determined for this purpose without regard to any covenant materiality, Material Adverse Effect or agreement made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement; or (d) any failure by Buyer to perform and discharge any of the Assumed Liabilities as similar standard set forth in this Agreement. The rights any representation or warranty), any such claim to be made by Seller within the period of Seller Indemnified Parties survivability set forth in Section 8.1; (ii) Buyer's failure to recover indemnification perform or otherwise fulfill any of its agreements, covenants obligations or undertakings hereunder; (iii) the Assumed Liabilities; (iv) any and all claims asserted by any person for the death of or injury to any person or any damage to or loss of property or other liability arising out of products of the Office Products Business, whether in respect of any occurrence express or implied representation or warranty or otherwise; and (v) any and all Damages, whether actual or contingent which may arise out of or under any Environmental Law with respect to the operations or assets of the Company or of the Affiliates (in connection with the Affiliates' operation of the Office Products Business), other than those Damages referred to in clauses Section 8.2(b)(v) and (cvi); and (vi) Liabilities relating to claims asserted by any person for death or (d) injury to any person or any damage to or loss of this Section 6.3 shall not be limited property or other liability arising out of products produced using Shared Tools, which products were distributed by the fact that Company or the Affiliates, and such occurrence may not constitute an inaccuracy claims are based on occurrences prior to Closing. Except as provided above, in addition, on and after the Closing Date, Buyer hereby releases and discharges Seller and its subsidiaries from any and all environmental liability whatsoever whether actual or breach contingent or imposed as a consequence of any representationexisting or future Environmental Law, warranty including all claims, demands and causes of action of every nature related to or agreement referred to arising out of the operations or assets of the Company or of the Affiliates (in clauses (a) or (b) connection with the Affiliates' operation of this Section 6.3the Office Products Business).

Indemnification by Buyer. Buyer agrees to and the Company, jointly and severally, shall indemnify and hold defend Seller for the ------------------------ Seller and their respective affiliates and persons serving as officers, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees full amount of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or Damages suffered by any of them arising out of or based upon any of the following mattersSeller resulting from: (a) fraud, intentional misrepresentation the breach of any representation or a deliberate or wilful breach warranty made by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach of any representation or warranty made failure by Buyer in this Agreement to perform any obligation or comply with any covenant or agreement of Buyer specified herein or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claimother document executed at the Closing; (c) any breach claim (i) for wages or fringe benefits made by any employee of the Company with respect to the period commencing on the Closing Date; (ii) for severance payments or other liabilities with respect to the termination of any covenant employees of the Company by the Company or agreement made Buyer on or after the Closing Date (including any claim alleging the wrongful termination of any such employee by the Company or Buyer on behalf or after the Closing Date and including any claim of Buyer in constructive termination arising out of the consummation of the transactions contemplated by this Agreement) to the extent that the claim relates to a matter occurring or not occurring, as the case may be, on or after the Closing Date; (iii) by any employee of the Company against the Company, in its capacity as the employer of such employee, arising out of any certificatematter occurring or not occurring, schedule as the case may be, on or exhibit delivered by after the Closing Date; and (iv) with respect to the injury or death of any such employee arising out of events occurring on behalf of Buyer as part of or pursuant to this Agreement; orafter the Closing Date; (d) any failure claim (including, without limitation, claims alleging death or injury to persons or damage to property), whether based in tort, contract or otherwise resulting from or caused by any product sold, or service provided, by Buyer or the Company on or after the Closing Date; and (e) any claim, whether based in tort, contract or otherwise, which claim arises under, is based upon, or relates to perform and discharge any Federal, state, local or foreign environmental law, that is based on any facts occurring or not occurring, as the case may be, on or after the Closing Date. The parties agree that any claim for indemnification under Section 5.3(a) that is simultaneously a claim pursuant to Section 5.3(b), (c), (d) or (e) shall, for purposes of the Assumed Liabilities as limitations on indemnification set forth in this Agreement. The rights of Seller Indemnified Parties Section 5.4, be deemed to recover indemnification in respect of any occurrence referred to in clauses fall under Section 5.3(b), (c), (d) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3e).

Indemnification by Buyer. (a) From and after the Closing, Buyer agrees to indemnify and hold the ------------------------ harmless each Seller and their respective affiliates and persons serving as officers, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless Group Member from and against any damages, liabilities, losses, taxes, fines, penalties, costsagainst, and expenses to reimburse each Seller Group member for, any and all Losses and Expenses incurred by such Seller Group Member in connection with or arising from (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-involving a third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters:claim): (ai) fraud, intentional misrepresentation any breach or a deliberate or wilful breach by Buyer inaccuracy of any representation, representation or warranty or covenant under of Buyer contained in this Agreement or in any certificate, schedule or exhibit certificate of Buyer delivered as part of or pursuant to this Agreement; (bii) any breach by Buyer of, or failure by Buyer to perform, any of its covenants and obligations contained in this Agreement requiring performance prior to the Closing; (iii) any breach by Buyer of, or failure by Buyer to perform, any of its covenants and obligations contained in this Agreement requiring performance subsequent to the Closing (including Section 7.7); and (iv) (A) the operation of the Companies after the Closing (other than any matter for which Aon is required to provide indemnification pursuant to Section 11.1 or to the extent resulting from a breach of or inaccuracy or any representation or warranty made by Buyer of Aon contained in this Agreement or in any certificate, schedule or exhibit certificate of Aon delivered pursuant hereto, or any Warranty Claim; (c) any breach of any covenant or agreement made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement; or ) or (dB) any breach by any of the Companies after the Closing of, or any failure by Buyer to perform and discharge any of the Assumed Liabilities Companies to perform after the Closing, any of its covenants or obligations in any of the Facilitating Transaction Agreements in accordance with the terms thereof. With respect to any matter covered by Section 11.2(a)(iv) that an Affiliate of Buyer is required to satisfy pursuant to the terms of a Facilitating Transaction Agreement, Aon shall not initiate a claim (and shall not be required to give any notice) under this Article XI unless such Affiliate fails to satisfy such liability in accordance with the requirements of such Facilitating Transaction Agreement. (b) The indemnification provided for in clauses (i) and (ii) of Section 11.2(a) shall terminate 12 months after the Closing Date (and no claims shall be made by any Seller Group Member under Section 11.2(a) thereafter), except that the indemnification by Buyer shall continue as to: (i) the covenants of Buyer set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence Sections 8.1, 8.2, 8.5, 8.7, 8.8, 8.9 and 8.10 and referred to in clauses Section 11.2(a)(iv)(B), and the representations and warranties in Sections 6.2(a), 6.4 and 6.6 (cor to the extent related thereto, the certificate delivered pursuant to Section 10.1), which shall survive until 30 days after the expiration of the relevant statutory period of limitations applicable to the underlying claim, giving effect to any waiver, mitigation or extension thereof (or, if no statutory period of limitations is applicable to the underlying claim, shall survive forever); (ii) the covenants of Buyer which by their terms extend beyond 12 months, which shall survive until 30 days after expiring in accordance with their respective terms; and (iii) any Losses or (d) Expenses of which any Seller Group Member has validly given a Claim Notice to Buyer in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 6.3 11.2, as to which the obligation of Buyer shall not continue solely with respect to the specific matters in such Claim Notice until the liability of Buyer shall have been determined pursuant to this Article XI, and Buyer shall have reimbursed all Seller Group Members for the full amount of such Losses and Expenses that are payable with respect to such Claim Notice in accordance with this Article XI. Claims pursuant to Section 11.2(a)(iv)(A) may be limited by made at any time, whether before or after the fact that such occurrence may not constitute an inaccuracy in or breach expiration of any representation, warranty or agreement referred to in clauses (a) or (b) statutory period of this Section 6.3limitations.

Indemnification by Buyer. Subject to the conditions and provisions of Section 12.4 and Section 12.5, from and after the Closing Date, Buyer hereby agrees to indemnify indemnify, defend and hold the ------------------------ Seller harmless Seller, and their its respective affiliates and persons serving as officers, directors directors, employees, agents and partners ("SELLER INDEMNIFIED PARTIES") from, against and with respect of any and all Losses, asserted against, resulting to, imposed upon or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "incurred by any Seller Indemnified Parties") harmless from and against any damages, liabilitiesdirectly or indirectly, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out reason of or based upon any of the following matters: resulting from: (a) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach of any representation or warranty made by Buyer in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; (c) any breach of any covenant or agreement made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement; or (d) any failure by Buyer to pay, perform and or discharge any License Closing Assumed Liabilities or Assumed Liabilities; (b) the business or operations of the Assumed Liabilities as set forth in this Agreement. The rights Stations during the period after the Closing Date (including any matters or liabilities with respect to the employees of Seller Indemnified Parties to recover indemnification in respect the Stations and any termination of any occurrence referred to in clauses such employee after the Closing); (c) any misrepresentation or breach of the representations, warranties and certifications of Buyer contained in or made pursuant to this Agreement or any other Buyer Document; (d) any breach by Buyer of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy any covenants of Buyer contained in or breach of made pursuant to this Agreement or any representation, warranty or agreement referred to in clauses (a) other Buyer Document; or (be) Seller's failure to comply with the Worker Adjustment Retraining Notification Act as a result of this Section 6.3layoffs of Stations employees who are not given the required statutory notice under the Worker Adjustment Retraining Notification Act because of Buyer's decision not to offer employment to such Station's employees.

Indemnification by Buyer. Buyer agrees to shall indemnify and hold the ------------------------ Seller harmless Seller, Seller's Affiliates and their respective affiliates and persons serving as officers, directors or directors, employees thereof and the Stockholders agents (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified PartiesIndemnitees") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) in respect of any kind and all Damages reasonably incurred by any Seller Indemnitee, whether paid or nature whatsoever (whether payable, as a result of or not arising out of third-party claims in connection with each and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersfollowing: (a) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach of any representation or warranty made by Buyer in this Agreement; (b) the breach of any covenant, agreement or obligation of Buyer contained in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claimother instrument contemplated by this Agreement; (c) any breach of any covenant or agreement made by or on behalf of Buyer in this Agreement, or misrepresentation contained in any certificate, schedule statement or exhibit delivered certificate furnished by or on behalf of Buyer as part of or pursuant to this Agreement or in connection with the transactions contemplated by this Agreement; (d) the Assumed Liabilities and any Liability relating to the A/TS Network or the Acquisition Assets arising after or resulting from events which occurred after the Closing Date, except to the extent such liability is specifically assumed by Seller hereunder; (e) any Liability arising out of, or resulting from: (i) the Buyer's violation of any employment discrimination law with respect to any Designated Employee prior to or during the six month period following the Closing Date; (ii) Buyer's improper use of any Designated Employee's employment records transferred to Buyer by Seller or any of its Affiliates; or (iii) Buyer's illegal conduct in connection with Buyer's interviews of Seller's employees pursuant to Section 5.2; or (df) any failure by Buyer Liability with respect to perform any tax liabilities of any and discharge any all kinds arising out of the Assumed Liabilities as set forth in this Agreementownership, operation or possession of the A/TS Network or the Acquisition Assets after the Effective Time. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3.50

Indemnification by Buyer. From and after the Closing, Buyer agrees to shall defend, hold harmless and indemnify and hold the ------------------------ Seller and their respective affiliates and persons serving and/or Seller’s Representatives (as officersdefined below) (collectively, directors or employees thereof and the Stockholders (individually a "“Indemnified Seller Indemnified Party" and collectively the "Seller Indemnified Parties"”) harmless from and against any and all losses, damages, diminutions in value, liabilities, lossesdeficiencies, taxesclaims, actions, judgements, settlements, interest, awards, penalties, fines, penalties, costs, and or expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind kind, including reasonable 9 Purchase and Sale Agreement professional fees and attorneys’ fees, that are suffered or nature whatsoever incurred by the Indemnified Seller Party or to which the Indemnified Seller Party may otherwise become subject to at any time (whether or not arising out of third-party claims and including all amounts paid in investigationcollectively, defense or settlement of the foregoing“Losses”) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: as a result of: (a) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (bi) any other inaccuracy in or breach of any representation or warranty made by Buyer in this Agreement; (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement or other than to close on the purchase of the Property in that the sole remedy for any certificate, schedule or exhibit delivered pursuant heretofailure of the Buyer to close on the purchase of the Property shall set forth in Section 5.01(b); (iii) any actual liability of Buyer and/or Buyer’s Representatives, or any Warranty Claim; actual liability of Seller that derives from any such liability of Buyer and/or Buyer’s Representatives, whether such liability arises before or after the Closing; and (civ) any breach claim by a third party based upon, resulting from or arising out of any covenant (A) the business, operations, properties, assets or agreement made by or on behalf obligations of Buyer in this Agreementconducted, existing or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreementarising after the Closing; or (dB) any failure by Buyer to perform and discharge any of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, representation or warranty made by Buyer in this Agreement; (C) any negligent or agreement referred to more culpable act or omission of Buyer or its Representatives (including any reckless or willful misconduct) in clauses (a) connection with the performance of its obligations under this Agreement; or (bD) any failure by Buyer or its Representatives to comply with any applicable federal, state or local laws, regulations or codes in the performance of its obligations under this Section 6.3Agreement. Notwithstanding anything to the contrary in this Agreement, Xxxxx is not obligated to indemnify, hold harmless, or defend an Indemnified Seller Party against any claim (whether direct or indirect) if such claim or corresponding Losses arise out of or result from such Indemnified Seller Party’s negligence or more culpable act or omission (including recklessness or willful misconduct).

Indemnification by Buyer. (a) Buyer agrees to indemnify and hold the ------------------------ harmless each Seller and their respective affiliates and persons serving as officers, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless Group Member from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel all Losses and accountants) of any kind Expenses incurred by such Seller Group Member in connection with or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersfrom: (a) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (bi) any other breach of any warranty or the inaccuracy of any representation of Buyer contained or warranty made by Buyer referred to in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; (c) any breach of any covenant or agreement made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit certificate delivered by or on behalf of Buyer as part of pursuant hereto or pursuant to this in any Buyer Ancillary Agreement; or; (dii) any breach by Buyer of any of its covenants or agreements, or any failure by Buyer to perform and discharge any of its obligations, in this Agreement or in any Buyer Ancillary Agreement, in each case, to be performed after the Closing; (iii) the failure of Buyer to pay, perform or discharge the Assumed Liabilities Liabilities; (iv) any claim raised or filed by any Hired Employee if such claim arises as set forth in this Agreement. The rights a result of Seller Indemnified Parties the termination or other adverse action of Buyer subsequent to recover indemnification in respect its purchase of the Purchased Assets, any claim incurred against or by the Continued Welfare Plans after the Closing, including claims resulting from administrative errors or failures (except for those claims arising or that result from actions or omissions prior to Closing), or any claim arising out of any occurrence referred failure to properly administer COBRA under Seller Plans after the Closing Date; or (v) any loss or expense in clauses connection with Buyer’s construction of homes on the Coral Lakes Lots, unless caused by Sellers’ gross negligence or willful misconduct. provided, however that Buyer shall not be required to indemnify and hold harmless under clause (c) or (di) of this Section 11.2(a) with respect to Losses and Expenses incurred by Seller Group Members (other than Losses and Expenses incurred as a result of inaccuracies of the representations and warranties contained in Section 6.3 as to which this proviso shall not have no effect) unless the aggregate amount of such Losses and Expenses subject to indemnification by Buyer exceeds One Hundred Thousand Dollars ($100,000.00), and once the aggregate Losses exceed One Hundred Thousand Dollars ($100,000.00), Buyer will be limited by liable for such Losses (i.e. from the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (afirst dollar) or and Expenses. (b) The indemnification provided for in Section 11.2(a) shall terminate three (3) years after the Closing Date (and no claims shall be made by any Seller Group Member under Section 11.2(a) thereafter), except that the indemnification by Buyer shall continue as to: (i) the representations and warranties set forth in Sections 6.1 and 6.2, as to all of which no time limitation shall apply; (ii) the representations and warranties set forth in Section 5.7 and covenants set forth in Section 8.3 which shall survive until the expiration of the relevant statutory period of limitations applicable to the underlying claim, giving effect to any waiver, mitigation or extension thereof; (iii) the covenants set forth in Sections 11.2(a)(ii) and 11.2(a)(iii) as to which no time limitation shall apply; (iv) the covenant set forth in Section 13.6 which shall survive until the expiration of the six-year period referenced therein; and (v) any Loss or Expense of which any Seller Group Member has notified Buyer in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 6.311.2, as to which the obligation of Buyer shall continue until the liability of Buyer shall have been determined pursuant to this Article 11 and Buyer shall have reimbursed all Seller Group Members for the full amount of such Loss and Expense in accordance with this Article 11.

Indemnification by Buyer. Subject to the terms and conditions of this Article VI, from and after the Closing, Buyer agrees to shall indemnify each Seller in respect of, and hold the ------------------------ each Seller harmless against, any and their respective affiliates and persons serving as officers, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained Damages incurred or suffered by any of them arising out of such Seller or based upon any of the following mattersAffiliate thereof: (a) fraud, intentional misrepresentation or a deliberate or wilful to the extent resulting from any (i) breach by Buyer of any representation, representation or warranty or covenant under of Buyer contained in Article III of this Agreement or in any certificate, schedule or exhibit the certificate of Buyer delivered as part of or at the Closing pursuant to Section 5.2(d) or (ii) failure to perform any covenant or agreement of Buyer contained in this Agreement; (b) any other breach to the extent resulting from the conduct of any representation the business or warranty made by Buyer in this Agreement operations of the Business or in any certificate, schedule operation or exhibit delivered pursuant hereto, or any Warranty Claimuse of the Acquired Assets from and after the Closing; (c) to the extent resulting from or constituting any breach obligations and liabilities of any covenant Seller assumed by, or agreement made by or on behalf of which are otherwise the responsibility of, Buyer in pursuant to this Agreement, the Assumption Agreement, the French Agreement or the Lease Assignment and Assumption Agreements, or for which this Agreement provides that any Seller shall have no responsibility; (d) to the extent resulting from or constituting any obligations of any Seller or any of their respective Affiliates (other than PKI Indonesia) under any letters of credit and other obligations or borrowings of PKI Indonesia or the Business that are subject to any guarantee, covenant, indemnity, letter of comfort or similar assurance provided by any Seller or any of their respective Affiliates (other than PKI Indonesia) as of the Closing Date; (e) to the extent resulting from any liability of PKI related to or arising out of any amendment, modification or change to the wages, hours, benefits and any other terms and conditions of employment provided for in the Business Collective Bargaining Agreement, including any certificatebenefits differential, schedule severance payments or exhibit delivered lost wages which PKI may be obligated to make as a result of a failure by Buyer to agree with the Union upon any amendment, modification or on behalf of change to the Business Collective Bargaining Agreement; or failure by Buyer as part of or pursuant to this employ any US Business Employees covered by the Business Collective Bargaining Agreement; or (df) to the extent resulting from any failure by Buyer Taxes relating to perform and discharge a period (or portion thereof) that ends after the Closing Date except to the extent related to any of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3Pre-Closing Period.

Indemnification by Buyer. (a) From and after the Closing, subject to all of the limitations set forth in this Article IX, the Buyer hereby agrees to indemnify and hold the ------------------------ Seller and their respective affiliates and persons serving as its directors, officers, directors or employees thereof employees, agents, Affiliates, successors and the Stockholders assigns (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind all Losses imposed upon or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered incurred by any of them arising out a Seller Indemnified Party as a result of or based upon in connection with any of the following mattersfollowing: (ai) fraudAny inaccuracy or breach of a representation or warranty made by the Buyer in Section 5.2, intentional misrepresentation or a deliberate or wilful breach by Buyer 5.4 of any representation, warranty or covenant under 5.9 of this Agreement or in any certificate, schedule agreement or exhibit delivered as part instrument executed in connection herewith or pursuant hereto; (ii) The breach of or default in the performance by the Buyer of any covenant, agreement or obligation to be performed by the Buyer after the Closing pursuant to this Agreement;Agreement or any agreement or instrument executed in connection herewith or pursuant hereto; and (iii) The conduct of Midland's and the Subsidiaries' businesses after the Closing. (b) any Promptly after receipt by Seller of notice of the commencement of an Action or other breach event giving rise to a Seller Claim with respect to which a Seller Indemnified Party is entitled to indemnification, the party receiving such notice shall notify (the "Seller Claim Notice") Buyer in writing of the commencement of such Action or the assertion of such Seller Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice to Buyer. Buyer shall have the option, and shall notify the Seller in writing within ten business days after the date of the Seller Claim of its election, either: (A) to participate (at its own expense) in the defense of the Action or Seller Claim (in which case the defense of such Action or Seller Claim shall be controlled by the Seller) or (B) to take charge of and control defense of such Action or Seller Claim (at its own expense). If Buyer elects to control the defense, it will not compromise or settle the Action or Seller Claim if (X) the amount to be paid in settlement exceeds the Maximum Indemnity Amount, or (Y) the settlement does not include a provision releasing the Seller Indemnified Party from all liabilities with respect thereto. If Buyer fails to notify the Seller of its election within the applicable response period, then Buyer shall be deemed to have elected not to control the defense of such Action or Seller Claim. If Buyer elects to assume the defense of any representation Action or warranty made Seller Claim, the Seller Indemnified Party shall have the right to employ separate counsel and participate in the defense of any such Action or Seller Claim, but the fees and expenses of such counsel shall be at the expense of the Seller Indemnified Party unless: (1) the named parties in such Action or Seller Claim (including any impleaded parties) include both the Seller Indemnified Party and Buyer and the Seller Indemnified Party shall have been advised by Buyer in this Agreement such counsel that there may be one or in any certificate, schedule more legal defenses available to it that are different from or exhibit delivered pursuant heretoadditional to those available to Buyer, or (2) Seller has reasonably determined that Losses that may be incurred may exceed either individually, or when aggregated with other Seller Claims, the Maximum Indemnity Amount (in which case, Buyer shall not have the right to control the defense of such Action or Seller Claim on behalf of the Seller Indemnified Party, it being understood, however, that Buyer shall not, in connection with such Action or Seller Claim be liable for the fees and expenses of more than one separate firm of attorneys (in additional to any Warranty Claim;local counsel) and that such fees and expenses shall be reimbursed as they are incurred). (c) any breach If Buyer does not control the defense of any covenant Action or agreement made by Seller Claim, then the Seller Indemnified Party may settle such Action or on behalf Seller Claim only with the written consent of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant (not to this Agreement; or (d) any failure by Buyer to perform and discharge any of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3unreasonably withheld).

Indemnification by Buyer. Subject to the provisions of Section 8.4 below, Buyer agrees unconditionally to indemnify indemnify, defend and hold the ------------------------ Seller and its Affiliates, and its and their respective affiliates and persons serving as officers, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") employees, harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersfollowing: (a) fraudAny and all Losses (but, intentional misrepresentation to avoid doubt, subject to Section 8.1) of every kind, nature or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part description which arise out of or pursuant to this Agreement; result from or occur as a consequence of: (bi) any other breach of any false, incorrect or misleading representation or warranty made by Buyer in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; (c) any breach of any covenant or agreement thereof made by or on behalf of Buyer in this Agreement, Agreement (including the Exhibits and Schedules hereto) or in any certificateof the Acquisition Agreements, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreementbut excluding all Excluded Liabilities; or (dii) any failure by Buyer to perform and discharge perform, comply with, or observe any one or more of its covenants, agreements, or obligations contained in any of the Acquisition Agreements, but excluding all Excluded Liabilities; or (iii) any counterclaim against Seller resulting from the enforcement or attempted enforcement by Buyer of any of the rights included within the scope of the Patents included in the Transferred Intellectual Property. (b) Any and all Losses which may at any time or from time to time arise out of or result from or occur as a consequence of any Third Party Claims which arise out of or result from or are a consequence of: (i) Buyer’s ownership and use of the Acquired Assets, or the conduct of the Business at any time on or after the Closing Date; (ii) any Assumed Liabilities as set forth in Liability; (iii) any failure by Buyer to comply with the provisions of this Agreement; and (iv) the failure by Buyer to discharge any obligations of Buyer which were incurred by Buyer on or after the Closing Date (except for the Excluded Liabilities), including without limitation the following: (A) any audit or investigation or civil, administrative or criminal proceedings arising as a result of Buyer’s conduct of the Business on or after the Closing Date, and (B) any assessments, adjustments or offsets made against Seller as a result of such an audit or investigation or in connection with the recovery by any Governmental Authority or administrative agency with respect to Buyer’s conduct of the Business on or after the Closing Date. The rights Without limiting the generality of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) the foregoing provisions of this Section 6.3 8.2 with respect to the measurement of damages, Seller shall not have the right, subject to Section 8.1, to be limited by put in the fact that such occurrence may not constitute an inaccuracy same financial position as it would have been in or breach had the representations and warranties of any representationBuyer been true and correct, warranty or agreement referred had each of the covenants of Buyer been performed in full, and had Buyer paid, discharged, and performed all of its liabilities and obligations. Further, to avoid doubt, nothing in clauses (a) or (b) of this Section 6.38.3 is intended to alter in any way, nor shall it be used to interpret, the definitions of Assumed Liability and Excluded Liability. {*} = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Indemnification by Buyer. Buyer agrees to indemnify Representative shall indemnify, defend and hold harmless Seller, the ------------------------ Seller and their respective affiliates and persons serving as officers, directors or employees thereof U.K. Subsidiary and the Stockholders French Holding Company (individually a "Seller Indemnified Party" and collectively collectively, the "Seller Indemnified PartiesIndemnitees") harmless from and against any damagesLosses, liabilitiesincluding the costs of enforcing Buyer Representative's indemnification obligations, lossesincurred by or asserted against any of the Seller Indemnitees that are caused by, taxesresult directly from or in any way arise directly out of (i) any inaccuracy in, finesor breach of, penaltiesany representation or warranty of Buyer Representative or Buyers set forth in the Operative Documents or in any document delivered by Buyer Representative or Buyers pursuant to the Operative Documents, costs(ii) any breach of or failure by Buyer Representative or Buyers to perform any of their respective obligations or covenants set forth in the Operative Documents, (iii) any failure of a Buyer to pay, perform or satisfy the Assumed Liabilities and expenses the Permitted French Subsidiary Liabilities in accordance with their terms, (including, without limitation, reasonable fees iv) claims by employees of counsel and accountants) Buyer Representative or by employees of any kind Buyer or nature whatsoever of any Affiliate of Buyer Representative or any Buyer (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoingTransferred Employees) which may be sustained or suffered by any of them arising out of or based upon in connection with their employment relationship with Buyer Representative, any Buyer or any Affiliate of Buyer Representative or any Buyer or the termination of such employment relationship, (v) the bottling, distribution, labeling, advertising, licensing, marketing or sale of the products of the Business in any jurisdiction after the Closing Date, (vi) the use in any way (including the ways expressly permitted by this Agreement) by Buyer Representative, Buyers or their Affiliates of the Seller Tradenames or the Business Tradenames, (vii) the structuring or implementation of the U.K. Purchase Agreement or any of the following matters: transactions contemplated thereby by way of written offer and oral acceptance, including nonpayment of stamp duty or any other transfer Taxes, documentary Taxes, registration fees, conveyance fees, recording fees, deed stamps and any other Taxes in respect of the U.K. Purchase Agreement or any of the transactions contemplated thereby (a) fraudincluding stamp duty or any other transfer Taxes, intentional misrepresentation documentary Taxes, registration fees, conveyance fees, recording fees, deed stamps and any other Taxes payable notwithstanding the structuring or a deliberate implementation of the U.K. Purchase Agreement or wilful breach any of the transactions contemplated thereby by Buyer way of written offer and oral acceptance), any investigation, assertion, negotiation, contesting, resolution or settlement of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach of any representation or warranty made by Buyer in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; (c) any breach of any covenant or agreement claim made by or on behalf of Buyer in this Agreement, any Taxation Authority or any other Person in any certificateway involving or relating to the structuring or implementation of the U.K. Purchase Agreement or any of the transactions contemplated thereby by way of written offer and oral acceptance (whether or not related to stamp duty), schedule and any additional actions taken or exhibit delivered required to be taken by any Seller Indemnitee or on behalf any of Buyer its Affiliates as part a result of structuring or pursuant implementing the U.K. Purchase Agreement or any of the transactions contemplated thereby by way of written offer and oral acceptance; (viii) any claims by any employee of the Business or Transferred U.S. Employee related to this Agreement; or the requirement to undergo the U.S. Buyer's standard background check and drug test, and (dix) any failure by of a Buyer to perform and discharge any of pay value-added Tax as required by Law, this Agreement or the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3other Operative Documents.

Indemnification by Buyer. Buyer agrees to shall indemnify and hold the ------------------------ harmless Seller and their respective affiliates and persons serving as each of Seller's officers, directors or employees thereof directors, stockholders, employees, agents, representatives, Affiliates, successors and the Stockholders assigns (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified PartiesSELLER PARTIES") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees pay on behalf of counsel and accountants) or reimburse such Seller Parties in respect of any kind Loss which any such Seller Party may suffer, sustain or nature whatsoever (whether become subject to, as a result of, relating to, or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersof: (ai) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other the breach of any representation or warranty made by Buyer contained in this Agreement or in any certificatecertificate delivered by Buyer with respect thereto in connection with the Funding (in each case, schedule determined without regard to any qualifications therein referencing the terms "MATERIALITY," "MATERIAL ADVERSE EFFECT," or exhibit delivered pursuant hereto, other terms of similar import or any Warranty Claim;effect), (cii) any the breach of any covenant or agreement made by or on behalf of Buyer contained in this Agreement, (iii) any Liability relating to ECG or the Business after the Effective Date, provided that this clause (iii) will not be interpreted in a manner that vitiates the scope of the indemnification provisions of Section 7.2(a). (iv) Buyer's failure to continue to employ or cause ECG to employ the Transferred Employees, including without limitation, as a result of, relating to, or arising out of the Worker Adjustment and Retraining Notification Act, as amended, and all applicable regulations related thereto; (v) any liability or obligation of ACS to Americash, Inc. or American Express ATM Holdings, Inc. as a result of conduct, after the Effective Date, by Buyer or ECG which is deemed to constitute a breach of Section 5.1 (Covenant Not to Compete) of that certain Agreement, dated as of May 3, 1999, by and among ACS, Americash, Inc. and American Express ATM Holdings, Inc., as such section of such agreement was in effect on May 3, 1999 (i.e., without regard to any certificatesubsequent amendments, schedule supplements, extensions, or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreementmodifications thereto); or (dvi) any failure by Buyer to perform and discharge any Buyer's or ECG's use of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) name "Affiliated Computer Services", "ACS" or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3Parent's logo type.

Indemnification by Buyer. Buyer agrees to indemnify and hold the ------------------------ Seller and their respective affiliates and persons serving as officers, directors or employees thereof (and the Stockholders Trustees of Seller to the extent of subsection (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties"iv) below) harmless from and against any damagesand all Losses and Expenses, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, including reasonable fees of counsel and accountantsattorney's fees) of any kind incurred by Seller (or nature whatsoever (whether Seller's Trustees) in connection with or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersfrom: (ai) fraud, intentional misrepresentation or a deliberate or wilful any breach by Buyer of any representationof its covenants or agreements in this Agreement, warranty or covenant under this Agreement any of the Ancillary Agreements, or in any certificate, schedule or exhibit delivered as part of or pursuant other document to this Agreementwhich Buyer is a party; (bii) any failure by Buyer to perform any of its obligations in this Agreement, any of the Ancillary Agreements, or in any other document to which Buyer is a party; (iii) any breach of any warranty or the inaccuracy of any representation of Buyer contained or warranty made by Buyer referred to in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; (c) any breach of any covenant or agreement made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit certificate delivered by or on behalf of Buyer as part pursuant hereto; (iv) the Assumed Liabilities or the operation of or pursuant to this Agreementthe Business after the Closing; or (dv) any failure by Buyer to perform and discharge any of the Assumed Liabilities as set forth in this Agreement. The rights of tax liability assessed against Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by the fact California Franchise Tax Board with respect to issues between the Seller and the Internal Revenue Service ("IRS") which were reserved in the Closing Agreement between Seller and the IRS relating to Seller's tax year ended September 30, 1990 in an amount equal to such assessed tax liability plus an additional amount so that on an after tax basis Seller has no cash cost for such occurrence may tax liability but in any event, not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3exceed [$ ].

Indemnification by Buyer. From and after the Closing, and subject to the terms of this Agreement, Buyer agrees to shall indemnify and hold the ------------------------ harmless Seller and its Affiliates and their respective affiliates and persons serving as directors, officers, directors or employees thereof employees, stockholders, members and partners (collectively, the Stockholders (individually a "Seller Indemnified Party" and collectively the "“Seller Indemnified Parties"”) harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costsagainst, and expenses (includingreimburse any Seller Indemnified Party for, all Losses that such Seller Indemnified Party may suffer or incur, or become subject to, without limitationduplication, reasonable fees of counsel and accountants) of any kind based upon, attributable to, resulting from or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersof: (a) fraud, intentional misrepresentation the failure of any representations or a deliberate or wilful breach warranties made by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this AgreementAgreement to be true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to a specific date (in which case, the failure of such representations and warranties to be true and correct as of such specific date), without giving effect to any materiality, “material impact”, “Buyer Material Adverse Effect” or similar qualifiers both for the purposes of determining whether any such failure exists and for the purposes of determining the amount of any Losses; (b) any other breach of any representation or warranty made failure by Buyer to perform any of its covenants or agreements contained in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty ClaimAgreement; (ci) a post-Closing Release of Hazardous Materials at, on or under any Owned Properties or Well Fields Properties; (ii) any breach post-Closing noncompliance with Environmental Laws by Buyer (or any of any covenant its employees, consultants, tenants, invitees, agents or agreement made contractors) with respect to the Owned Properties or Well Fields Properties; (iii) the post-Closing offsite transportation, storage, disposal, treatment or recycling of Hazardous Materials generated by, and taken offsite by or on behalf of, Buyer (or any of its employees, agents, consultants or contractors) in connection with the Transferred Assets; (iv) any exposure to Hazardous Materials Released by Buyer (or any of its employees, consultants, tenants, invitees, agents or contractors) after the Closing in this Agreement, connection with the operation of the Transferred Assets; or in any certificate, schedule (v) Buyer Decommissioning and Wind Down Activities or exhibit delivered by or on behalf of Buyer as part of or pursuant to this AgreementTool Decommissioning; or (d) any failure by Buyer to perform and discharge any of the Assumed Liabilities as set forth Liability. Notwithstanding anything in this Agreement. The rights Agreement to the contrary, the cumulative indemnification obligation of Seller Indemnified Parties Buyer under this Article XI shall in no event exceed an amount equal to recover indemnification in respect of any occurrence referred to in clauses the Purchase Price (c) or (d) of this Section 6.3 shall not be limited by including the fact that such occurrence may not constitute an inaccuracy in or breach of any representationAdditional Amount, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3if applicable).

Indemnification by Buyer. Buyer agrees to will indemnify and hold harmless the ------------------------ Seller Sellers and their Affiliates and any of their respective affiliates and persons serving Representatives (collectively referred to herein as officers, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "“Seller Indemnified Parties") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs”), and expenses (including, without limitation, reasonable fees of counsel and accountants) of will reimburse the Seller Indemnified Parties for any kind Damages arising from or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersconnection with: (a) fraud, intentional misrepresentation any Breach of any representation or a deliberate or wilful breach warranty made by Buyer of in this Agreement, any representation, warranty or covenant under this Ancillary Agreement or any in any certificate, schedule document, writing or exhibit instrument delivered as part of or by Buyer pursuant to this Agreement; (b) any other breach Breach of any representation covenant or warranty made by obligation of Buyer in this Agreement, Ancillary Agreement or in any other certificate, schedule document, writing or exhibit instrument delivered by Buyer pursuant hereto, or any Warranty Claimto this Agreement; (c) any breach Liability arising out of any covenant the ownership or agreement made by operation of the Purchased Assets or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement; orthe Business after the Closing Date; (d) any failure act or omission by Buyer to perform and discharge the Buyer, any of its Affiliates or any of their delegees, agents or assigns (including any of their respective employees) in connection with the Assumed Liabilities as set forth in servicing, billing, processing, recovery, collection of any Vehicle Contract occurring after the Closing Date, or any Dealer act or omission relating to any Vehicle Contract acquired after the Effective Time (regardless of whether such Dealer act or omission also relates to Vehicle Contracts transferred pursuant to this Agreement); (e) any act or omission by the Buyer with respect to the management, accounting or administration of the Dealer Reserves after the Closing Date; or (f) any Assumed Liabilities. The rights of Notwithstanding the foregoing, no Seller Indemnified Parties Party shall be indemnified or held harmless for Damages to recover indemnification the extent such Damages resulted, in respect of whole or in part, directly or indirectly, from any occurrence referred to in clauses (c) action or (d) of this Section 6.3 shall not be limited omission by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3Seller Indemnified Party.

Indemnification by Buyer. Subject to the terms and conditions of this Agreement, Buyer agrees to indemnify indemnify, defend, save and hold the ------------------------ Seller and their respective affiliates and persons serving as officers, directors or employees thereof and the Stockholders (individually a "harmless Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless Parties from and against any damagesand all Claims or Losses (including any Claims or Losses brought by any Seller Indemnified Party against Buyer but excluding any Claims or Losses in respect of Taxes) in connection with, liabilitiesarising out of, lossesor resulting from any personal injury, taxesillness or death, finesloss or damage to property, or fines or penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigationof, defense incident to, or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: resulting from (a) fraud, intentional misrepresentation the performance or a deliberate or wilful breach failure to perform this Agreement by Buyer (due to its own actions or the actions of Buyer’s Facility Operator, and the owner and/or operator of any representationPower Plant not owned and/or operated by Buyer), warranty including any Claims or covenant under this Agreement Losses occasioned directly or in indirectly by an act of negligence of Buyer, Buyer’s Facility Operator, or the owner and/or operator of any certificatePower Plant not owned and/or operated by Buyer, schedule or exhibit delivered as part of or pursuant to this Agreement; and (b) any other breach of any representation Claims or warranty made by Buyer Losses in this Agreement or in any certificateconnection with, schedule or exhibit delivered pursuant heretoarising out of, or any Warranty Claim; (c) resulting from any breach of any covenant or agreement made Applicable Laws by or on behalf of Buyer in this AgreementBuyer, Buyer’s Facility Operator, or in the owner and/or operator of any certificatePower Plant not owned and/or operated by Buyer (including, schedule or exhibit delivered for the absence of doubt, all applicable health and safety laws and environmental, noise and pollution laws (including notifications and reports)) except to the extent such a breach results from Buyer’s ownership of LNG and is caused by or on behalf of Buyer as part of or the matters for which Seller owes indemnity pursuant to this AgreementSection 16.3.1(a); or (d) any failure by provided, however, that Buyer has no obligation to perform and discharge any of the Assumed Liabilities as set forth in this Agreement. The rights of indemnify Seller Indemnified Parties to recover indemnification for any Claims or Losses in respect connection with, arising out of, or resulting from any gross negligence or willful misconduct of any occurrence referred to in clauses (c) Seller or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3Seller Indemnified Parties.

Indemnification by Buyer. From and after the Closing Date, in addition to all other obligations of Buyer agrees to indemnify Seller set forth in this Agreement, Buyer shall indemnify, defend and hold the ------------------------ Seller harmless Seller, Seller’s Affiliates and their respective affiliates and persons serving as directors, officers, directors or employees thereof employees, representatives, successors and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless assigns from and against any damagesLoss resulting from, liabilitiesrelated to, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersof: (a) fraudBuyer’s ownership or operation of the Terminal after Closing, intentional misrepresentation except for any Loss for which Seller has assumed responsibility or a deliberate or wilful breach by agreed to indemnify Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this AgreementArticle VII; (b) The breach by Buyer or any other breach Affiliate of Buyer (or any shareholder, officer, director, employee of Buyer or such Affiliate) of any representation or warranty made by Buyer contained in this Agreement or Agreement, in any certificate, schedule Exhibit or exhibit delivered pursuant hereto, or any Warranty Claim; (c) any breach of any covenant or agreement made by or on behalf of Buyer in Schedule to this Agreement, or in any certificatedocument, schedule instrument, agreement or exhibit certificate delivered by under this Agreement; provided that Buyer shall have no indemnification obligation for any such Loss if Buyer has not received a claim from Seller (specifying in reasonable detail the basis for such Loss) within one year following the Closing Date, or on behalf if such -43- TERMINAL SALE AND PURCHASE AGREEMENT (ARCADIA) EXECUTION VERSION Loss results from a breach of Section 6.1 (Organization) or Section 6.2 (Due Authorization), within the applicable time set forth in Section 10.1; provided, further, that a claim for a Loss resulting from the fraud or willful misconduct of Buyer as part of or pursuant to this Agreementmay be made at any time without limitation; or (dc) any failure The breach by Buyer to perform and discharge or any Affiliate of the Assumed Liabilities as set forth Buyer (or any shareholder, officer, director, employee of Buyer or such Affiliate) of any covenant or agreement contained in this Agreement. The rights of Seller Indemnified Parties , in any Exhibit or Schedule to recover indemnification this Agreement, or in respect of any occurrence referred to in clauses (c) document, instrument, agreement or (d) of certificate delivered under this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3Agreement.

Indemnification by Buyer. Subject to the other terms and conditions of this Article 9, from and after the Closing Date, Buyer agrees to indemnify shall indemnify, defend and hold the ------------------------ harmless each Seller and its Affiliates and their respective affiliates and persons serving as officersRepresentatives (collectively, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "“Seller Indemnified Parties"”) harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costsagainst, and expenses (includingshall pay and reimburse the Seller Indemnified Parties for, without limitation, reasonable fees any and all Losses of counsel and accountants) of any kind or nature whatsoever (whether or not the Seller Indemnified Parties to the extent arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersof: (a) fraud, intentional misrepresentation any inaccuracy in or a deliberate or wilful breach by Buyer of any representationrepresentation or warranty of Buyer contained in Article 4 of this Agreement, in any Ancillary Agreement (but excluding any inaccuracy in or breach of any representation or warranty of Buyer or covenant under this any of its Affiliates (including, following the Closing, the Companies) in the FAMA Supply Agreement, the Sales and Distribution Agreement — Food and Beverage or the Sales and Distribution Agreement — Pharmaceuticals and Cosmetics) or in any certificate, schedule other certificate or exhibit instrument delivered as part by or on behalf of or Buyer pursuant to this Agreement; (b) any other breach of any representation covenant, agreement or warranty made obligation to be performed by Buyer in pursuant to this Agreement or in any certificateAncillary Agreement (but excluding any breach of any covenant, schedule agreement or exhibit delivered pursuant hereto, obligation to be performed by Buyer or any Warranty Claim;of its Affiliates (including, following the Closing, the Companies) pursuant to the FAMA Supply Agreement, the Sales and Distribution Agreement — Food and Beverage or the Sales and Distribution Agreement — Pharmaceuticals and Cosmetics); and (c) the operation of the Business and the Companies after the Closing (it being understood that this Section 9.3(c) shall not relieve any breach Seller of any covenant obligation under or agreement made by or on behalf of Buyer in this Agreementpursuant to, or in diminish any certificateobligation of any Seller under, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this AgreementSection 9.2); orand (d) any failure by Buyer to perform and discharge any for the purposes of determining whether a breach of representation or warranty has occurred for the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) purposes of this Section 6.3 9.3 and calculating the amount of Losses related thereto, any qualification as to materiality, Company Material Adverse Effect or any other similar qualification or standard contained in Article 4 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3disregarded.

Indemnification by Buyer. Buyer hereby undertakes to indemnify Seller and agrees to indemnify hold it harmless from, any and hold the ------------------------ Seller and their respective affiliates and persons serving as officers, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless from and against any all damages, liabilitiesclaims, debts, actions, assessments, judgments, losses, taxes, fines, penaltiesfees, costs, penalties and expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees of counsel and accountantsexpenses in connection with any action, suit or proceeding) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigationcollectively, defense or settlement of the foregoing“Losses”) which may be sustained incurred or suffered by any of them Seller arising out of or based upon any of the following mattersof: (a) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer's failure to duly and timely perform its undertakings and/or any of its other duties under any of the Existing Projects which were not assigned to Buyer of any representation, warranty or covenant and the Excluded Project; Provided that Buyer's obligation to indemnify Seller under this Section 4.1(a) is limited to and will apply only to its undertakings to supply products and materials under the Existing Projects and the Excluded Project and to the amount of consideration paid to Buyer under the term of Article II of the Agreement or in any certificate, schedule or exhibit delivered as part and further provided that Buyer's failure does not result from Seller's failure to comply with its undertakings under the terms of or pursuant to the APA and this Service and Supply Agreement;.; and (b) Buyer's failure to duly and timely perform its undertakings and/or any of its other breach duties under any non-assigned Potential Project; provided that Buyer's failure does not result from Seller's failure to comply with its undertakings under the terms of any representation or warranty made by Buyer in the APA and this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim;Service and Supply Agreement. (c) Any claims or complaints against Seller initiated by any breach third party with respect to the performance of any covenant Existing Projects not assigned to Buyer and the Excluded Project or agreement made by or on behalf of Buyer the Potential Projects resulting from Buyer's failure as set forth in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement; orsub-sections (a) and (b) above. (d) It is hereby agreed that Seller shall have no remedy against Buyer with regard to any breach or failure by Buyer to perform and/or any Loss incurred by Seller other than those Losses covered by Sections 4.1(a), 4.1(b) and discharge any of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c4.1(c) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3above.

Indemnification by Buyer. Buyer agrees to indemnify shall indemnify, defend and hold the ------------------------ Seller and their its respective affiliates and persons serving as successors, permitted assigns, shareholders, directors, officers, directors or employees thereof and the Stockholders other affiliates (individually a collectively, "Seller Seller's Indemnified Party" and collectively the "Seller Indemnified PartiesPersons") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them Damages arising out of or based upon in any of the following mattersway relating to: (a) fraud, intentional any misrepresentation in or a deliberate breach of the representations and warranties of Buyer or wilful breach by the failure of Buyer to perform any of any representation, warranty its covenants or covenant under obligations contained in this Agreement or in any certificate, schedule instrument or exhibit delivered as part of document furnished or to be furnished by Buyer pursuant to this Agreement or in connection with the transactions contemplated by this Agreement; (b) any other breach of any representation liabilities, obligations, claims, suits or warranty made proceedings asserted by Buyer in this Agreement or in any certificatethird parties due to, schedule or exhibit delivered pursuant heretoarising out of, or any Warranty Claimby reason of the operation of the Purchased Business after the Closing Date; (c) any the failure to discharge when due the Assumed Obligations, but not relative to or resulting from Seller's breach of any covenant the warranties or agreement made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement; orrepresentations regarding the Assumed Obligations; (d) any failure actions, claims, suits or proceedings asserted by Buyer third parties alleging personal injury or property damage due to, arising out of, or by reason of the design, manufacture or use of any products of the Purchased Business on or prior to perform and discharge the Closing Date; (e) any workers' compensation claims of any employee or former employee of the Purchased Business arising from events occurring after the Closing Date; (f) any Environmental Claim arising under any of the Assumed Liabilities as set forth in this Agreement. The rights Environmental Laws or any Remedial Action arising pursuant to any of Seller Indemnified Parties to recover indemnification in respect the Environmental Laws including, but not limited to, investigation, remediation or removal of any occurrence referred Contaminant arising out of or based upon the operation of the Purchased Business after the Closing Date; (g) any and all claims for compensation and other employee benefits (including, but not limited to, severance pay, outplacement benefits, disability benefits, health, retiree medical, workers' compensation, tuition assistance, death benefits and pension and profit sharing plans and claims relating to in clauses employment or termination of employment) accruing after the Closing Date (cexcept for severance benefits or welfare benefit payments, if any, with respect to (i) employees of the Purchased Business who have ceased employment with the Purchased Business on or prior to the Closing Date and (dii) employees of this Section 6.3 shall not be limited by the fact Purchased Business who, on the Closing Date, are on medical leave, maternity leave, temporary lay-off or disability and related costs and liabilities, regardless of whether such claims and related costs and liabilities are made or incurred before, on or after the Closing Date); (h) any liability of Churxxxxx Xxxustries, Inc. as to that such occurrence may not constitute certain Guaranty dated June 19, 1996 given for the benefit of J.M.J. Partnership, an inaccuracy in or breach Ohio general partnership, pursuant to that certain lease agreement more particularly described on Schedule 4.05 of any representationthe Disclosure Schedules; or (i) all claims, warranty or agreement referred investigations, actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees and expenses (incurred thereon at trial and upon appeal), incident to in clauses (a) or (b) of this Section 6.3the foregoing.