Common use of Indemnification by Parent Clause in Contracts

Indemnification by Parent. From and after the Closing Date, Parent and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, and hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) harmless from, (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes to the extent such Taxes (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2).

Indemnification by Parent. From Parent agrees to indemnify each of the Purchaser Indemnified Parties against, and after agrees to hold each of them harmless from, any and all Losses incurred or suffered by them relating to or arising out of or in connection with any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Parent in this Agreement or any Related Agreement or any document delivered by Parent or any Seller at the Closing; provided, that (i) in the case of all representations and warranties, except for Title and Authorization Warranties and Tax and Benefits Warranties, a notice of the Purchaser Indemnified Party’s claim shall have been given to Parent not later than the close of business on the second anniversary of the Closing Date and (ii) in the case of Tax and Benefit Warranties, a notice of the Purchaser Indemnified Party’s claim shall have been given to Parent not later than the close of business on the Tax Statute of Limitations Date; (b) any breach by Parent of or failure by Parent to perform any covenant, obligation or agreement of Parent set forth or contemplated in this Agreement or any Related Agreement or any document delivered by Parent or any Seller at the Closing; (c) the Excluded Assets, the Excluded Obligations or, other than the Assumed Obligations, any other obligations or liabilities relating to or arising out of the ownership or operation of the Assets on or prior to the Closing Date, Parent ; (d) any obligations or liabilities relating to or arising from any product liability or warranty claims based on products or services sold by any Asset Seller on or prior to the Closing Date; (e) any obligations or liabilities relating to or arising out of the ownership or operation of any Affiliate of any Seller that is not a Asset Seller; (f) the occupancy by customers of the Business or similar third-parties of any of the Leased Real Property in violation of the terms and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries conditions of the Real Property Lease application to any such Leased Real Property; (g) any liability (including its costs) which CIS Limited shall be required to pay to the Purchased Companies and their SubsidiariesUK Pension Scheme by virtue of s75 Pensions Xxx 0000 (as modified by regulations), s38 Pensions Xxx 0000 or s43 Pensions Xxx 0000 or by virtue of any demand by the trustees of the UK Pension Scheme for an additional contribution as a result of the withdrawal of CIS Limited from that Scheme; (h) againstany claim made by an employee of CIS Limited which arises because a provision of the UK Pension Scheme or its predecessor did not prior to the Closing treat that person equally with a person of the opposite sex whether such claim arises pursuant to the provisions of the Equal Pay Xxx 0000, and hold Purchaser and its Subsidiaries the Sex Discrimination Xxx 0000, Article 141 (including the Purchased Companies and their Subsidiariesformerly Article 119) harmless fromXxxxxx xx Xxxx, x00 Pensions Xxx 0000 or otherwise; (i) any Taxes of Sellers acts or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Selleromissions of, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated relevant Law by, CIS Limited prior to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expensesthe Closing, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes to the extent such Taxes (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result arising out of any investigation or regulatory action taken outside by any Governmental Authority; (j) any obligation arising under Section 13.4; and (k) the client claim against CIS SNC described in item 4 of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)Schedule 5.22.

Indemnification by Parent. From Subject to the limitation set forth in Section 10.04 below, from and after the Closing DateClosing, Buyer and its Affiliates, and its and their respective officers, directors, employees, agents, successors and assigns (the “Buyer Indemnified Parties”) shall be indemnified and held harmless by Parent and Sellers shall Sellers, jointly and severally indemnify Purchaser severally, for and its Subsidiaries against all damages, costs and expenses, interest, awards, judgments, Taxes and penalties (including reasonable attorneys’ fees and expenses) actually suffered or incurred by them (hereinafter, “Losses”) if and to the Purchased Companies and their Subsidiaries) againstextent arising out of, and hold Purchaser and its Subsidiaries by reason of or relating to: (including the Purchased Companies and their Subsidiaries) harmless from, (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iiia) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach failure of any representation or warranty in Section 5.8 of this Agreement; Parent or Sellers set forth herein to be true and correct when made; (vib) any Transaction failure by Parent to perform, fulfill or comply with any covenant set forth herein; (c) the Excluded Assets or the Excluded Liabilities; (d) any liability for Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes to the extent such Taxes (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating Transferred Subsidiaries with respect to a Pre-Closing Tax Period, by including all liability for Taxes of any member of an affiliated, consolidated, combined, unitary or at the direction similar group of Purchaser which a Transferred Subsidiary is or any of its Affiliates after was a member on or prior to the Closing Date, including pursuant to Treas. Reg. § 1.1502-6 or any analogous or similar state, local or foreign law, and any Taxes attributable to the Restructuring or the transactions contemplated by Section 5.06(b), except to the extent taken into account in Net Working Capital or Indebtedness (“Indemnified Taxes”); (e) events occurring on or after the Closing Date arising out of or related to the ownership or operation of the business of Parent and its Affiliates (other than any action contemplated by this Agreement the Purchased Assets or an Ancillary Agreement (the Assumed Liabilities, which action shall not include the settlement Specified OUS Assets or resolution Specified OUS Liabilities until the “Closing” (as defined in the India Purchase Agreement); provided, however, that this Section 10.02(e) shall not apply to, and no indemnification shall be provided pursuant to this ARTICLE X for, Losses arising out of or related to any Tax Claim commercial relationship between Parent and its Affiliates, on the one hand, and Buyer and its Affiliates, on the other, or Losses arising out of or related to the Transition Services Agreements, Supply Agreements or the Distribution Agreements; and (f) the matters set forth in accordance with Section 9.2)10.02(f) of the Seller Disclosure Schedule.

Indemnification by Parent. From (a) Subject to the limitations set forth in paragraphs (b)-(d) below, Parent agrees to defend, indemnify and hold harmless the Sellers' Indemnified Persons from and against all Losses directly or indirectly sustained by any of them caused by or arising out of: (i) any breach of any of the representations or warranties made by Parent or a Merger Sub in or pursuant to this Agreement; (ii) any breach of any covenant or agreement made by Parent or a Merger Sub in or pursuant to this Agreement; and (iii) any liabilities expressly assumed by Parent. (b) Indemnification for claims under clause (i) of paragraph (a) above shall be payable by Parent only if the aggregate amount of all Losses hereunder by the Sellers' Indemnified Persons shall exceed $400,000 at which point Parent shall be responsible for all Losses in excess of $200,000. Parent's aggregate liability for indemnification under paragraph (a) above shall not exceed $8,000,000. (c) The Parent shall have no liability under paragraph (a) unless one or more of Sellers' Indemnified Persons gives written notice to Parent asserting a claim for Losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of the period set forth below: (i) for claims under clauses (i) and (ii) of paragraph (a), for a period of two (2) years after the Closing Date, Parent ; and Sellers shall jointly -------------------------------------------------------------------------------- -62- Agreement and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, and hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) harmless from, (i) any Taxes Plan of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); Merger Execution Copy 67 (ii) any Taxes for claims under clause (iii) of the Purchased Companies and their Subsidiaries paragraph (a), without limitation as to time. (d) The gross amount with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) claim for indemnification for which Parent may be liable to Sellers' Indemnified Persons pursuant to this Article 10 shall be reduced by any insurance proceeds actually recovered by or on behalf of the Purchased Companies and Sellers' Indemnified Persons on account of such indemnifiable Losses. Sellers' Indemnified Persons shall exert their Subsidiaries had best efforts to recover upon any Liability before the Closing under Treasury Regulation section 1.1502-6 (or policies of insurance insuring any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes to the extent such Taxes (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)indemnifiable Losses.

Indemnification by Parent. From (i) Subject to the limitations set forth in this ARTICLE VIII, from and after the Closing DateClosing, Parent and Sellers shall jointly and severally indemnify Purchaser Buyer and its Subsidiaries Affiliates (including the Purchased Companies “Buyer Indemnified Persons”) shall be indemnified by Parent from and their Subsidiaries) against, against any and hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) harmless from, (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable all actual out-of-pocket costs losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses, including legal feesbut excluding all expenses and costs incurred in connection with making claims under and disputes regarding this Agreement), attributable to settlement payments, awards, judgments, fines or obligations (collectively, “Damages”) incurred or suffered by Buyer Indemnified Persons and resulting from (1) any item breach or inaccuracy of any Parent Representation, (2) any breach of any covenant or agreement of Parent contained in this Agreement, (i3) through Indemnified Taxes or breach of Parent’s obligations under Article IX that result in Damages other than Indemnified Taxes, (v); provided4) the Parent Benefit Plans, however(5) the Fullerton Liabilities, that Parent and Sellers shall have no obligation to indemnify Purchaser (6) any Nelco PRC Liabilities or its Subsidiaries under breach of Parent’s obligations set forth in Section 5.16, (7) any provision Transaction Expenses or Indebtedness of this Agreement from and against any Taxes the Company Group outstanding as of the Closing to the extent not paid or satisfied, or caused to be paid or satisfied, by Parent at or prior to the Closing, or if paid by Buyer at or prior to the Closing, to the extent not deducted in the determination of the Aggregate Final Consideration or (8) any breach of any covenant or agreement of Parent contained in the IP Assignment Agreement. (ii) From and after the Closing, subject to any applicable time period limitations set forth in Section 8.1 and Section 8.4, Buyer Indemnified Persons shall have the right to seek indemnification for Damages from Parent in respect of the indemnification provisions of Section 8.3(a) in accordance with the procedures set forth in Section 8.4. (iii) Notwithstanding anything to the contrary contained in this Agreement, but subject in each case to Section 8.2, even if a Buyer Indemnified Person would otherwise be entitled to recover Damages pursuant to this ARTICLE VIII, Buyer Indemnified Persons shall not be entitled to indemnification under Section 8.3(a)(i)(1) for: (A) any individual Damages or series of related Damages (other than the Fullerton Liabilities, Nelco PRC Liabilities, Damages that relate to the Tax Indemnification or those arising out of breaches of the Fundamental Representations, the Compliance Representations or from fraud) arising out of substantially similar or related facts and circumstances unless and until the aggregate amount of all such Taxes Damages exceeds $25,000 (the “Threshold Basket”) in which case Buyer Indemnified Persons shall, subject to the other terms and provisions of this Section 8.3(a)(iii) (including the Basket), be entitled to indemnification for the full amount of such Damages; (B) any Damages unless and until the aggregate amount of all such Damages exceeds 1% of the Base Consideration (the “Basket”) (other than with respect to the Fullerton Liabilities, Nelco PRC Liabilities, the Tax Indemnification, Fundamental Representations, Compliance Representations or fraud), provided that only Damages satisfying the Threshold Basket count toward satisfying the Basket, in which case Buyer Indemnified Persons shall be entitled to indemnification only to the extent the aggregate amount of all such Damages exceeds the Basket and (C) Damages in an aggregate amount exceeding 10% of the Base Consideration (the “Cap”) (other than with respect to the Fullerton Liabilities, Nelco PRC Liabilities, the Tax Indemnification, Fundamental Representations, Compliance Representations or fraud). Notwithstanding anything else to the contrary contained in this Agreement, (x) are accrued as a Liability no Damages may be claimed hereunder by any Buyer Indemnified Person to the extent that such Damages have been taken into account in the Closing Working Capital as finally determined determination of the Aggregate Final Consideration pursuant to Section 2.62.5(b), or and (y) arise as a direct result of in no event shall Parent be responsible toward any action taken outside Buyer Indemnified Person for any Damages (including any Damages with respect to Fundamental Representations or Compliance Representations) in excess of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)Aggregate Final Consideration.

Indemnification by Parent. From Subject to the limitations set forth in this Article IX, from and after Closing, Parent shall indemnify and hold harmless the Buyer and Buyer’s Affiliates and each of their respective officers, directors and employees (in their capacity as such) (collectively, the “Buyer Indemnified Parties”) against and in respect of any and all Losses actually incurred by any Buyer Indemnified Party arising from: (a) any breach or violation of the covenants made in Articles II, V, VI or IX of this Agreement or any Ancillary Agreement (other than the Guarantee Reimbursement Agreement) by Parent or any of its Affiliates; (b) any inaccuracy or breach of any Fundamental Representation made by Parent; (c) any inaccuracy or breach of any representation or warranty made by Parent in this Agreement, or by Parent or ESCO Luxembourg in any of the Ancillary Agreements (other than the Guarantee Reimbursement Agreement), resulting from fraud, intentional misrepresentation or willful misconduct of Parent or any of its Affiliates (d) any Indebtedness of the Company or a Company Subsidiary as of the Effective Time that did not reduce the Purchase Price at Closing or pursuant to Section 2.5; (e) any Transactional Expenses of the Company or a Company Subsidiary that were not paid by the Company, a Company Subsidiary or Parent before the Closing DateDate and did not reduce the Purchase Price at Closing or pursuant to Section 2.5; (f) any Tax imposed on, Parent and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, and hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) harmless or sought to be collected from, the Company or any Company Subsidiary (or imposed on any other Buyer Indemnified Party relating to the Company or any Company Subsidiary): (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b)or the portion of any Straddle Period ending on the Closing Date; (iiiii) the Taxes of any Person affiliated, combined, consolidated, unitary or similar group of which the Company or any Company Subsidiary (other than or any predecessor thereof) was a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which member at any of the Purchased Companies and their Subsidiaries had any Liability before time prior to the Closing under Treasury Regulation section pursuant to Section 1.1502-6 of the Treasury regulations (or any similar provision of state, local local, or foreign Law), ; or (iii) of another Person as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant the extent the event giving rise to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated such Tax arose prior to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v)the Closing; provided, however, in any of (i), (ii), or (iii), that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes indemnity is due hereunder to the extent such Taxes (x) are Tax was paid by Parent or paid prior to Closing, or such Tax was accrued as a Liability in current liability on the Closing Working Capital as finally determined pursuant to Statement, and no Tax indemnifications in this Section 2.6, 9.1(f) shall survive the expiration of the controlling statute of limitations (including any extensions thereof); (g) any Liability imposed on the Company or the Company Subsidiaries by reason of the treatment of the Company or any Company Subsidiary (yi) arise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser single employer with Parent or any of its Affiliates after as a result of the Closing Dateapplication of Sections 414(b), (c), (m) or (o) of the Code or (ii) by reason of the treatment of the Company or any Company Subsidiary as under common control with Parent or any of its Affiliates as a result of the application of Section 4001(b) of ERISA (1) under Section 302 of ERISA, (2) under Title IV of ERISA, (3) under Sections 412 or 4971 of the Code, or (4) in respect of an employee benefit plan (within the meaning of Section 3(3) of ERISA) sponsored or maintained by Parent or an Affiliate of Parent (other than the Company or a Company Subsidiary) because of Section 607(4) of ERISA or Section 414(t) of the Code; and (h) any action contemplated by this Agreement Liability of Parent to the extent such Liability does not relate to the Business, the Company or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)Company Subsidiary.

Indemnification by Parent. From and (a) Subject to the provisions of Section 9.03(b), after the Closing DateEffective Time, Parent and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies Company Holders and their Subsidiaries) againstrespective affiliates, officers, directors, employees, agents, successors and hold Purchaser assigns shall be indemnified and its Subsidiaries (including the Purchased Companies held harmless by Parent for any and their Subsidiaries) harmless all Losses, arising out of or resulting from, : (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty (without giving effect to any qualification as to materiality or as to material adverse effect (or similar qualifications) contained therein in determining the amount of any Loss) made by the Parent or Merger Sub in this Agreement; and (ii) the breach of any covenant or agreement made by Parent in this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) except with respect to claims based on fraud and Parent's obligation to deliver the Total Merger Consideration pursuant to Section 5.8 2.02 of this Agreement; , the maximum aggregate amount of indemnification Losses arising out of or resulting from the causes enumerated in Section 9.03(a) that may be recovered from Parent shall be five percent (vi5%) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and of the Total Merger Consideration; (viiii) reasonable out-of-pocket costs and expenses, including legal fees, attributable no indemnification payment by Parent with respect to any item indemnifiable Loss otherwise payable and arising out of or resulting from the causes enumerated in Section 9.03(a)(i) shall be payable until such time as all such indemnifiable Losses shall aggregate to more than the Basket Amount, after which time Parent shall be liable only for indemnifiable Losses in excess of the Basket Amount; (iiii) through Parent's indemnification obligation with respect to a breach of any representation or warranty, and the amount to be indemnified, and shall be determined without regard to any materiality qualification set forth in such representation or warranty; (iv) the amount of any indemnification to be paid under this Article IX shall be computed after giving effect to any tax benefits actually realized by the Shareholders and any insurance proceeds actually received by the Company Holders, after taking into account the tax consequences of the receipt of any indemnity payment hereunder; and (v); provided, however, that ) Parent and Sellers shall have no obligation liability for indemnification hereunder with respect to indemnify Purchaser any claim arising from a change in Law or its Subsidiaries under any provision of this Agreement from and against any Taxes to the extent such Taxes (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates GAAP after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)Effective Date having a retroactive effect.

Indemnification by Parent. From and after the Closing Date, (a) Parent and Sellers shall Newco, if any, will jointly and severally indemnify Purchaser and its Subsidiaries (including in full the Purchased Selling Companies and their Subsidiaries) againstrespective shareholders, directors, officers, employees, agents, successors and assigns and hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) them harmless against any Damages arising from, relating to or constituting (i) any Taxes breach or inaccuracy in any of Sellers the representations and warranties contained in Article V of this Agreement or their Subsidiaries (other than in any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser certificate delivered by or on behalf of Parent or Newco pursuant to Section 9.4); this Agreement, (ii) any Taxes breach of any of the Purchased agreements of Parent contained in this Agreement, (iii) any Assumed Liabilities or (iv) except as otherwise provided in Section 9.1, conduct of the business and ownership and operation of Parent, Newco or the Business and the Real Property after the Closing Date ( the “STS’ Damages”). (b) Parent and Newco will indemnify Selling Companies and their Subsidiaries respective shareholders, directors, officers, employees, agents, successors and assigns for STS’ Damages pursuant to Section 9.2(a)(i) only if the STS’ Damages attributable thereto exceeds the Deductible Amount, in which case Parent will be liable for the STS’ for any amounts in excess of the Deductible Amount; provided, that any STS’ Damages that arise pursuant to Sections 5.1, 5.2, Section 9.2(a)(iii) or Section 11.5 shall not be subject to the Deductible Amount. (c) With the exception of STS’ Damages resulting from fraudulent or willful misconduct by Parent, or with respect to any Pre-Assumed Liabilities, liability for STS’ Damages will not exceed the aggregate amount of the Indemnification Amount. (d) If STS has a claim for indemnification under Section 9.2(a)(i), STS will deliver to Parent one or more written notices of STS’ Damages prior to the 18 months following the Closing Tax Period other than Taxes described in Section 9.1(bDate. If STS has a claim for indemnification for a claim under clauses (ii); , (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable of Section 9.2(a), STS will deliver to any election made pursuant to Parent one or more written notices of such claims. Parent will have no liability under Section 9.12; (v9.2(a)(i) Taxes arising from any breach of any representation or warranty in Section 5.8 unless the written notice required by the first sentence of this Agreement; (viSection 9.2(d) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) is given by the date specified. Any written notice will state in reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes detail the basis for such STS Damages to the extent then known by STS and the nature of STS Damages for which indemnification is sought, and it may state the amount of STS Damages claimed. If such Taxes written notice (xor an amended notice) are accrued as a Liability states the amount of STS Damages claimed and Parent notifies STS that Parent does not dispute the claim described in such notice or fails to notify STS within twenty (20) business days after delivery of such notice by STS whether Parent disputes the claim described in such notice, STS Damages in the Closing Working Capital as finally determined pursuant amount specified in STS’ notice will be admitted by Parent, and Parent will pay the amount of such STS Damages to Section 2.6, or (y) arise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim STS in accordance with Section 9.29.2(e). If Parent has timely disputed its liability with respect to such claim, Parent and STS will proceed in good faith to negotiate a resolution of such dispute. If a claim for indemnification has not been resolved within sixty (60) days after delivery of Parent’s notice, STS may pursue arbitration in accordance with Section 10.01 hereof. If a written notice does not state the amount of STS Damages claimed, such omission will not preclude STS from recovering from Parent the amount of STS Damages with respect to the claim described in such notice if any such amount is promptly provided once determined. In order to assert its right to indemnification under this Article IX, STS will not be required to provide any notice except as provided in this Section 9.2(d). (e) Parent shall pay the amount of any STS’ Damages to STS within ten (10) days following the determination of Parent’s liability for such amount of STS’ Damages (whether such determination is made pursuant to the procedures set forth in this Section 9.2, by agreement between STS’ and Parent or by arbitration award).

Indemnification by Parent. From Notwithstanding any other provision of this Agreement, Parent shall indemnify Holdings from and after against and in respect of any and all Losses incurred by Holdings, which may be imposed on, sustained, incurred or suffered by or assessed against Holdings, directly or indirectly, to the extent relating to or arising out of: (i) any liability for income Taxes imposed on any of the Bison Subsidiaries (other than the Brazilian Entities) as members of the "affiliated group" (within the meaning of Section 1504(a) of the Code) of which Parent (or any predecessor or successor) is the common parent that arises under Treasury Regulation Section 1.1502-6(a) or comparable provisions of foreign, state or local Law; (ii) any liability for Taxes (including Taxes resulting from the Restructuring), imposed on any of the Bison Subsidiaries (other than the Brazilian Entities) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date; (iii) any liability for Taxes (including Taxes resulting from the Restructuring), imposed on Permali or Xxxxxxx for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, Parent and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, and hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) harmless from, (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes but only to the extent such Taxes exceed the accrual or reserve for Taxes (xexcluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) are accrued recorded in the December 30, 2000 Statement of Net Assets to be Sold, as adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes pursuant to any clause of this Section 5.8(i) has previously been reduced or eliminated as a Liability in result of the application of such accrual or reserve for Taxes and (B) Holdings' indemnification for a liability for Taxes pursuant to any clause of Section 5.8(j) has previously been paid as a result of the application of such accrual or reserve for Taxes; and (iv) the Ownership Percentage of any liability for Taxes (including Taxes resulting from the Restructuring), imposed on Plascar or TATB for any taxable year or period that ends on or before the Closing Working Capital as finally determined pursuant Date and, with respect to Section 2.6, or (y) arise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Straddle Period, by or at the direction portion of Purchaser or any of its Affiliates after such Straddle Period deemed to end on and include the Closing Date, other than but only to the extent such liability exceeds the Ownership Percentage of the accrual or reserve for Taxes (excluding any action contemplated by reserve for deferred Taxes established to reflect timing differences between book and Tax income) recorded in the December 30, 2000 Statement of Net Assets to be Sold, as adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes pursuant to any clause of this Agreement Section 5.8(i) has previously been reduced or an Ancillary Agreement eliminated as a result of the application of such accrual or reserve for Taxes and (which action B) Holdings' indemnification for a liability for Taxes pursuant to any clause of Section 5.8(j) has previously been paid as a result of the application of such accrual or reserve for Taxes. (v) indemnification pursuant to this Section 5.8(i) shall include be the settlement sole and exclusive remedy of Holdings and C&A Products against Parent with respect to any and all Losses arising under or resolution of related to any Tax Claim in accordance with Section 9.2)liability for Taxes.

Indemnification by Parent. From Subject to the limitation set forth in Section 10.04 below, from and after the Closing DateClosing, Buyer and its Affiliates, and its and their respective officers, directors, employees, agents, successors and assigns (the “Buyer Indemnified Parties”) shall be indemnified and held harmless by Parent and Sellers shall Sellers, jointly and severally indemnify Purchaser severally, for and its Subsidiaries against all damages, costs and expenses, interest, awards, judgments, Taxes and penalties (including reasonable attorneys’ fees and expenses) actually suffered or incurred by them (hereinafter, “Losses”) if and to the Purchased Companies and their Subsidiaries) againstextent arising out of, and hold Purchaser and its Subsidiaries by reason of or relating to: (including the Purchased Companies and their Subsidiaries) harmless from, (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iiia) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach failure of any representation or warranty in Section 5.8 of this Agreement; Parent or Sellers set forth herein to be true and correct when made (vi) any Transaction Taxes allocated provided that with respect to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expensesDelayed/Later Closing Representations made as of the Delayed Closing Date or Later Closing Date, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes only to the extent such Taxes (x) are accrued as a Liability in failure to be true and correct was the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result of a Willful Breach by Parent or its Subsidiaries); (b) any action taken outside failure by Parent to perform, fulfill or comply with any covenant set forth herein; (c) the Excluded Assets or the Excluded Liabilities; (d) any liability for Taxes of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating Transferred Subsidiaries with respect to a Pre-Closing Tax Period, by including all liability for Taxes of any member of an affiliated, consolidated, combined, unitary or at the direction similar group of Purchaser which a Transferred Subsidiary is or any of its Affiliates after was a member on or prior to the Closing Date, including pursuant to Treas. Reg. § 1.1502-6 or any analogous or similar state, local or foreign law, and any Taxes attributable to the Restructuring or the transactions contemplated by Section 5.06(a), except to the extent taken into account in Net Working Capital or Indebtedness (“Indemnified Taxes”); (e) events occurring on or after the Closing Date arising out of or related to the ownership or operation of the business of Parent and its Affiliates (other than the Purchased Assets or the Assumed Liabilities, which shall not include (i) the Specified OUS Assets or Specified OUS Liabilities until the “Closing” or any action contemplated by “Later Closing” (each as defined in the India Purchase Agreement), as applicable, at which such Specified OUS Assets or Specified OUS Liabilities are transferred and conveyed, (ii) the Initial Purchased Assets or Initial Assumed Liabilities transferring at the Delayed Closing until the Delayed Closing Date, or (iii) the Later Purchased Assets or Later Assumed Liabilities until the applicable Later Closing Date); provided, however, that this Agreement Section 10.02(e) shall not apply to, and no indemnification shall be provided pursuant to this ARTICLE X for, Losses arising out of or an Ancillary Agreement related to any commercial relationship between Parent and its Affiliates, on the one hand, and Buyer and its Affiliates, on the other, or Losses arising out of or related to the Transition Services Agreements, Supply Agreements or the Distribution Agreements; and (which action shall include f) the settlement or resolution matters set forth in Section 10.02(f) of any Tax Claim in accordance with Section 9.2)the Seller Disclosure Schedule.

Indemnification by Parent. From Parent shall, or shall cause the relevant Seller to, indemnify, defend and after hold harmless Buyer and each of Buyer’s successors, assigns and Affiliates from and against any Losses attributable to (i) notwithstanding anything to the contrary in Section 5.6(l) or Section 5.6(l) of the Disclosure Schedule, any Taxes of the Companies or the Subsidiaries (including any Taxes of the Companies and the Subsidiaries attributable to a transaction undertaken pursuant to the Step Plan) with respect to any taxable period ending on or prior to the Closing Date or that are allocable (under Section 5.6(c)) to the portion of a Straddle Period that ends on the Closing Date, Parent and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, and hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) harmless from, (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); liability (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing whether arising under Treasury Regulation section Section 1.1502-6 (or under any similar comparable provision of state, local or foreign Tax Law, or arising by Contract (excluding Contracts executed in the ordinary course of business that customarily include Tax provisions, but do not primarily relate to Taxes (e.g., leases and credit agreements)), or as a transferee or successor, by Contract or otherwise) of the Companies or the Subsidiaries for Taxes of any Person other than a Company or a Subsidiary, with respect to taxable periods ending on or prior to the Closing Date or with respect to the portion of a Straddle Period that ends on the Closing Date, (iii) any failure by Parent or its Affiliates to comply with any of its obligations pursuant to this Section 5.6; (iv) any income sales, use, transfer, intangible, recordation, documentary, stamp or similar Taxes attributable to or charges, of any election made nature whatsoever, applicable to, or resulting from, the purchase and sale of the Purchased Shares and Specified Individual Shares contemplated by this Agreement, for which Parent is responsible pursuant to Section 9.1211.10; (v) any refund reflected in Final Accrued Tax Liabilities on the Final Closing Statement (or, if the Final Closing Statement has not yet been finalized at the time that a claim is made under this clause (v), are reflected in Estimated Accrued Tax Liabilities on the Estimated Closing Statement) that is not received (either in cash or through the allowance of a credit that is available (whether or not actually availed of) to reduce Taxes arising from otherwise payable) by Buyer or any breach of any representation or warranty in Section 5.8 of this Agreementits Affiliates within the one-year period following the Closing Date; (vi) notwithstanding anything to the contrary in Section 5.6(l) or Section 5.6(l) of the Disclosure Schedule, any Transaction Taxes allocated of the Companies or the Subsidiaries attributable to Sellers the inclusion of any item of income or gain in, or the exclusion of any item of deduction from, taxable income for any taxable period beginning after the Closing Date or that are allocable (under Section 5.6(c)) to the portion of a Straddle Period that begins on the day after the Closing Date, in each case as a result of any transaction, procedure, agreement or other action undertaken pursuant to Section 9.45.6(l) of the Disclosure Schedule, if, in the absence of such transaction, procedure, agreement or other action, such item of income or gain would otherwise have been included in, or such item of deduction would otherwise have been excluded from, any taxable period ending on or prior to the Closing Date or allocable (under Section 5.6(c)) to the portion of a Straddle Period that ends on the Closing Date; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, any Taxes of the Companies or the Subsidiaries attributable to any item prepaid amounts received on or prior to the Closing Date to the extent such amounts (x) have not been included in taxable income on or prior to the Closing Date and (iy) through (v)are not reflected as a liability in Final Net Working Capital on the Final Closing Statement; provided, however, that Parent any such obligation to indemnify, defend and Sellers hold harmless shall have no not apply with respect to any Taxes that (A) except as provided under clause (v) above, are reflected in Final Accrued Tax Liabilities on the Final Closing Statement (or, if the Final Closing Statement has not yet been finalized, are reflected in Estimated Accrued Tax Liabilities on the estimated Closing Statement), or (B) are Taxes for which Buyer has an obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes to the extent such Taxes (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6, or (y5.6(i). Any payment made pursuant to this Section 5.6(h) arise shall be adjusted as a direct result of any action taken outside of necessary if the Ordinary Course (without regard to past practice), including Final Accrued Tax Liabilities are different from the amendment of any Estimated Accrued Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)Liabilities.

Indemnification by Parent. From and after the Closing Date, Parent and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) Buyer against, and hold Purchaser it harmless (on an after-tax basis) from: (i) all liability for Taxes with respect to Company and its Subsidiaries (including assessed after the Purchased Companies and their Subsidiaries) harmless fromClosing Date for all Pre-Closing Taxable Years ending on or before December 31, (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) 1996 and any Transaction Pre-1997 Straddle Period, except (A) to the extent of an amount equal to the Taxes allocated accrued in the GAAP Financial Statements as of December 31, 1996 of the Company and its Subsidiaries, as reduced by an amount equal to Purchaser any federal Income Taxes accrued in such financial statements up to the amount of any Federal Tax Settlement Payments that the Company ultimately is required to make in respect of the 1996 Taxable Year pursuant to Section 9.43(c)(ii)(A); , and (iiB) to the extent that any Taxes such Tax is attributable to an adjustment that results in an increase in the taxable income of the Purchased Companies and their Company or its Subsidiaries with respect to for any Pre-Closing Tax Taxable Years ending on or before December 31, 1996 or any Pre-1997 Straddle Period other than Taxes described and a related decrease in Section 9.1(b)the taxable income of Company or its Subsidiaries in a Post-Closing Taxable Year beginning on or after January 1, 1997 or any Post-1996 Straddle Period; and (iiiii) the all liability for Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any member of the Purchased Companies Xerox Affiliated Group pursuant to any provision of joint and their Subsidiaries had any Liability before the Closing under Treasury Regulation section several liability including, without limitation, Reg ss. 1.1502-6 (or and any similar provision corresponding provisions of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; law. (iviii) any income liability for federal Income Taxes attributable with respect to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; Company and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes assessed after the Closing Date for the Stub Period, but only to the extent such Taxes (x) are accrued as a Liability liability is attributable to an adjustment of an item of income or deduction included in the Pro Forma Adjustments which adjustment does not result in a decrease in the taxable income of Company or its Subsidiaries in a Post-Closing Working Capital as finally determined Taxable Year. Notwithstanding anything in the foregoing that might otherwise be read to the contrary, it is hereby understood and agreed that Parent shall have no liability to indemnify Buyer against, or hold it harmless from: any Federal Tax Settlement Payment the Company is required to make to Parent pursuant to Section 2.63(c)(ii)(A), or any Tax the Company is required to pay (yor cause to be paid) arise pursuant to Section 3(a)(ii) hereof to the extent that such Tax does not exceed an amount equal to the Taxes accrued in the GAAP Financial Statements as a direct result of December 31, 1996 of the Company and its Subsidiaries, as reduced by an amount equal to any federal Income Taxes accrued in such financial statements up to the amount of any action taken outside Federal Tax Settlement Payments that the Company ultimately is required to make in respect of the Ordinary Course (without regard 1996 Taxable Year pursuant to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.23(c)(ii)(A).

Indemnification by Parent. From and after the Closing DateSubject to Section 8.5, Parent and Sellers shall jointly Surviving Corporation agree to indemnify, defend and severally indemnify Purchaser hold harmless each of the Stockholders, its directors, officers, employees, agents, advisors and Affiliates and, prior to but not after Closing, the Company, its Subsidiaries directors, officers, employees, agents, advisors and Affiliates (including collectively, the Purchased Companies "Stockholders Indemnitees") from and their Subsidiaries) against any and all Damages asserted against, and hold Purchaser and its Subsidiaries relating to, imposed upon, suffered or incurred by the Stockholder Indemnitees in connection with enforcing their indemnification rights pursuant to this Section 8.3 by reason of or resulting from (including the Purchased Companies and their Subsidiariesa) harmless fromany untrue representation of, or breach of warranty by, Parent or Merger Subsidiary in any part of this Agreement, (ib) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes nonfulfillment of any Person (other than a Sellercovenant, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which agreement or undertaking of Parent or Merger Subsidiary in any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 part of this Agreement; (vic) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes to the extent such Taxes (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result of any action taken outside liability of the Ordinary Course (without regard to past practice)Surviving Corporation arising out of the operation of the Surviving Corporation, including any Subsidiary of the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser Surviving Corporation or any of its Affiliates their respective businesses after the Closing Date; (d) any Liabilities for Taxes of the Surviving Corporation, any Subsidiary of the Surviving Corporation or any respective predecessor in interest with respect to any tax period or part thereof beginning after the Closing Date; (e) any Product Liability Claim or other third party claim relating to the Surviving Corporation or any Subsidiary of the Surviving Corporation, arising from acts, events, conditions or circumstances occurring after the Closing Date; (f) the amount by which any payment made to Dissenting Stockholders pursuant to DGCL is less than the Merger Consideration per share of the Company Common Stock or Company Preferred Stock held by Dissenting Stockholders, and (g) any action contemplated by this Agreement or an Ancillary Agreement positive Purchase Price Adjustment that has not been paid pursuant to Section 1.8(b) and 1.10(d) (which action each of the above shall include be referred to herein as the settlement or resolution of any Tax Claim in accordance with Section 9.2"Parent's Indemnification Liability").

Indemnification by Parent. (a) From and after the Closing DateClosing, Parent shall defend and Sellers shall jointly indemnify NewCo and severally indemnify Purchaser its Subsidiaries, and each of their respective officers, directors, employees, partners, managers, successors, assigns, and agents (for the avoidance of doubt, other than Parent and its Subsidiaries and each of their respective officers, directors, employees, stockholders, partners, members, managers, successors, assigns, agents and other Representatives) (the “Investor Indemnitees”) against and hold them harmless from any claim, loss, liability, Tax, interest, charge, damage, cost or expense (including reasonable fees and expenses of counsel and other costs of defense, investigation and collection), diminution in value, settlement payments, awards, judgments, fines, penalties, assessments, deficiencies, or obligations and any value added or similar Tax in respect of any aforementioned fees (collectively, “Losses”) incurred by any such Investor Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 8.02(a)) to the Purchased Companies and their Subsidiaries) against, and hold Purchaser and its Subsidiaries (including extent resulting or arising from or related to any of the Purchased Companies and their Subsidiaries) harmless from, following: (i) any Taxes breach of Sellers any representation or their Subsidiaries (other than warranty of Parent contained in this Agreement, any Taxes described North America Transfer Document, any documents entered into in Section 9.1(b) and connection with the Restructuring Transactions or any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); certificate delivered by Parent or NewCo hereunder; (ii) any breach of any covenant of Parent or NewCo contained in this Agreement or any North America Transfer Document or any documents entered into in connection with the Restructuring Transactions (in the case of NewCo, to the extent such covenant is to be performed prior to the Closing); (iii) subject to Section 4.08(g), any Liability for Taxes arising from the consummation of the North America Transfers or the Restructuring Transactions that would not have been incurred but for the consummation of such North America Transfers or Restructuring Transactions; (iv) all Excluded Liabilities; and (v) all Taxes of the Purchased Companies and their Subsidiaries with respect each Transferred Subsidiary allocable to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes to the extent such Taxes (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with the principles set forth in Section 9.24.08(e).

Indemnification by Parent. From Notwithstanding any other provision of this Agreement, Parent shall indemnify Holdings from and after against and in respect of any and all Losses incurred by Holdings (or with respect to subsection (ii) below, by Holdings or THI and its Subsidiaries, without duplication), which may be imposed on, sustained, incurred or suffered by or assessed against Holdings (or with respect to subsection (ii) below, by Holdings or THI and its Subsidiaries, without duplication), directly or indirectly, to the extent relating to or arising out of: (i) any liability for income Taxes imposed on any of the Bison Subsidiaries (other than the Brazilian Entities) as members of the "affiliated group" (within the meaning of Section 1504(a) of the Code) of which Parent (or any predecessor or successor) is the common parent that arises under Treasury Regulation Section 1.1502-6(a) or comparable provisions of foreign, state or local Law; (ii) any liability for Taxes (including Taxes resulting from the Restructuring), imposed on any of the Bison Subsidiaries (other than the Brazilian Entities) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date; (iii) any liability for Taxes (including Taxes resulting from the Restructuring), imposed on Permali or Xxxxxxx for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, Parent and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, and hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) harmless from, (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes but only to the extent such Taxes exceed the accrual or reserve for Taxes (xexcluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) are accrued recorded in the December 30, 2000 Statement of Net Assets to be Sold, as adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes pursuant to any clause of this Section 5.8(i) has previously been reduced or eliminated as a Liability result of the application of such accrual or reserve for Taxes and (B) Holdings' indemnification for a liability for Taxes pursuant to any clause of Section 5.8(j) has previously been paid as a result of the application of such accrual or reserve for Taxes; (iv) the Ownership Percentage of any liability for Taxes (including Taxes resulting from the Restructuring), imposed on Plascar or TATB for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, but only to the extent such liability exceeds the Ownership Percentage of the accrual or reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) recorded in the Closing Working Capital December 30, 2000 Statement of Net Assets to be Sold, as finally determined adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes pursuant to any clause of this Section 2.65.8(i) has previously been reduced or eliminated as a result of the application of such accrual or reserve for Taxes and (B) Holdings' indemnification for a liability for Taxes pursuant to any clause of Section 5.8(j) has previously been paid as a result of the application of such accrual or reserve for Taxes; (v) any liability, or (y) arise increase in a liability, for Taxes imposed as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, failure by or at the direction of Purchaser Parent or any of its Affiliates after to perform or comply with its obligations under Section 5.8(m); and (vi) indemnification pursuant to this Section 5.8(i) shall be the Closing Date, other than sole and exclusive remedy of Holdings and C&A Products against Parent with respect to any action contemplated by this Agreement and all Losses arising under or an Ancillary Agreement (which action shall include the settlement or resolution of related to any Tax Claim in accordance with Section 9.2)liability for Taxes.

Indemnification by Parent. From Parent covenants and agrees that it shall reimburse and indemnify and hold Shareholders (the “Shareholder Indemnified Parties”) harmless from, against and in respect of any and all Claims incurred by any of Shareholder Indemnified Parties that result from: (a) any inaccuracy in or breach of any representations or warranties made by Parent in this Agreement, the Schedules or any other written statement, list, certificate or other instrument furnished to Shareholders by or on behalf of Parent pursuant to this Agreement (ignoring for this purpose any materiality qualifiers set forth therein); (b) any nonfulfillment of any covenant or agreement of Parent under this Agreement; (c) any fees, expenses or other payments incurred or owed by Parent to any brokers or comparable third parties retained or employed by it or its affiliates in connection with the transactions contemplated by this Agreement, other than EGL Holdings whose fees shall be paid by the Shareholders; (d) any claims made by a third party alleging facts which, if true, would entitle Shareholders to indemnification pursuant to (a) through (c) above; (e) any failure of Parent to comply with its obligations under this Section 8.3; (f) any fees or expenses (including without limitation, reasonable attorneys’ fees) incurred by any Shareholder Indemnified Party in enforcing their rights hereunder, and including interest on any judgments obtained by any Shareholder Indemnified Party for reimbursement of Claims from the date of occurrence until the date of reimbursement by Parent; or (g) any claim, liability or obligation incurred or owed by Parent relating to the operation of the Surviving Corporation by Parent after the Closing Date, . The amounts for which Parent and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, and hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) harmless from, (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in be liable under this Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes 8.3 shall be net of any Person (other than a Seller, its Subsidiaries, insurance proceeds paid to Shareholder Indemnified Parties in connection with the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes facts giving rise to the extent such Taxes (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result right of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)indemnification.

Indemnification by Parent. From (a) Parent shall indemnify against and after the Closing Datehold Buyer, Parent and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies Affiliates and their Subsidiaries) againstrespective employees, officers and hold Purchaser and its Subsidiaries directors (including collectively, the Purchased Companies and their Subsidiaries“Buyer Indemnified Parties”) harmless from, and agrees to promptly defend any Buyer Indemnified Party from and reimburse any Buyer Indemnified Party for, any and all Losses that such Buyer Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach failure of any representation or warranty of Parent or either Seller other than a Seller FCC Warranty Breach (as defined below) (whether made in or pursuant to this Agreement or in any instrument or certificate delivered by Parent or Sellers at the Closing in accordance herewith) to be true when made and at and as of the Closing Date as if made at and as of such date (except that representations and warranties that by their terms speak as of the date of this Agreement or some other date need be true only as of such specified date), in each case determined without regard to any Material Adverse Effect qualification contained in any representation or warranty (other than Section 3.11(b)(i)) (each such misrepresentation and breach of warranty, or such failure of any representation or warranty to be true, a “Seller General Warranty Breach”); (ii) any failure of any representation or warranty of either Seller contained in Section 5.8 3.14 to be true when made and at and as of the Closing Date as if made at and as of such date (each such misrepresentation and breach of warranty, or such failure of any representation or warranty to be true, a “Seller FCC Warranty Breach”); (iii) any failure by Parent or either Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and/or other instruments delivered by Parent or either Seller pursuant to this Agreement; (iv) the Excluded Assets; (v) the Excluded Liabilities; and (vi) to the extent arising from the operation of the Station before the Effective Time other than as a result of or in connection with any Transaction Taxes allocated Assumed Liability. (b) Notwithstanding any other provision to Sellers the contrary, Parent shall not be required to indemnify and hold harmless any Buyer Indemnified Party pursuant to Section 9.4; 12.03(a)(i): (A) unless such Buyer Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.01 and (viiB) reasonable out-of-pocket costs until the aggregate amount of the Buyer Indemnified Parties’ Losses resulting from Seller General Warranty Breaches and expensesSeller FCC Warranty Breaches exceeds $4,400,000, including legal fees, attributable and then only to any item the extent of such Losses in (i) through (v)excess of such amount; provided, however, that the cumulative indemnification obligation of Parent and Sellers under this Section 12.03(b) shall have in no obligation event exceed 50% of the Purchase Price. (c) Notwithstanding any other provision to the contrary, Parent shall not be required to indemnify Purchaser or its Subsidiaries under and hold harmless any provision Buyer Indemnified Party pursuant to Section 12.03(a)(ii): (A) unless such Buyer Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.01 and (B) until the aggregate amount of this Agreement the Buyer Indemnified Parties’ Losses resulting from Seller FCC Warranty Breaches and against any Taxes Seller General Warranty Breaches exceeds $4,400,000, and then only to the extent of such Taxes (xLosses in excess of such amount; provided, however, that the cumulative indemnification obligation of Parent under this Section 12.03(c) are accrued as a Liability shall in no event exceed the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)Purchase Price.

Indemnification by Parent. From (a) Parent shall indemnify and after hold Swan, the Closing DateSwan Shareholders and Swan's directors, Parent officers and Sellers shall jointly employees (collectively, the "Swan Indemnified Parties") harmless from and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, and hold Purchaser agree promptly to defend each of the Swan Indemnified Parties from and its Subsidiaries reimburse each of the Swan Indemnified Parties for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including including, without limitation, reasonable attorney fees and other legal costs and expenses) (collectively a "Swan Loss") that any of the Purchased Companies and their Subsidiaries) harmless fromSwan Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any Taxes breach or inaccuracy of Sellers any of the representations and warranties made by Parent or their Subsidiaries (other than any Taxes described Sub in Section 9.1(b) and any Transaction Taxes allocated to Purchaser or pursuant to Section 9.4); this Agreement, or in any instrument, certificate or affidavit delivered by Parent at the Closing in accordance with the provisions hereof; (ii) any Taxes failure by Parent or Sub to carry out, perform, satisfy and discharge any of its respective covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the Purchased Companies documents and their Subsidiaries materials delivered by Parent pursuant to this Agreement; and (iii) any suit, action or other proceeding arising out of, or in any way related to, any of the matters referred to in this Section 8.1. (b) Notwithstanding any other provision to the contrary Parent shall not have any liability under Section 8.1(a) above (i) unless the aggregate of all Swan Losses for which Parent would be liable but for this sentence exceeds, on a cumulative basis, an amount equal to $100,000, and then only to the extent of such excess, (ii) for amounts in excess of $1,000,000 in the aggregate, and (iii) unless the Swan Shareholders have asserted a claim with respect to the matters set forth in Section 8.1(a)(i), or 8.1(a)(iii) to the extent applicable to Section 8.1(a)(i), within two years of the Effective Time. Notwithstanding any Pre-Closing Tax Period other than Taxes implication to the contrary contained herein, the parties acknowledge and agree that a decrease in the value of Parent Stock would not, by itself, constitute a Swan Loss, unless and to the extent a decrease in the value of Parent Stock has been demonstrated to be as a result of any event described in Section 9.1(bSections 8.1(a)(i); , (ii) or (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes to the extent such Taxes (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)above.

Indemnification by Parent. From (a) Subject to the provisions of this Article X, effective as of and after the Closing DateClosing, Parent shall indemnify, defend and Sellers shall jointly and severally indemnify hold harmless Purchaser and its Subsidiaries Affiliates (including the Purchased Companies Company following the Closing) (collectively, the “Purchaser Indemnified Parties”) from and their Subsidiaries) against, and hold shall reimburse the Purchaser Indemnified Parties for, any and its Subsidiaries (including all Losses incurred or suffered by any of the Purchased Companies and their Subsidiaries) harmless Purchaser Indemnified Parties, to the extent arising out of or resulting from, without duplication, (i) any Taxes breach or non-performance of Sellers any covenant or their Subsidiaries (other than any Taxes described agreement of Seller or Parent contained in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4)this Agreement; (ii) any Taxes Liabilities (A) of the Purchased Companies and their Subsidiaries with respect to any Company for Taxes imposed on the Pre-Closing Tax Period other than Actions (including any Taxes described imposed on any KakaoBank True-Up Payments under Section 5.21, but, for the avoidance of doubt, excluding any Taxes taken into account in calculating any Purchaser True-Up Payment pursuant to Section 5.21) and (B) arising out of the indemnification contemplated in Section 9.1(b7.6(c); , (iii) any Liabilities of the Taxes Retained Businesses (including, for the avoidance of doubt, any Person (other than a Seller, Liabilities relating to any interest in KakaoBank Corp. or its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of which, under applicable Law, the Purchased Companies Company could be held liable and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to Actions against the Company for any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes Liability with respect to the extent such Taxes (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6, ownership or (y) arise as a direct result of any action taken outside operation of the Ordinary Course Retained Business following the Closing. (without regard b) Notwithstanding anything to past practice)the contrary herein, including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or neither Parent nor any of its Affiliates after shall be required to indemnify, defend or hold harmless any Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, any Losses to the extent reflected, reserved for or taken into account in in the determination of Working Capital (as current liabilities) or Indebtedness on the Final Closing DateStatement. (c) Notwithstanding anything to the contrary herein, (i) the cumulative indemnification obligations of Parent under Section 10.2(a)(i) and Section 10.2(a)(ii) shall in no event exceed the amount of the Base Purchase Price (the “Overall Cap”) and (ii) any payments made by Parent to any Purchaser Indemnified Parties pursuant to the indemnification obligations of Parent under Section 7.6(c), Section 10.2(a)(i) or Section 10.2(a)(ii) shall, if made to any Purchaser Indemnified Party (other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution Company), be calculated taking into account the Purchaser Ownership Percentage of any Tax Claim in accordance with Section 9.2)the Company.

Indemnification by Parent. From Parent shall, or shall cause the relevant Seller to, indemnify, defend and after hold harmless Buyer and each of Buyer’s successors, assigns and Affiliates from and against any Losses attributable to (i) notwithstanding anything to the contrary in Section 5.6(l) or Section 5.6(l) of the Disclosure Schedule, any Taxes of the Companies or the Subsidiaries (including any Taxes of the Companies and the Subsidiaries attributable to a transaction undertaken pursuant to the Step Plan) with respect to any taxable period ending on or prior to the Closing Date or that are allocable (under Section 5.6(c)) to the portion of a Straddle Period that ends on the Closing Date, Parent and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, and hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) harmless from, (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); liability (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing whether arising under Treasury Regulation section Section 1.1502-6 (or under any similar comparable provision of state, local or foreign Tax Law, or arising by Contract (excluding Contracts executed in the ordinary course of business that customarily include Tax provisions, but do not primarily relate to Taxes (e.g., leases and credit agreements)), or as a transferee or successor, by Contract or otherwise) of the Companies or the Subsidiaries for Taxes of any Person other than a Company or a Subsidiary, with respect to taxable periods ending on or prior to the Closing Date or with respect to the portion of a Straddle Period that ends on the Closing Date, (iii) any failure by Parent or its Affiliates to comply with any of its obligations pursuant to this Section 5.6; (iv) any income sales, use, transfer, intangible, recordation, documentary, stamp or similar Taxes attributable to or charges, of any election made nature whatsoever, applicable to, or resulting from, the purchase and sale of the Purchased Shares and Specified Individual Shares contemplated by this Agreement, for which Parent is responsible pursuant to Section 9.1211.10; (v) any refund reflected in Final Accrued Tax Liabilities on the Final #88810454v1 Closing Statement (or, if the Final Closing Statement has not yet been finalized at the time that a claim is made under this clause (v), are reflected in Estimated Accrued Tax Liabilities on the Estimated Closing Statement) that is not received (either in cash or through the allowance of a credit that is available (whether or not actually availed of) to reduce Taxes arising from otherwise payable) by Buyer or any breach of any representation or warranty in Section 5.8 of this Agreementits Affiliates within the one-year period following the Closing Date; (vi) notwithstanding anything to the contrary in Section 5.6(l) or Section 5.6(l) of the Disclosure Schedule, any Transaction Taxes allocated of the Companies or the Subsidiaries attributable to Sellers the inclusion of any item of income or gain in, or the exclusion of any item of deduction from, taxable income for any taxable period beginning after the Closing Date or that are allocable (under Section 5.6(c)) to the portion of a Straddle Period that begins on the day after the Closing Date, in each case as a result of any transaction, procedure, agreement or other action undertaken pursuant to Section 9.45.6(l) of the Disclosure Schedule, if, in the absence of such transaction, procedure, agreement or other action, such item of income or gain would otherwise have been included in, or such item of deduction would otherwise have been excluded from, any taxable period ending on or prior to the Closing Date or allocable (under Section 5.6(c)) to the portion of a Straddle Period that ends on the Closing Date; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, any Taxes of the Companies or the Subsidiaries attributable to any item prepaid amounts received on or prior to the Closing Date to the extent such amounts (x) have not been included in taxable income on or prior to the Closing Date and (iy) through (v)are not reflected as a liability in Final Net Working Capital on the Final Closing Statement; provided, however, that Parent any such obligation to indemnify, defend and Sellers hold harmless shall have no not apply with respect to any Taxes that (A) except as provided under clause (v) above, are reflected in Final Accrued Tax Liabilities on the Final Closing Statement (or, if the Final Closing Statement has not yet been finalized, are reflected in Estimated Accrued Tax Liabilities on the estimated Closing Statement), or (B) are Taxes for which Buyer has an obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes to the extent such Taxes (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6, or (y5.6(i). Any payment made pursuant to this Section 5.6(h) arise shall be adjusted as a direct result of any action taken outside of necessary if the Ordinary Course (without regard to past practice), including Final Accrued Tax Liabilities are different from the amendment of any Estimated Accrued Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)Liabilities.

Indemnification by Parent. From (a) Parent shall indemnify and after hold the Closing DateBII Shareholders and BII's directors, Parent officers and Sellers shall jointly employees (collectively, the "BII Indemnified Parties") harmless from and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, and hold Purchaser agree promptly to defend each of the BII Indemnified Parties from and its Subsidiaries reimburse each of the BII Indemnified Parties for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including including, without limitation, reasonable attorney fees and other legal costs and expenses) (collectively a "BII Loss") that any of the Purchased Companies and their Subsidiaries) harmless fromBII Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any Taxes breach or inaccuracy of Sellers any of the representations and warranties made by Parent or their Subsidiaries (other than any Taxes described Sub in Section 9.1(b) and any Transaction Taxes allocated to Purchaser or pursuant to Section 9.4); this Agreement, or in any instrument, certificate or affidavit delivered by Parent at the Closing in accordance with the provisions hereof; (ii) any Taxes failure by Parent or Sub to carry out, perform, satisfy and discharge any of its respective covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the Purchased Companies documents and their Subsidiaries materials delivered by Parent pursuant to this Agreement; and (iii) any suit, action or other proceeding arising out of, or in any way related to, any of the matters referred to in this Section 8.1. (b) Notwithstanding any other provision to the contrary Parent shall not have any liability under Section 8.1(a) above (i) unless the aggregate of all BII Losses for which Parent would be liable but for this sentence exceeds, on a cumulative basis, an amount equal to $200,000, and then only to the extent of such excess, (ii) for amounts in excess of $14,000,000 in the aggregate, and (iii) unless the BII Shareholders have asserted a claim with respect to the matters set forth in Section 8.1(a)(i), or 8.1(a)(iii) to the extent applicable to Section 8.1(a)(i), within two years of the Effective Time, except with respect to the matters arising under Sections 5.19, 5.20, 5.21 or 5.24 hereof, in which event Parent must have asserted a claim within the applicable statute of limitations. Notwithstanding any Pre-Closing Tax Period other than Taxes implication to the contrary contained herein, the parties acknowledge and agree that a decrease in the value of Parent Stock would not, by itself, constitute a BII Loss, unless and to the extent a decrease in the value of Parent Stock has been demonstrated to be as a result of, or in connection with, any event described in Section 9.1(bSections 8.1(a)(i); , (ii) or (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes to the extent such Taxes (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)above.

Indemnification by Parent. From and after (a) Subject to the Closing Datelimitations set forth herein, the Parent and Sellers Merger Sub (together, the “Parent Indemnitor” and together with Stockholder Indemnitors, “Indemnitors”) shall jointly indemnify and severally indemnify Purchaser defend the Company and its Subsidiaries each Stockholder (including the Purchased Companies and their Subsidiaries“Stockholder Indemnitees”, together with the Parent Indemnitees, the “Indemnitees”) against, and shall hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) them harmless from, any and all losses, damages, claims (including third party claims), charges, Liabilities, actions, suits, proceedings, interest, penalties, Taxes, diminutions in value, costs and expenses (including legal, consultant, accounting and other professional fees, costs of sampling, testing, investigation, removal, treatment and remediation of contamination and fees and costs incurred in enforcing rights under this Agreement) (collectively, “Stockholder Losses”, together with Parent Losses, “Losses”) resulting from, arising out of, or incurred by any Stockholder Indemnitee in connection with, or otherwise with respect to: (i) any Taxes of Sellers inaccuracy or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty made by the Parent or Merger Sub in Section 5.8 this Agreement, any of the Ancillary Agreements or any certificate or other document furnished or to be furnished to Company or Stockholder in connection with the transactions contemplated by this Agreement; or (viii) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to breach by Parent or Merger Sub of any item covenant or agreement contained in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against or any Taxes of the Ancillary Agreements. (b) Notwithstanding anything to the extent such Taxes contrary contained in this Agreement: the indemnification provided in this Article IX shall be the sole and exclusive post-Closing remedy available to the Stockholder Indemnitees for any Stockholder Losses arising out of or in connection with (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6, any breach or (y) arise as a direct result alleged breach of any action taken outside covenant, representation or warranty contained in this Agreement, any of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser Ancillary Agreements or any of its Affiliates after certificate or other document furnished or to be furnished to Company or Stockholder in connection with the Closing Date, other than any action transactions contemplated by this Agreement and (y) any breach by Parent or an Ancillary Agreement (which action shall include the settlement or resolution Merger Sub of any Tax Claim covenant or agreement contained in accordance this Agreement or any of the Ancillary Agreements. (i) except with respect to claims based on fraud, no indemnification payment by any Parent Indemnitor with respect to any Stockholder Losses otherwise payable under Section 9.2)9.3(a)(i) shall be payable until such time as all such Stockholder Losses (but excluding any claims based on fraud made or paid under this Article IX) shall aggregate to more than $50,000, after which time the Parent Indemnitor shall, subject to clause (ii) above, be liable in full for all Stockholder Losses.

Indemnification by Parent. (a) From and after the Closing Date, Parent (“Parent Indemnifying Party”) shall indemnify and Sellers shall jointly and severally indemnify Purchaser hold harmless Buyer, its Subsidiaries and its Subsidiaries affiliates (collectively, “Buyer Indemnified Parties”) from and against any and all losses, liabilities, damages, costs (including the Purchased Companies court costs) and their Subsidiaries) against, and hold Purchaser and its Subsidiaries expenses (including reasonable attorneys’ fees) (“Losses”) that such Buyer Indemnified Party incurs to the Purchased Companies and their Subsidiaries) harmless from, extent such Losses arise from or relate to: (i) any Taxes breach of Sellers any of the representations or their Subsidiaries warranties made by Seller in this Agreement or in any certificate delivered pursuant Sections 7.1 or 7.2 hereof (it being acknowledged and agreed by the parties hereto that for purposes of the right to indemnification pursuant to this clause (i), the representations and warranties of Seller shall not be deemed qualified by any references therein to materiality, other than any Taxes described those materiality qualifiers (y) contained in Section 9.1(bSections 3.4, 3.6(a) and any Transaction Taxes allocated to Purchaser pursuant to the last sentence of Section 9.43.11(b) hereof and (z) immediately preceding the words “supplier” and “term”, in the case of Section 3.6(c)(iii) hereof, and the words “customer” and “term”, in the case of Section 3.6(c)(iv) hereof); ; (ii) any Taxes breach or nonfulfillment of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period covenants or other than Taxes described agreements made by Seller or Parent in Section 9.1(b)this Agreement; and (iii) the Taxes of any Person (fees, expenses or other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which payments incurred or owed by Seller or Parent or any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable respective affiliates to any election made pursuant to Section 9.12brokers, financial advisors or comparable other Persons retained or employed by any of them in connection with the transactions contemplated by this Agreement; provided, however, that any indemnity by Parent in respect of Taxes (v) Taxes arising from any including for breach of any a representation or warranty in Section 5.8 3.14 hereof) shall be governed exclusively by Section 10.2 hereof. (b) Notwithstanding Section 9.2(a) hereof, Parent shall not have any liability under this Agreement in respect of this Agreement; (vi) any Transaction Taxes allocated to Sellers claim for indemnification pursuant to Section 9.4; 9.2(a)(i) hereof (x) until the aggregate amount of all Losses otherwise subject to indemnification exceeds $2.875 million (the “Aggregate Threshold”), at which time only those Losses in excess of the Aggregate Threshold shall be recoverable or (y) for any individual items where the Loss relating thereto is less than $27,500 (the “Individual Threshold”) and such items shall not be aggregated for purposes of the immediately preceding clause (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (vx); provided, however, that in no event shall Parent’s aggregate liability for all indemnification claims pursuant to Section 9.2(a)(i) hereof exceed $87.5 million (the “Cap”); provided, further, that in no event shall the Individual Threshold, Aggregate Threshold or Cap apply to any claim for indemnification arising out of a breach of Sections 3.1(a), (b) or (c), Sections 3.2(a) or (b) or 3.3 hereof. Parent and Sellers shall not have no obligation any liability pursuant to indemnify Purchaser or its Subsidiaries under Section 9.2(a) hereof for any provision breach to the extent that the senior executives of Buyer had knowledge as of the date of this Agreement from and against of a breach of the representation contained in Article III hereof that gave rise to such Loss after reasonable inquiry of Buyer’s advisors advising Buyer in connection with the transactions contemplated hereby. In no event shall Parent be obligated to indemnify the Buyer Indemnified Parties or any Taxes other Person with respect to any matter to the extent extent, but only to the extent, that (i) such Taxes (x) are accrued as a Liability matter was accounted for in the Closing Working Capital as finally determined calculation of the final and binding adjustment to the Purchase Price, if any, pursuant to Section 2.6, 2.4 hereof or (yii) arise as a direct result of any action taken outside of the Ordinary Course (without regard general category to past practice), including which such matter relates was provisioned or reserved for in the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)December 31 Balance Sheet.

Indemnification by Parent. From and after the Closing DateSubject to Section 8.5, Parent and Sellers shall jointly Surviving Corporation agree to indemnify, defend and severally indemnify Purchaser hold harmless each of the Stockholders, its directors, officers, employees, agents, advisors and Affiliates and, prior to but not after Closing, the Company, its Subsidiaries directors, officers, employees, agents, advisors and Affiliates (including collectively, the Purchased Companies “Stockholders Indemnitees”) from and their Subsidiaries) against any and all Damages asserted against, and hold Purchaser and its Subsidiaries relating to, imposed upon, suffered or incurred by the Stockholder Indemnitees in connection with enforcing their indemnification rights pursuant to this Section 8.3 by reason of or resulting from (including the Purchased Companies and their Subsidiariesa) harmless fromany untrue representation of, or breach of warranty by, Parent or Merger Subsidiary in any part of this Agreement, (ib) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes nonfulfillment of any Person (other than a Sellercovenant, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which agreement or undertaking of Parent or Merger Subsidiary in any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 part of this Agreement; (vic) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes to the extent such Taxes (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result of any action taken outside liability of the Ordinary Course (without regard to past practice)Surviving Corporation arising out of the operation of the Surviving Corporation, including any Subsidiary of the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser Surviving Corporation or any of its Affiliates their respective businesses after the Closing Date; (d) any Liabilities for Taxes of the Surviving Corporation, any Subsidiary of the Surviving Corporation or any respective predecessor in interest with respect to any tax period or part thereof beginning after the Closing Date; (e) any Product Liability Claim or other third party claim relating to the Surviving Corporation or any Subsidiary of the Surviving Corporation, arising from acts, events, conditions or circumstances occurring after the Closing Date; (f) the amount by which any payment made to Dissenting Stockholders pursuant to DGCL is less than the Merger Consideration per share of the Company Common Stock or Company Preferred Stock held by Dissenting Stockholders, and (g) any action contemplated by this Agreement or an Ancillary Agreement positive Purchase Price Adjustment that has not been paid pursuant to Section 1.8(b) and 1.10(d) (which action each of the above shall include be referred to herein as the settlement or resolution of any Tax Claim in accordance with Section 9.2“Parent’s Indemnification Liability”).

Indemnification by Parent. From (a) Parent agrees to indemnify and hold harmless each Seller Group Member from and against any and all Losses and Expenses incurred by such Seller Group Member in connection with or arising from: (i) any breach of any warranty or representation of Buyer contained herein; (ii) any breach by Buyer of any of its covenants or agreements contained herein; (iii) any Liabilities relating to the employment of the Transferred Employees by Buyer following the Closing Date, including all compensation, benefits, severance, workers compensation and welfare benefit claims and employment-related liabilities; (iv) any Assumed Liabilities; (v) the operation of the Buyer’s business, including the use of the Purchased Assets in the operation thereof, after the Closing Date. provided, however, that: (A) Parent and Sellers shall jointly and severally not be required to indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, and hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) harmless from, under clause (i) any Taxes of Sellers or their Subsidiaries this Section 11.2(a) with respect to Losses and Expenses incurred by Seller Group Members unless the aggregate amount of such Losses and Expenses subject to indemnification by Parent exceeds $100,000, whereupon the Seller Group Members shall be entitled to be indemnified for all such Losses and Expenses; (other than any Taxes described B) in Section 9.1(b) and any Transaction Taxes allocated no event shall the aggregate amount required to Purchaser be paid by Parent pursuant to clause (i) of this Section 9.411.2(a) exceed 20% of the Purchase Price. (b) The indemnification provided for pursuant to clause (i) of Section 11.2(a) shall terminate six (6) months after the Closing Date (and no claims shall be made by Seller 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, 6.2 and 6.3, as to which no time limitation shall apply; (ii) any Taxes Loss or Expense of which Seller has notified Buyer in accordance with the Purchased Companies and their Subsidiaries requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with respect to any Pre-Closing Tax Period other than Taxes described in this Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law11.2(b), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach which the obligation of any representation or warranty in Section 5.8 Buyer shall continue until the liability of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers Buyer shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes to the extent such Taxes (x) are accrued as a Liability in the Closing Working Capital as finally been determined pursuant to Section 2.6this Article XI, or (y) arise as a direct result and Buyer shall have reimbursed all Seller Group Members for the full amount of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim such Loss and Expense in accordance with Section 9.2)this Article XI.

Indemnification by Parent. From (a) Subject to the limitations set forth herein, the Parent (“Parent Indemnitor”) shall indemnify and after defend the Closing Date, Parent and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries Stockholders (including the Purchased Companies and their Subsidiaries“Stockholder Indemnitees”) against, and shall hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) them harmless from, any and all losses, damages, claims (including third party claims), charges, Liabilities, actions, suits, proceedings, interest, penalties, Taxes, costs and expenses (including reasonable legal, consultant, accounting and other professional fees, costs of sampling, testing, investigation, removal, treatment and remediation of contamination and fees and costs incurred in enforcing rights under this Agreement) (collectively, “Stockholder Losses”, together with Parent Losses, “Losses”) resulting from, arising out of, or incurred by any Stockholder Indemnitee in connection with, or otherwise with respect to: (i) any Taxes of Sellers inaccuracy or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty made by the Parent or Merger Sub in Section 5.8 Article IV of this Agreement; ; (viii) any Transaction Taxes allocated breach by Parent or Merger Sub of any covenant or agreement contained in this Agreement; and (iii) any fraud or willful misconduct by Parent or Merger Sub with respect to Sellers this Agreement. (b) The Parent Indemnitor shall not be liable for any Stockholder Losses pursuant to Section 9.4; 9.3(a)(i) (other than with respect to Parent’s obligation to issue shares of Parent Common Stock hereunder and Stockholder Losses related to the inaccuracy of Sections 4.2 or 4.8) unless and until the aggregate amount of all Stockholder Losses incurred by the Stockholder Indemnitees under Section 9.3(a)(i) (viiother than with respect to Parent’s obligation to issue shares of Parent Common Stock hereunder and Stockholder Losses related to the inaccuracy of Sections 4.2 or 4.8) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in exceeds the Basket Amount. (c) The cumulative indemnification obligation of the Parent Indemnitor: (i) through under Section 9.3(a)(i) (vother than Stockholder Losses related to the inaccuracy of Section 4.2) shall in no event exceed the Holdback Amount (computed as the amount equal to the Holdback Amount multiplied by the Closing Price); provided, however, that Parent and Sellers shall have no obligation and (ii) under (A) Section 9.3(a)(i) (solely with respect to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes Stockholder Losses related to the extent such Taxes inaccuracy of Section 4.2) or (xB) are accrued any of Sections 9.3(a)(ii)-(iii), shall in no event exceed the Merger Consideration (computed as a Liability in the amount equal to the Merger Consideration paid or payable multiplied by the Closing Working Capital as finally determined pursuant to Section 2.6, or Price) (y) arise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution with respect to Parent’s obligation hereunder to issue shares of any Tax Claim in accordance with Section 9.2Parent Common Stock).

Indemnification by Parent. From and after Subject to the Closing Datelimitations set forth in Section 10.3, Parent and Sellers shall jointly and severally will indemnify Purchaser and Purchaser, its Subsidiaries (including the Purchased Companies and their Subsidiariesrespective officers, directors, employees and agents (the "Purchaser Indemnified Parties") against, and hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) them harmless from, any loss, liability, assessment, Tax, fine, penalty, claim, damage, expense or cost of mitigation suffered or paid (including reasonable legal fees and expenses, including those incurred in enforcing any rights under this ARTICLE X) ("Damages") arising from: (i) any Taxes of Sellers Any inaccuracy in or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty of Parent or Seller in this Agreement (including the representations and warranties set forth in Section 5.8 4.20 but excluding the representations and warranties set forth in Section 4.17) (ignoring for purposes of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in subsection (i) through any qualifications as to materiality or Material Adverse Effect contained in the representations or warranties); (vii) Any breach of any covenant by Parent or Seller set forth in this Agreement; (iii) Any failure, as of the date of and for the period covered by the Interim Financials (excluding slotting fees); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser of the expenses or its Subsidiaries under any provision of this Agreement from and against any Taxes liabilities with respect to the extent such Taxes (x) are accrued as a Liability following to have been recorded in the Closing Working Capital as finally determined pursuant to Section 2.6Interim Financials in accordance with GAAP on a consistent basis: trade promotions, or trade allowances, consumer promotion programs, coupons and similar obligations; (yiv) arise as a direct result Any breach of any action taken outside of the Ordinary Course (without regard representation or warranty set forth in Section 4.17, and as provided in Section 11.3, for Taxes for all tax periods ending on or prior to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include including the settlement or resolution portion of any Tax Claim in accordance Straddle Period deemed to end on the Closing Date; (v) Any breach of any Material Contract by the Company or its Affiliates prior to the Closing Date; (vi) Transaction Expenses; (vii) The employment of any Company Employee on or prior to the Closing Date, including all claims of Company Employees and their covered dependents for (i) expenses associated with Section 9.2)any circumstances occurring on or prior to the Closing Date which are payable under any Parent Benefit Plans and (ii) severance benefits; (viii) Debt outstanding on the Closing Date; and (ix) Any failure of the Company to comply with the WARN Act (or any applicable state law equivalent) with respect to periods prior to the Closing Date.

Indemnification by Parent. From (a) Subject to the provisions of this Section and after the Closing Dateother Sections of this Article VIII, Parent and Sellers shall jointly and severally agrees to indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, Company Securityholders and hold Purchaser them harmless (and its Subsidiaries (including the Purchased Companies agrees to indemnify and their Subsidiaries) hold harmless from, (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated Persons adversely affected by Parent’s failure to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries comply with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes and all Losses incurred or sustained by or imposed upon the Company or the Company Securityholders (or such Persons) with respect to or by reason of (i) any failure, breach or inaccuracy on the part of Parent or Merger Sub of any of their representations or warranties under this Agreement or contained in any certificate, document or instrument delivered by Parent or Merger Sub hereunder; and (ii) any breach, default, inaccuracy or lack of performance on the part of Parent or Merger Sub of any of their respective agreements or covenants under this Agreement or contained in any certificate, document or instrument delivered by Parent or Merger Sub hereunder. (b) Notwithstanding anything to the contrary in this Agreement, the Company Securityholders (and such persons) shall not be entitled to indemnification under Section 8.3(a)(i) with respect to any claim for indemnification hereunder unless the Stockholder Representative has given Parent written notice of such claim, setting forth in reasonable detail the facts and circumstances pertaining thereto, (A) as soon as practicable following the Stockholder Representative’s discovery of such claim and (B) in all events prior to the Cut-Off Date. (c) Under Section 8.3(a)(ii), the Company Securityholders sole remedy for a breach by the Parent or Merger Sub of any covenant in this Agreement for which the Parent receives written notice after the Cut-Off date shall be limited to equitable relief only, including injunctive relief or specific performance. (d) Under Section 8.3(a)(i) and (ii), for any Losses as to which the Company Securityholders otherwise may be entitled to indemnification hereunder (without giving effect to this clause (i), until such indemnifiable Losses exceed the Threshold Amount, provided that after the aggregate of all indemnifiable Losses exceeds the Threshold Amount, the Company Securityholders shall, in the aggregate, be entitled to indemnification under Section 8.3(a)(ii) only to the extent the aggregate amount of all such Taxes Losses exceeds the Threshold Amount; and (xe) are accrued as a Liability Under this Article VIII, for any Losses which in the Closing Working Capital as finally determined pursuant aggregate are in excess of an amount equal to Section 2.6, or (y) arise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)Escrow Deposit.

Indemnification by Parent. From Subject to the provisions of this Article XI, Parent hereby agrees, from and after the Closing DateClosing, Parent to indemnify and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries (including hold NB Group, the Purchased NB Trust Companies and their Subsidiaries) againstrespective Affiliates, successors and hold Purchaser and its Subsidiaries permitted assigns (including the Purchased Companies and their Subsidiaries) harmless from, (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiariescollectively, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law“NB Group Indemnified Parties”), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement harmless from and against any Taxes and all losses, Liabilities, claims, demands, judgments, damages, fines, suits, actions, penalties, obligations, charges, deficiencies, interest, settlement payments, awards, lost profits, diminution in value, costs and expenses of every kind whatsoever, including costs and expenses of investigation, court costs, expert witness fees, consulting fees, accountants’ and attorneys’ fees and expenses (individually, a “Loss” and, collectively, “Losses”) arising or resulting from, or relating to: (a) all Liabilities arising out of or related to Excluded Taxes; (b) all Liabilities arising out of or related to defined benefit pension plans, including the Xxxxxx Brothers Holdings Inc. Retirement Plan and the Xxxxxx Brothers Pension Scheme (UK), or individual account-based savings plans including the Xxxxxx Brothers Savings Plan or the Xxxxxx Brothers UK Savings Plan, and including any liability related to the common stock of Assignors held under any such plan; (c) all Liabilities arising under Section 412 or 430 of the Code, Section 302 or Title IV of ERISA, any other section of the Code or ERISA or otherwise with respect to or by reason of, any Benefit Plan (i) of Assignors or any related entity, including but not limited to any Affiliate of any Assignor, through any Closing Date, whether or not as a result of any Assignor or any of their Affiliates being treated, before or after a Closing Date, as a member of a group under common control (or similar concept) under Section 4001(a)(3) of ERISA, Section 414 of the Code or any other law or regulation, and (ii) of any Assignor or any related entity, including but not limited to any Affiliate of any Assignor, as a result of any Assignor or any of their Affiliates being treated being treated after the Closing Date as a member of a group under common control (or similar concept) under Section 4001(a)(3) of ERISA, Section 414 of the Code or any other Law; (d) all Liabilities (including any Liabilities for breaches) arising out of or relating to any of the Succeeded Relationships, to the extent arising out of or relating to any facts, events, circumstances or periods ending on, or prior to, the date such Taxes (x) are accrued as Relationship becomes a Liability Succeeded Relationship, but excluding any Liabilities arising from or in connection with the Closing Working Capital as finally determined transfer of any such Relationship to the NB Trust Companies pursuant to Section 2.6, or this Agreement; and (ye) arise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)all Transferred Excluded Liabilities.

Indemnification by Parent. From Subject to the limitation set forth in Section 10.04 below, from and after the Closing DateClosing, Buyer and its Affiliates, and its and their respective officers, directors, employees, agents, successors and assigns (the “Buyer Indemnified Parties”) shall be indemnified and held harmless by Parent and Sellers shall Sellers, jointly and severally indemnify Purchaser severally, for and its Subsidiaries against all damages, costs and expenses, interest, awards, judgments, Taxes and penalties (including reasonable attorneys’ fees and expenses) actually suffered or incurred by them (hereinafter, “Losses”) if and to the Purchased Companies and their Subsidiaries) againstextent arising out of, and hold Purchaser and its Subsidiaries by reason of or relating to: (including the Purchased Companies and their Subsidiaries) harmless from, (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iiia) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach failure of any representation or warranty in Section 5.8 of this Agreement; Parent or Sellers set forth herein to be true and correct when made (vi) any Transaction Taxes allocated provided that with respect to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expensesDelayed/Later Closing Representations made as of the Delayed Closing Date or Later Closing Date, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes only to the extent such Taxes (x) are accrued as a Liability in failure to be true and correct was the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result of a Willful Breach by Parent or its Subsidiaries); (b) any action taken outside failure by Parent to perform, fulfill or comply with any covenant set forth herein; (c) the Excluded Assets or the Excluded Liabilities; (d) any liability for Taxes of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating Transferred Subsidiaries with respect to a Pre-Closing Tax Period, by including all liability for Taxes of any member of an affiliated, consolidated, combined, unitary or at the direction similar group of Purchaser which a Transferred Subsidiary is or any of its Affiliates after was a member on or prior to the Closing Date, including pursuant to Treas. Reg. § 1.1502-6 or any analogous or similar state, local or foreign law, and any Taxes attributable to the Restructuring or the transactions contemplated by Section 5.06(a), except to the extent taken into account in Net Working Capital or Indebtedness (“Indemnified Taxes”); (e) events occurring on or after the Closing Date arising out of or related to the ownership or operation of the business of Parent and its Affiliates (other than the Purchased Assets or the Assumed Liabilities, which shall not include (i) the Specified OUS Assets or Specified OUS Liabilities until the “Closing” or any action contemplated by “Later Closing” (each as defined in the India Purchase Agreement), as applicable, at which such Specified OUS Assets or Specified OUS Liabilities are transferred and conveyed, (ii) the Initial Purchased Assets or Initial Assumed Liabilities transferring at the Delayed Closing until the Delayed Closing Date, or (iii) the Later Purchased Assets or Later Assumed Liabilities until the applicable Later Closing Date); provided, however, that this Agreement Section 10.02(e) shall not apply to, and no indemnification shall be provided pursuant to this Article X for, Losses arising out of or an Ancillary Agreement related to any commercial relationship between Parent and its Affiliates, on the one hand, and Buyer and its Affiliates, on the other, or Losses arising out of or related to the Transition Services Agreements, Supply Agreements or the Distribution Agreements; and (which action shall include f) the settlement or resolution matters set forth in Section 10.02(f) of any Tax Claim in accordance with Section 9.2)the Seller Disclosure Schedule.

Indemnification by Parent. From and after (a) Subject to the Closing Dateterms of this Article 11, New Parent and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) againstagrees to indemnify, defend, and hold Purchaser harmless the Seller Parties, their respective Affiliates and its Subsidiaries each of their respective members, managers, officers, directors, employees, agents, successors and assigns (including the Purchased Companies and their Subsidiaries“Seller Indemnified Parties”) harmless from, against and for any and all Losses imposed upon, suffered by or incurred by any Seller Indemnified Party resulting from, arising out of or in connection with: (i) any Taxes of Sellers breach or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach inaccuracy of any representation or warranty of any Parent Party contained in Section 5.8 of this Agreement; Article 5 or (viii) any Transaction Taxes allocated breach of any covenant or agreement of a Parent Party contained in this Agreement that by its terms is to Sellers be performed subsequent to the Closing Date. (b) The indemnification rights of the Seller Indemnified Parties pursuant to Section 9.4; 11.3(a)(i) (other than with respect to Fundamental Representations or Fraud) shall not be effective until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant thereto exceeds the Deductible, at which time the Seller Indemnified Parties shall only be entitled to receive indemnification for the amount of such Losses in excess of the Deductible to the Maximum Aggregate Liability Amount. Notwithstanding the foregoing and for the avoidance of doubt, such Threshold Indemnity Amount and Maximum Aggregate Liability Amount shall not in any way apply to or limit any indemnification obligations of New Parent pursuant to Section 11.3(a)(i) with respect to the Fundamental Representations, Section 11.3(a)(ii) or Section 11.3(a)(iii) or in the case of Fraud. (viic) reasonable out-of-pocket costs and expensesThe aggregate indemnification obligations of Parent pursuant to Section 11.3(a) shall not, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes except to the extent such Taxes (x) are accrued as a Liability in arising out of Fraud, exceed the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result of any action taken outside of Purchase Price plus the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a PreEarn-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)out Payments.

Indemnification by Parent. From Notwithstanding any other provision of this Agreement, Parent shall indemnify Holdings from and after against and in respect of any and all Losses incurred by Holdings, which may be imposed on, sustained, incurred or suffered by or assessed against Holdings, directly or indirectly, to the extent relating to or arising out of: (i) any liability for income Taxes imposed on any of the Bison Subsidiaries (other than the Brazilian Entities) as members of the "affiliated group" (within the meaning of Section 1504(a) of the Code) of which Parent (or any predecessor or successor) is the common parent that arises under Treasury Regulation Section 1.1502-6(a) or comparable provisions of foreign, state or local Law; (ii) any liability for Taxes (including Taxes resulting from the Restructuring), imposed on any of the Bison Subsidiaries (other than the Brazilian Entities) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date; (iii) any liability for Taxes (including Taxes resulting from the Restructuring), imposed on Permali or Xxxxxxx for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, Parent and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, and hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) harmless from, (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes but only to the extent such Taxes exceed the accrual or reserve for Taxes (xexcluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) are accrued recorded in the December 30, 2000 Statement of Net Assets to be Sold, as adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes pursuant to any clause of this Section 5.8(i) has previously been reduced or eliminated as a Liability in result of the Closing Working Capital as finally determined application of such accrual or reserve for Taxes and (B) Holdings' indemnification for a liability for Taxes pursuant to Section 2.6, or (y) arise as a direct result any clause of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2).Section

Indemnification by Parent. From Notwithstanding any other provision of this Agreement, Parent shall indemnify Holdings from and after against and in respect of any and all Losses incurred by Holdings (or with respect to subsection (ii) below, by Holdings or THI and its Subsidiaries, without duplication), which may be imposed on, sustained, incurred or suffered by or assessed against Holdings (or with respect to subsection (ii) below, by Holdings or THI and its Subsidiaries, without duplication), directly or indirectly, to the extent relating to or arising out of: (i) any liability for income Taxes imposed on any of the Bison Subsidiaries (other than the Brazilian Entities) as members of the "affiliated group" (within the meaning of Section 1504(a) of the Code) of which Parent (or any predecessor or successor) is the common parent that arises under Treasury Regulation Section 1.1502-6(a) or comparable provisions of foreign, state or local Law; (ii) any liability for Taxes (including Taxes resulting from the Restructuring), imposed on any of the Bison Subsidiaries (other than the Brazilian Entities) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date; (iii) any liability for Taxes (including Taxes resulting from the Restructuring), imposed on Permali or Rosario for any taxable year or period that ends on or before thx Xxxxxng Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, Parent and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, and hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) harmless from, (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes but only to the extent such Taxes exceed the accrual or reserve for Taxes (xexcluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) are accrued recorded in the December 30, 2000 Statement of Net Assets to be Sold, as adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes pursuant to any clause of this Section 5.8(i) has previously been reduced or eliminated as a Liability result of the application of such accrual or reserve for Taxes and (B) Holdings' indemnification for a liability for Taxes pursuant to any clause of Section 5.8(j) has previously been paid as a result of the application of such accrual or reserve for Taxes; (iv) the Ownership Percentage of any liability for Taxes (including Taxes resulting from the Restructuring), imposed on Plascar or TATB for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, but only to the extent such liability exceeds the Ownership Percentage of the accrual or reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) recorded in the Closing Working Capital December 30, 2000 Statement of Net Assets to be Sold, as finally determined adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes pursuant to any clause of this Section 2.65.8(i) has previously been reduced or eliminated as a result of the application of such accrual or reserve for Taxes and (B) Holdings' indemnification for a liability for Taxes pursuant to any clause of Section 5.8(j) has previously been paid as a result of the application of such accrual or reserve for Taxes; (v) any liability, or (y) arise increase in a liability, for Taxes imposed as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, failure by or at the direction of Purchaser Parent or any of its Affiliates after to perform or comply with its obligations under Section 5.8(m); and (vi) indemnification pursuant to this Section 5.8(i) shall be the Closing Date, other than sole and exclusive remedy of Holdings and C&A Products against Parent with respect to any action contemplated by this Agreement and all Losses arising under or an Ancillary Agreement (which action shall include the settlement or resolution of related to any Tax Claim in accordance with Section 9.2)liability for Taxes.

Indemnification by Parent. From (a) Parent hereby indemnifies Buyer against and after the Closing Date, Parent and Sellers shall jointly and severally indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, and agrees to hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) it harmless from, from any (i) Taxes imposed on the Company or any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated Subsidiary relating to Purchaser pursuant to Section 9.4)a Pre-Closing Tax Period; (ii) any Taxes arising out of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b)338(h)(10) Election; (iii) the Taxes resulting from any restructuring of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before Seller prior to the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of statein connection with the Parent Election, local or foreign Law), as a transferee or successor, by Contract or otherwiseif applicable; and (iv) any income Taxes attributable liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to any election made pursuant to Section 9.12; (v) Taxes arising from any breach the imposition, assessment or assertion of any representation Tax described in clause (i), (ii) or warranty in Section 5.8 (iii) (the sum of this Agreement; (vii), (ii), (iii) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (viiiv) reasonable out-of-pocket costs and expenses, including legal fees, attributable being referred to any item in (i) through (vas a “Loss”); provided, however, that Parent and Sellers shall have no obligation liability for the payment of any loss attributable to indemnify Purchaser or its Subsidiaries under resulting from any provision of this Agreement from and against any Taxes to the extent such Taxes action described in Section 8.03(c) hereof. (xb) are accrued as a Liability in the Closing Working Capital as finally determined Any payment by Parent pursuant to this Section 2.68.04 shall be made not later than 20 days after receipt by Parent of written notice from Buyer stating that any Loss has been paid by Buyer, or (y) arise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates or, effective upon the Closing, the Company or any Subsidiary and the amount thereof and of the indemnity payment requested. (c) If any claim or demand for Taxes in respect of which indemnity may be sought pursuant to this Section 8.04 is asserted in writing against Buyer, any of its Affiliates or, effective upon the Closing, the Company or any Subsidiary, Buyer shall notify Parent of such claim or demand within 10 days of receipt thereof, or such earlier time that would allow Parent to timely respond to such claim or demand, and shall give Parent such information with respect thereto as Parent may reasonably request. Parent may discharge, at any time, its indemnification obligation under this Section 8.04 by paying to Buyer the amount payable pursuant to this Section 8.04, calculated on the date of such payment. Parent may, at its own expense, participate in and, upon notice to Buyer, assume the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit). If Parent assumes such defense, Parent shall control the conduct of such defense, Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Parent and Parent shall not compromise or settle such claim without Buyer’s consent, which shall not be unreasonably withheld, if it could have an adverse impact in a taxable period after the Closing Date; provided, however, that if a claim or demand is with respect to a Straddle Period, Buyer and Parent shall jointly control any defense and neither party shall compromise or settle such claim without the prior written consent of the other than party, which shall not be unreasonably withheld. Whether or not Parent chooses to defend or prosecute any action contemplated by this Agreement claim, all of the parties hereto shall cooperate in the defense or an Ancillary Agreement (which action shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)prosecution thereof.

Indemnification by Parent. From (a) Subject to the limitations set forth in this Article 9, from and after the Closing DateClosing, Parent agrees to indemnify Purchaser, its Affiliates (in their capacity as such and Sellers shall jointly not as lendors) and severally indemnify any of its respective agents, employees, officers and directors (each, a "Purchaser Indemnified Party" and its Subsidiaries (including collectively, the Purchased Companies and their Subsidiaries) "Purchaser Indemnified Parties"), against, and agrees to hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) Indemnified Parties harmless from, any and all losses, costs, damages, penalties, fines, liabilities and expenses (including reasonable legal fees and expenses and costs, fees and expenses incurred in pursuing indemnification under this Agreement) (collectively, "Damages") incurred or sustained by any Purchaser Indemnified Party to the extent arising out of: (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty by Sellers contained in this Agreement or in the certificate set forth in Section 5.8 6.7; and (ii) a breach by Sellers of this Agreement; (viany covenants or other agreements contained herein that are to be performed following the Closing Date. Following the Closing, solely for purposes of determining whether a representation or warranty that is qualified by reference to matters "that would not, individually or in the aggregate, have a Material Adverse Effect" or language of similar import has been breached for purposes of Section 9.2(a)(i) any Transaction Taxes allocated only, such Material Adverse Effect qualifier shall be disregarded and in lieu thereof such representation or warranty shall be deemed to Sellers pursuant be qualified by reference to Section 9.4; and (vii) reasonable out-of-pocket costs and expensesmatters "that would not, including legal feesindividually or in the aggregate, attributable give rise to any item in (i) through (v)Damages of $1,000,000 or more"; provided, however, that Parent the parties acknowledge and Sellers agree that such $1,000,000 Damage threshold shall have no not be applied for purposes of determining whether a Material Adverse Effect exists or has occurred. (b) The aggregate indemnification obligation to indemnify Purchaser or its Subsidiaries for Damages under any provision Section 9.2(a)(i) (other than in respect of this Agreement from and against any Taxes to the extent such Taxes (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result Damages arising out of any action taken outside breaches of the Ordinary Course (without regard to past practice)representations and warranties contained in Sections 3.1, including the amendment of any Tax Return relating to a Pre-Closing Tax Period3.2, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which action 3.3 and 3.9) shall include the settlement or resolution of any Tax Claim in accordance with Section 9.2)not exceed $30,000,000.00.

Indemnification by Parent. (a) From and after the Closing Date, Parent shall indemnify, defend and Sellers shall jointly hold harmless the Stockholders and severally indemnify Purchaser their Affiliates (collectively, the "Stockholder Indemnified Group") from and its Subsidiaries against all Liabilities, Losses, damages, penalties, claims (including third-party claims, whether or not meritorious), costs, interest, judgments, fines, amounts paid in settlement and expenses (including, without limitation, reasonable attorney's fees, whether incurred in connection with a claim for indemnification hereunder or in connection with any third party claim) (collectively, "Losses") incurred or suffered by any member of the Purchased Companies and their Subsidiaries) againstStockholder Indemnified Group based upon, and hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) harmless from, resulting from or arising out of (i) any Taxes of Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) any Taxes of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; (v) Taxes arising from any breach of any representation or warranty of Parent or Acquisition Sub contained in Section 5.8 this Agreement or any of the Ancillary Documents or (ii) the breach of any covenant or agreement of Parent or Acquisition Sub contained in this Agreement; Agreement or any of the Ancillary Documents. (vib) any Transaction Taxes allocated to Sellers Parent's indemnification obligations pursuant to Section 9.4; 8.2(a)(i) shall be effective only after the amount of Losses, in the aggregate, incurred by the Stockholder Indemnified Group exceed $50,000, and (vii) reasonable out-of-pocket costs and expensesif such aggregate liabilities exceed $50,000, including legal feesParent shall be liable for all such Losses, attributable subject to any item in (i) through (v); providedthe following sentence, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes but only to the extent such Taxes (x) are accrued as a Liability Losses exceed the initial $50,000. The maximum amount recoverable by the Stockholder Indemnified Group, in the Closing Working Capital as finally determined aggregate, under Section 8.2(a)(i) shall be the aggregate number of shares of Parent Common Stock issuable in connection with the Sale (the "Issuable Shares"). Parent shall make indemnification payments pursuant to this Section 2.68.2 in the form of Parent Common Stock, and any such shares shall be valued at the greater of the (i) Reference Share Price, (ii) the Initial Earnout Buyout Five Day Average and (iii) the Second Five Day Average. (c) The Seller and each of the Stockholders hereby each acknowledge and agree that, except (i) as expressly otherwise provided herein or (yii) arise as a direct to the extent any Losses incurred by such party result of from any action taken outside fraudulent misrepresentation by Parent (iii) or for claims arising under applicable securities laws, the Stockholder Indemnified Group's sole and exclusive monetary remedy with respect to any and all claims based upon, resulting from or arising out of the Ordinary Course (without regard to past practice), including the amendment breach of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates after the Closing Date, other than any action contemplated by this Agreement or an any Ancillary Agreement Document by Parent or Acquisition Sub shall be pursuant to the indemnification provisions of this Article VIII (which action shall include the settlement or resolution of any Tax Claim in accordance with including, without limitation, Section 9.28.1).

Indemnification by Parent. (a) From and after the Closing DateClosing, Parent and Sellers shall jointly and severally agrees to indemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, and hold Purchaser harmless each Buyer Group Member from and its Subsidiaries (including the Purchased Companies against any and their Subsidiaries) harmless all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, : (i) any Taxes breach of Sellers any warranty or their Subsidiaries (other than the inaccuracy of any Taxes described representation of Parent contained or referred to in Section 9.1(b) and any Transaction Taxes allocated to Purchaser this Agreement or the certificate delivered by or on behalf of Parent pursuant to Section 9.4SECTION 9.1, in each case without regard to any exception for Material Adverse Effect, materiality or the like contained therein; PROVIDED, HOWEVER, that any breach of the representations and warranties in SECTION 5.17(VI) that constitutes an Environmental Claim shall be governed exclusively by SECTION 11.1(C); ; (ii) any Taxes breach by Parent of, or failure by Parent or its Affiliates to perform, any of the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described its covenants or obligations contained in Section 9.1(b); this Agreement; (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before having been an ERISA Affiliate of Parent prior to the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; Date; (iv) any income Taxes attributable to any election made pursuant to Section 9.12; the Excluded Liabilities and Excluded Assets; (v) Taxes arising from the Parent Securitization Agreements or any breach of any representation obligation or warranty in Section 5.8 of this Agreement; agreement relating thereto; (vi) any Transaction Taxes allocated liability or obligation relating to Sellers pursuant to Section 9.4; and (vii) reasonable out-of-pocket costs and expenses, including legal fees, attributable to or arising out of a complete or partial withdrawal from any item in (i) through (v); provided, however, that Parent and Sellers shall have no obligation to indemnify Purchaser or its Subsidiaries under any provision of this Agreement from and against any Taxes Multiemployer Plan to the extent such Taxes (x) are accrued as withdrawal, in whole or in part, is triggered by a Liability termination of contributions or a reduction in the Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or at the direction of Purchaser or any of its Affiliates contribution base units after the Closing Datebelow the level contributed immediately prior to the Closing to such Multiemployer Plan; PROVIDED, other than any action contemplated by that Parent's liability under this Agreement or an Ancillary Agreement clause (which action vi) shall include not exceed the settlement or resolution amount Parent would have incurred had such withdrawal occurred immediately prior to the Closing; (vii) the matters described in SCHEDULE 5.14(A) under the caption "Special Indemnity"; and (viii) 50% of the amount of any Tax Claim Losses or Expenses relating to or arising in accordance connection with Section 9.2).any and all workers' compensation, general liability, automobile liability and employee medical claims relating to occurrences prior to the Closing Date to the extent that the amount of such Losses and Expenses exceed the applicable reserves for workers' compensation, general liability, automobile liability, employment practices or employee medical claims, as the case may be, on the Adjusted Balance Sheet; PROVIDED that, notwithstanding anything to the contrary contained herein, the aggregate amount for which Parent is obligated to indemnify Buyer Group Members under this subsection (viii) shall not exceed $5 million; PROVIDED, HOWEVER, that Parent shall be required to indemnify and hold harmless under SECTIONS 11.1(A)(I) and 11.1(A)(VIII) with respect to Losses and Expenses incurred by Buyer Group Members only to the extent that: