Common use of Indemnification by Parent Clause in Contracts

Indemnification by Parent. Subject to the other provisions of this Section 8.1, Parent shall indemnify Holdings, its Subsidiaries and their present and former directors, officers, employees and agents (collectively, the "Holdings Indemnified Parties") from and against and in respect of any and all Losses incurred by a Holdings Indemnified Party, which may be imposed on, sustained, incurred or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, to the extent relating to or arising out of: (i) the failure of any of the representations or warranties of Parent contained in Article III (excluding the representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date of this Agreement and on the Closing Date as though made on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard to the words "as of the date hereof" and the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"; provided, further, that solely for the purpose of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein; (ii) any failure by Parent to perform or comply with its covenants and agreements contained in this Agreement (excluding any covenant contained in Section 5.8 for which the exclusive remedy of Holdings shall be indemnification pursuant to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreement; and (iii) except as set forth in Section 5.8, Section 8.1(g), Section 8.2 and Section 8.3, the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect to the Restructuring and Closing), other than Losses relating to or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closing.

Indemnification by Parent. Subject to (a) From and after the other provisions of this Section 8.1------------------------- Closing, Parent shall agrees to indemnify Holdings, its Subsidiaries and their present and former directors, officers, employees and agents (collectively, the "Holdings Indemnified Parties") hold harmless each Buyer Group Member from and against and in respect of any and all Losses and Expenses incurred by a Holdings Indemnified Party, which may be imposed on, sustained, incurred or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, to the extent relating to such Buyer Group Member in connection with or arising out offrom: (i) the failure any breach of any warranty or the inaccuracy of the representations or warranties any representation of Parent contained or referred to in Article III (excluding the representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date of this Agreement and or the certificate delivered by or on behalf of Parent pursuant to Section 9.1, in ----------- each case without regard to any exception for Material Adverse Effect, materiality or the Closing Date as though made on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i))like contained therein; provided, however, that solely for the purpose any -------- ------- breach of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(aSection 5.17(vi) and 3.7 that ---------------- constitutes an Environmental Claim shall be read without regard to the words "as of the date hereof" and the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"governed exclusively by Section ------- 11.1(c); provided, further, that solely for the purpose of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein;------- (ii) any breach by Parent of, or failure by Parent or its Affiliates to perform or comply with perform, any of its covenants and agreements or obligations contained in this Agreement (excluding any covenant contained in Section 5.8 for which the exclusive remedy of Holdings shall be indemnification pursuant to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreement; and; (iii) except as set forth in Section 5.8, Section 8.1(g), Section 8.2 and Section 8.3, any of the businesses, operations and assets Companies having been an ERISA Affiliate of Parent prior to the Closing Date; (iv) the Excluded Liabilities and Excluded Assets; (v) the Parent Securitization Agreements or any Non-Bison Subsidiary obligation or agreement relating thereto; (giving effect to the Restructuring and Closing), other than Losses vi) any liability or obligation relating to or arising out of a complete or partial withdrawal from any Multiemployer Plan to the operation and conduct extent such withdrawal, in whole or in part, is triggered by a termination of contributions or a reduction in contribution base units after the Closing below the level contributed immediately prior to the Closing to such Multiemployer Plan; provided, that Parent's liability under this clause -------- (vi) shall not exceed the 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 Businessamount of any Losses or Expenses relating to or arising in connection with any and all workers' compensation, commercial transactions 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 Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closing.extent that:

Indemnification by Parent. Subject to From and after the other provisions of this Section 8.1Closing, Parent shall indemnify Holdingsthe Company and its Affiliates and each of their respective officers, its Subsidiaries and their present and former directors, officersemployees, employees agents and agents (collectively, the "Holdings Indemnified Parties") from and representatives against and in respect of hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and all Losses expenses) (“Losses”) suffered or incurred by a Holdings Indemnified Party, which may be imposed on, sustained, incurred or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, any such indemnified party to the extent relating to or arising out of: from: (i) the failure any breach of any of the representations representation or warranties warranty of Parent contained in Article III (excluding the representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing; and on (ii) any breach of any covenant of Parent contained in this Agreement requiring performance after the Closing Date as though made Date. Notwithstanding the forgoing: (a) Parent shall not have any liability under clauses (i) or (ii) of this Section 9.01 unless the aggregate of all Losses for which Parent would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000, and as then only to the extent of any such excess; (b) Parent shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Losses relating thereto are less than $10,000 and such items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Parent shall not have any liability under clauses (i) or (ii) of this Section 9.01 for any breach of a representation or warranty if the Company had knowledge of such breach at the time of the Closing Date and such breach would have given rise to a failure to be satisfied of the condition to the Company’s obligations set forth in Section 3.01(a); (d) Parent’s liability under clauses (i) and (ii) of this Section 9.01 shall in no event exceed $50,000; and (e) Parent shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by the Company or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.01(a) except to the extent Parent had knowledge that a such representation or warranty expressly speaks as of a specified date or period of time was not true and except as modified hereafter correct in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard to the words "as of the date hereof" and the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"; provided, further, that solely for the purpose of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein; (ii) any failure by Parent to perform or comply with its covenants and agreements contained in this Agreement (excluding any covenant contained in Section 5.8 for which the exclusive remedy of Holdings shall be indemnification pursuant to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreement; and (iii) except as set forth in Section 5.8, Section 8.1(g), Section 8.2 and Section 8.3, the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect to the Restructuring and Closing), other than Losses relating to or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closingall material respects when made.

Indemnification by Parent. (a) After each Closing and subject to this Article VIII, Parent, on behalf of the Sellers, shall indemnify, defend and hold harmless Purchaser and its Affiliates (which, as of and after any Closing, shall include the Subject to Companies transferred at such Closing) (the other provisions of this Section 8.1“Purchaser Indemnified Persons”), Parent shall indemnify Holdingsagainst, its Subsidiaries and their present and former directorsreimburse the Purchaser Indemnified Persons for, officerswithout duplication, employees and agents (collectively, the "Holdings Indemnified Parties") from and against and in respect of any and all Losses incurred by a Holdings that the Purchaser Indemnified PartyPersons may at any time suffer or incur, which may be imposed on, sustained, incurred or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, to the extent relating to or arising out ofbecome subject to: (i) as a result of or in connection with the failure breach of any of the representations or and warranties of Parent contained in Article III to the extent relating to a Closing that has occurred or a Target Company that has been purchased by and sold to Purchaser (excluding other than the Non-Indemnifiable Tax Representations) (it being understood that, for purposes of determining whether any breach has occurred or calculating the amount of any Losses under this Section 8.2(a)(i), all materiality and Company Material Adverse Effect qualifications and exceptions (except for such qualifications and exceptions (A) used in Section 3.15(a)(ii), Section 3.15(a)(vi), Section 3.15(a)(viii), Section 3.19(e), Section 3.19(i) and Section 3.28(a) to qualify a list of items or a set of materials made available rather than to qualify a statement or (B) contained in Section 3.5(b)) contained in such representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date of this Agreement and on the Closing Date as though made on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard to the words "as of the date hereof" and the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"; provided, further, that solely for the purpose of Section 8.1(b)(idisregarded), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein; (ii) as a result of or in connection with any failure breach by Parent to perform of any of its covenants, agreements or comply with its covenants and agreements obligations contained in this Agreement (excluding any covenant contained in Section 5.8 for which to the exclusive remedy of Holdings shall be indemnification pursuant extent relating to Section 5.8), the Transition Agreement a Closing that has occurred or a Target Company that has been purchased by and the Assignment and Assumption Agreement; andsold to Purchaser; (iii) except as a result of the matters set forth in Section 5.8, Section 8.1(g), Section 8.2 and Section 8.3, the businesses, operations and assets 8.2(a)(iii) of Parent's Disclosure Letter; (iv) as a result of any action taken by Parent or any Non-Bison Subsidiary of its Affiliates to effect the Restructuring (giving effect to the extent resulting from the Restructuring and Closingaffecting a Target Company that has been purchased by and sold to Purchaser); (v) as a result of (A) Parent's ownership of Residential Capital LLC, other than Losses relating to or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closing.(B) any Target Guarantee;

Indemnification by Parent. Subject to the other provisions of this Section 8.1(a) Parent hereby agrees that it shall indemnify, Parent shall indemnify Holdingsdefend (as provided herein) and hold harmless Purchaser, its Subsidiaries and Affiliates and, if applicable, their present and former respective directors, officers, shareholders, partners, attorneys, accountants, agents and employees and agents their heirs, successors and assigns (collectivelythe “Purchaser Indemnified Parties” and, collectively with the Seller Indemnified Parties, the "Holdings “Indemnified Parties"”) from and from, against and in respect of any and all Losses incurred by a Holdings Indemnified Party, which may be imposed on, sustained, incurred or suffered by or assessed asserted against a Holdings any of the Purchaser Indemnified Party, directly or indirectly, to the extent relating to or arising out of: Parties by reason of (i) the failure any breach of any of the representations representation or warranties of warranty made by Parent contained in Article III this Agreement; (excluding ii) the representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date breach of this Agreement and on the Closing Date as though any covenant or agreement of an Asset Selling Corporation made on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i))Agreement; and (iii) the Excluded Liabilities; provided, that solely for however, that, notwithstanding the purpose of this Section 8.1(b)(i)foregoing, the representations and warranties in Sections 3.6(a) and 3.7 Purchaser Indemnified Parties’ sole remedy with respect to the omission of any Technology or Registered IP from the Conveyed Assets shall be read without regard to the words "as of the date hereof" and the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"; provided, further, that solely for the purpose of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein; (ii) any failure by Parent to perform or comply with its covenants and agreements contained in this Agreement (excluding any covenant contained in Section 5.8 for which the exclusive remedy of Holdings shall be indemnification pursuant to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreement; and (iii) except as set forth in Section 5.85.1. (b) Notwithstanding the provisions of this Article 6, Parent shall not be liable to the Purchaser Indemnified Parties for any Losses with respect to the matters contained in Section 8.1(g)6.3(a)(i) except to the extent the Losses therefrom exceed $470,000, in which event Parent shall be liable to the Purchaser Indemnified Parties for all such Losses in excess of such amount, up to an aggregate amount equal to $3,550,000; it being understood that (i) the foregoing limitations shall not apply to (x) Losses under Section 8.2 6.3(a)(ii) or (iii) or (y) Losses to the extent resulting from fraud and Section 8.3(ii) the cap for Losses arising from breaches of Sections 3.2(a) and 3.9(d) shall be the Purchase Price instead of $3,550,000. In no event shall Parent be liable to the Purchaser Indemnified Parties for Losses exceeding, in the aggregate, the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect to the Restructuring and Closing), other than Losses relating to or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-ClosingPurchase Price.

Indemnification by Parent. Subject to the other provisions of this Section 8.1, (a) Parent shall indemnify Holdingsagainst and hold Seller, its Subsidiaries Affiliates and their present respective employees, officers and former directors, officers, employees and agents directors (collectively, the "Holdings Indemnified PartiesSELLER INDEMNIFIED PARTIES") harmless from, and agrees to promptly defend any Seller Indemnified Party from and against and in respect of reimburse any Seller Indemnified Party for, any and all Losses incurred losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including any Action brought by a Holdings Indemnified Partyany Governmental Authority or Person and including reasonable attorneys' fees and expenses reasonably incurred) (collectively, "LOSSES"), which such Seller Indemnified Party may be imposed onat any time suffer or incur, sustainedor become subject to, incurred as a result of or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, to the extent relating to or arising out ofin connection with: (i) the any failure of any of the representations representation or warranties warranty of Parent contained or Buyer (whether made in Article III (excluding or pursuant to this Agreement or in any instrument or certificate delivered by Buyer at the representations and warranties contained Closing in Section 3.8 and Section 3.11accordance herewith) to be true when made and correct on the date of this Agreement and on the Closing Date as though made on at and as of the Closing Date as if made at and as of such date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard to the words "that by their terms speak as of the date hereof" and the representations and warranties in Sections 3.16(a) and (b) shall of this Agreement or some other date need be read without regard to the words "through and including the date hereof"; provided, further, that solely for the purpose true only as of Section 8.1(b)(isuch specified date), the representations and warranties in Sections 3.3(b)each case, 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read determined without regard to any materiality or Material Adverse Effect qualifiers material adverse effect qualification contained thereinin any representation or warranty (each such misrepresentation or breach of warranty, or such failure of any representation or warranty to be true, a "BUYER WARRANTY BREACH"); (ii) any failure by Parent or Buyer to perform carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or comply with its covenants and agreements contained in obligations under this Agreement or the Ancillary Agreements; (excluding any covenant contained in Section 5.8 for which iii) the exclusive remedy of Holdings shall be indemnification pursuant to Section 5.8), the Transition Agreement and the Assignment and Assumption AgreementAssumed Liabilities; and (iiiiv) the conduct or operation of the Purchased Assets by Buyer to the extent arising from and after the Effective Time, except to the extent indemnified by Seller under Section 12.03. 57 (b) Notwithstanding any other provision to the contrary, Parent shall not be required to indemnify and hold harmless any Seller Indemnified Party pursuant to Section 12.02(a)(i): (A) unless such Seller Indemnified Party has asserted a claim in accordance with Section 12.04 below with respect to such matters within the applicable survival period set forth in Section 12.01 and (B) until the aggregate amount of the Seller Indemnified Parties' Losses resulting from any single Buyer Warranty Breach or set of related Buyer Warranty Breaches exceeds $225,000; PROVIDED, HOWEVER, that the cumulative indemnification obligation of Buyer under this Article XII shall in no event exceed $15 million. Except with respect to fraud or willful breach, the rights and remedies of the Seller Indemnified Parties for a Loss relating to a Buyer Warranty Breach shall be limited as set forth in Section 5.8, Section 8.1(g), Section 8.2 and Section 8.3, the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect to the Restructuring and Closing), other than Losses relating to or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closingthis Article XII.

Indemnification by Parent. Subject (a) From and after the Closing Date, subject to the other provisions of this Section 8.1Article 9, Parent shall agrees to indemnify Holdingsthe Sellers, its Subsidiaries the Management Member and their present respective Affiliates and former directorseach of their respective managers, officers, employees directors, employees, agents, representatives, successors and agents assigns (collectively, the "Holdings “Indemnified Parties"Seller Entities”) and to hold each of them harmless from and against and in respect of against, any and all Losses suffered, paid or incurred by any such Indemnified Seller Entity (whether directly, pursuant to a Holdings Indemnified PartyClaim by a Third Party or otherwise) arising out of or related to any (i) breach of any of the representations and warranties made by Parent or Merger Sub in Article 5 or (ii) breach of any of the covenants or agreements of Parent or Merger Sub contained in this Agreement. For purposes of Section 9.02(a)(i), which may whether any representation or warranty has been breached, and the determination and calculation of any Losses resulting from such breach, shall be imposed on, sustained, incurred determined without giving effect to any qualification as to “materiality” (including the words “material” or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, “material adverse effect”). (b) Notwithstanding anything to the extent relating contrary contained in this Section 9.02, the Indemnified Seller Entities shall be entitled to or arising out ofindemnification: (i) with respect to any claim for indemnification pursuant to Section 9.02(a)(i) (other than the failure Fundamental Representations made by Parent), only if the aggregate of any (A) Losses to all Indemnified Seller Entities with respect to all such claims and (B) “Losses” to all “Indemnified Seller Entities” (each as defined in the EquiPower Agreement) with respect to claims pursuant to Section 9.02(a)(i) of the representations or warranties EquiPower Agreement exceeds the Deductible, whereupon (subject to the provisions of clauses (ii) and (iii) below) Parent contained shall be obligated to pay in Article III (excluding the representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date of this Agreement and on the Closing Date as though made on and as of the Closing Date (except full all such amounts but only to the extent that a representation or warranty expressly speaks such aggregate Losses and “Losses” as of a specified date or period of time and except as modified hereafter defined in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties EquiPower Agreement are in Sections 3.6(a) and 3.7 shall be read without regard to the words "as excess of the date hereof" and amount of the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"; provided, further, that solely for the purpose of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained thereinDeductible; (ii) only with respect to individual items where the Losses relating thereto are in excess of $250,000.00 (any failure by Parent to perform or comply with its covenants and agreements contained in this Agreement items less than such threshold shall not be aggregated for the purposes of the immediately preceding clause (excluding any covenant contained in Section 5.8 for which the exclusive remedy of Holdings shall be indemnification pursuant to Section 5.8i), the Transition Agreement and the Assignment and Assumption Agreement); and (iii) except only if such claims are made on or before the expiration of the survival period pursuant to Section 8.01 for the applicable representation, warranty, covenant or agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Indemnified Seller Entities and “Indemnified Seller Entities” as defined in the EquiPower Agreement be entitled in the aggregate to Losses and “Losses” as defined in the EquiPower Agreement in excess of the Cap. (d) This Section 9.02 is subject to the limitations set forth in Section 5.8, Section 8.1(g8.03(b), Section 8.2 and Section 8.3, the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect to the Restructuring and Closing), other than Losses relating to or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closing.

Indemnification by Parent. Subject to the other provisions of this Section 8.1, (a) Parent shall indemnify Holdings, its Subsidiaries and their present hold the CommerceWAVE Shareholders and former CommerceWAVE's directors, officers, officers and employees and agents (collectively, the "Holdings CommerceWAVE Indemnified Parties") harmless from and against against, and in respect agree promptly to defend each of the CommerceWAVE Indemnified Parties from and reimburse each of the CommerceWAVE Indemnified Parties for, any and all Losses incurred by losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including reasonable attorney fees and other legal costs and expenses) (collectively, a Holdings "CommerceWAVE Loss") that any of the CommerceWAVE Indemnified PartyParties may at any time suffer or incur, which may be imposed onor become subject to, sustained, incurred as a result of or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, to the extent relating to or arising out ofin connection with: (i) the failure any breach or inaccuracy of any of the representations or warranties of Parent contained in Article III (excluding the representations and warranties contained made by Parent or Sub in Section 3.8 and Section 3.11) to be true and correct on the date of this Agreement and on or pursuant hereto, or in any instrument, certificate or affidavit delivered by Parent or Sub at the Closing Date as though made on and as of in accordance with the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard to the words "as of the date provisions hereof" and the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"; provided, further, that solely for the purpose of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein; (ii) any failure by Parent or Sub to perform carry out, perform, satisfy and discharge any of its respective covenants, agreements, undertakings, liabilities or comply with its covenants obligations hereunder or under any of the documents and agreements contained in this Agreement (excluding any covenant contained in Section 5.8 for which the exclusive remedy of Holdings shall be indemnification materials delivered by Parent pursuant to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreementhereto; and (iii) except as 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(a). (b) Notwithstanding any other provision hereof to the contrary, Parent shall not have any liability under Section 8.1(a)(i) above (i) unless the aggregate of all CommerceWAVE 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 $10,000,000 in the aggregate, and (iii) unless the CommerceWAVE Shareholders have asserted a claim with respect to the matters set forth in Section 5.8, Section 8.1(g8.1(a)(i), or 8.1(a)(iii) to the extent applicable to Section 8.2 and Section 8.38.1(a)(i), within one year of the Effective Time. Notwithstanding any implication to the contrary contained herein, the businesses, operations parties acknowledge and assets agree that a decrease in the value of Parent or any Non-Bison Subsidiary (giving effect Stock would not, by itself, constitute a CommerceWAVE Loss, unless and to the Restructuring and Closingextent a decrease in the value of Parent Stock has been demonstrated to be as a result of any event described in Sections 8.1(a)(i), other than Losses relating to (ii) or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closing(iii) above.

Indemnification by Parent. Subject to From and after the other provisions of this Section 8.1Closing Date, Parent shall indemnify Holdingsand hold harmless the Fully-Diluted Stockholders, its Subsidiaries and each of their present and former respective directors, officers, employees and agents agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Holdings “Stockholder Indemnified Parties"”) from and against and in respect of any and all Losses incurred by a Holdings Indemnified Partyby, which may be imposed on, sustained, incurred or suffered by or assessed asserted against a Holdings any of the Stockholder Indemnified Party, directly or indirectly, to the extent relating to Parties in connection with or arising out of: from (i) the failure any breach by Parent or Merger Sub of its covenants and agreements contained herein or (ii) any breach by Parent or Merger Sub of the representations or warranties of Parent contained in Article III (excluding the its representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date herein; provided, that for purposes of this Agreement clause (ii), if any such representation or warranty is qualified by materiality, Parent Material Adverse Effect, the word “material” or by words of similar impact, such qualification or exceptions will, in all respects be ignored and on deemed not included in such representation or warranty; provided that (A) Parent shall be required to indemnify the Closing Date as though made on and as of the Closing Date (except Stockholder Indemnified Parties pursuant to Section 8.3(ii) only to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this the aggregate Losses indemnifiable pursuant to Section 8.1(b)(i)); 8.3(ii) exceed the Threshold (provided, that solely once the aggregate Losses exceed the Threshold, Parent shall be liable for the purpose payment of all Losses from the first dollar thereof and not merely the amounts in excess of the Threshold), (B) Parent shall not be required to indemnify the Seller Indemnified Parties pursuant to Section 8.3 in an aggregate amount in excess of $32,000,000 and (C) any claim for indemnification under this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 shall 8.3 must be read without regard made prior to the words "as of the date hereof" and the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"General Claim Termination Date; provided, further, that solely for the purpose of limitations described in Section 8.1(b)(i8.3 (A), the representations and warranties in Sections 3.3(b), 3.6(a(B) and (b), 3.7, 3.12 and 3.16 C) shall be read without regard not apply to any materiality Losses resulting from fraud or Material Adverse Effect qualifiers contained therein; (ii) any failure by Parent to perform or comply with its covenants and agreements contained in this Agreement (excluding any covenant contained in Section 5.8 for which intentional misrepresentation of Parent. To the exclusive remedy of Holdings shall be indemnification pursuant to Section 5.8), extent that the Transition Agreement and the Assignment and Assumption Agreement; and (iii) except as Parent’s undertakings set forth in this Section 5.88.3 may be unenforceable, Section 8.1(g), Section 8.2 and Section 8.3, Parent shall contribute the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect maximum amount that it is permitted under applicable law to the Restructuring payment and Closing), other than Losses relating to or arising out satisfaction of all indemnifiable liabilities incurred by the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-ClosingStockholder Indemnified Parties.

Indemnification by Parent. Subject to (a) From and after the other provisions of this Section 8.1Closing, Parent shall indemnify Holdingseach Stockholder and each of his, her or its Subsidiaries and their present and former officers, directors, officersemployees, employees subsidiaries, agents and agents (collectivelyrepresentatives against, the "Holdings Indemnified Parties") from and against and in respect of hold them harmless from, any and all Losses incurred by a Holdings Indemnified Party, which may be imposed on, sustained, incurred or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, to the extent relating to or arising out offrom: (i) the failure any breach of any of the representations representation or warranties warranty of Parent or Sub that is contained in Article III IV of this Agreement; or (excluding ii) the breach of any covenant of Parent or Sub that is contained in this Agreement or any other Transaction Agreement, which breach occurs before the Closing Date. (b) Parent shall not be required to indemnify any person, and shall not have any liability under Section 9.02(a)(i): (i) with respect to representations and warranties made by Parent unless the aggregate of all Losses for which the Stockholders would, but for this clause (i), be liable exceeds on a cumulative basis (and without duplication) an amount equal to the Deductible Amount, and then only to the extent of any such excess; provided, however, the limitations in this Section 9.02(b)(i) shall not apply to any Losses resulting from a breach of the representations and warranties contained made in Section 3.8 Sections 4.01 (Organization, Standing and Section 3.11Power), 4.02 (Parent Subsidiaries), 4.03 (Capital Structure), 4.04 (Authority; Execution and Delivery; Enforceability) to be true and correct on 4.18 (Brokers) (such representations and warranties, the date of this Agreement and on the Closing Date as though made on and as “Parent Fundamental Representations”); or (ii) in excess of the Closing Date (except to Indemnity Escrow Funds; provided, however, that the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter limitations in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a9.02(b)(ii) and 3.7 shall be read without regard not apply to the words "as any Losses resulting from a breach of the date hereof" Parent Fundamental Representations; and the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"; provided, further, that solely for the purpose of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein; (ii) any failure by Parent to perform or comply with its covenants and agreements contained in this Agreement (excluding any covenant contained in Section 5.8 for which the exclusive remedy of Holdings shall be indemnification pursuant to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreement; and (iii) except as set forth in Section 5.8, Section 8.1(g), Section 8.2 and Section 8.3, the businesses, operations and assets maximum liability of Parent or for any Non-Bison Subsidiary (giving effect and all such breaches of the Parent Fundamental Representations shall not exceed the total number of shares of Parent Common Stock actually paid to the Restructuring and Closing), other than Losses relating to or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-ClosingStockholders.

Indemnification by Parent. (a) Subject to the other provisions of this Section 8.1limitations set forth in Sections 9.1 and 9.2(b), subsequent to the Closing, Parent shall indemnify Holdingsindemnify, its defend and hold harmless Xxxxxxx and Xxxxxxx LLC and their respective Subsidiaries and Affiliates, and their present and former respective officers, directors, officersemployees, employees agents and agents representatives (collectively, the "Holdings “Xxxxxxx Indemnified Parties") from and ”), against and in respect of any and all Losses incurred by a Holdings Indemnified PartyLosses, which may be imposed onwithout duplication, sustained, incurred or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, to the extent relating to resulting from or arising out of: (i) the failure of any of the representations or warranties of made by Parent contained in Article III (excluding other than the representations and warranties contained made in Section 3.8 and Section 3.113.20, which are covered in Article VI) to be true and correct on the date of this Agreement and on the Closing Date as though when made on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard to the words "as of the date hereof" and the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"; provided, further, that solely for the purpose of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained thereindeemed made; (ii) the breach of any covenant or other agreement made or to be performed by Parent Parties under this Agreement; (iii) the failure by of Parent to perform or comply with its covenants and agreements contained in this Agreement discharge any of the Excluded Liabilities; (excluding any covenant contained in Section 5.8 for which iv) the exclusive remedy operations of Holdings shall be indemnification pursuant to Section 5.8)the Business, the Transition Agreement Business Assets, the Systems, SplitCo Sub or SplitCo prior to Closing, including without limitation, under the Contracts, Franchises and the Assignment and Assumption AgreementPermits contributed to SplitCo Sub (other than Assumed Liabilities); and (iiiv) except as claims by any Transferred Employee that is terminated by SplitCo Sub within ninety (90) days of the Closing Date for severance amounts payable under any Employee Benefit Plan maintained or contributed to by Parent or any of its Affiliates prior to the Closing Date. (b) Notwithstanding any other provision of this Agreement to the contrary, Parent shall not be required to indemnify and hold harmless any Xxxxxxx Indemnified Party pursuant to Section 9.2(a)(i) unless such Xxxxxxx Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 5.8, 9.1. No indemnification by Parent shall be due and payable under Section 8.1(g), Section 8.2 and Section 8.3, 9.2(a)(i) (with respect to Basket Breaches) until the businesses, operations and assets aggregate amount of Parent or any Non-Bison Subsidiary (giving effect to the Restructuring and Closing), other than Xxxxxxx Indemnified Parties’ Losses relating to those provisions exceeds $250,000 (the “Basket Amount”), and then only to the extent of such Losses in excess of such amount; provided, however, that the cumulative indemnification obligation of Parent for all such Losses shall in no event exceed $7,500,000 (the “Maximum Amount”). The limitation on indemnification set forth in this Section 9.2(b) shall not be applicable to any (x) Basket Exception Breach (and the Xxxxxxx Indemnified Parties will be entitled to indemnification with respect to any Basket Exception Breach without regard to the Basket Amount or the Maximum Amount), (y) any claim under clauses (ii)-(v) of Section 9.2(a), and (z) any claim based upon fraud or knowing misrepresentation. The provisions of Section 9.2(a) and this Section 9.2(b) will not be applicable to any of the matters for which indemnification is provided in Article VI, and, for the avoidance of doubt, the provisions of Article VI shall provide the exclusive remedy for any Taxes or Losses arising out of the failure of the Transactions to be Tax-Free. Notwithstanding any other provision of this Agreement to the contrary, Parent shall not be required to indemnify, defend or hold harmless any Xxxxxxx Indemnified Party against or reimburse a Xxxxxxx Indemnified Party for any Losses pursuant to Section 9.2(a), to the extent that such indemnification would represent a duplication of recovery by the Xxxxxxx Indemnified Parties (including to the extent that the cost or benefit related to such Loss was reflected in any adjustment to the Cash Amount contemplated by this Agreement). (c) Parent shall continue to indemnify, defend and hold harmless following the Closing, to the fullest extent provided under Parent’s Certificate of Incorporation or Bylaws or as permitted by applicable Law, any officer, director, employee or Affiliate of Xxxxxxx or Xxxxxxx LLC that, immediately prior to the Closing, served as an officer or director of Parent, against and in respect of any and all Losses resulting from or arising out of any and all actions, suits, proceedings, claims, or demands brought against such Person in their capacity as an officer or director of Parent by a stockholder of Parent (other than Xxxxxxx, Xxxxxxx LLC and their respective Affiliates), or brought on behalf of Parent, challenging the operation and conduct Transactions; provided, however, that no such indemnified Person shall be entitled to indemnification pursuant to this provision to the extent such action, suit, proceeding, claim or demand arises out of the Businessor relates to actions taken, commercial transactions with the Bison Subsidiaries or failed to be taken, by any Shivers Indemnified Person in the ordinary course violation of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closingthis Agreement.

Indemnification by Parent. (a) Subject to the other provisions of limitations set forth in this Section 8.18.3, from and after the Closing Date, Parent shall and Purchasers shall, jointly and severally, indemnify and hold harmless Holdings, its Subsidiaries Sellers and their present Affiliates (and former their respective directors, officers, employees agents and agents employees, successors and assigns) (collectively, the "Holdings each a “Seller Indemnified Parties"Party”) from and against and in respect of against: (i) any and all Losses incurred by a Holdings any Seller Indemnified Party, which may be imposed on, sustained, incurred or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, to the extent relating to or arising out of: (i) the failure Party resulting from any breach of any of the representations or warranties of Parent contained set forth in Article III (excluding the representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date 4 of this Agreement and on solely to the Closing Date as though made on and extent such representation or warranty is made, pursuant to the preamble to Article 4, as of the Closing Date (except for the sake of clarity, to the extent that a representation or warranty expressly is made as of the Closing Date pursuant to such preamble but speaks as of a specified date date, a breach of such representation or period of time and except as modified hereafter in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 warranty shall be read without regard subject to the words "as of the date hereof" and the representations and warranties in Sections 3.16(aindemnification pursuant to this clause (i) and (b) shall be read without regard by reference to the words "through and including the date hereof"; provided, further, that solely for the purpose of Section 8.1(b)(isuch specified date), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein; (ii) any and all Losses incurred by any Seller Indemnified Party resulting from any failure by to perform, or other breach of, any of the covenants or agreements of Parent to perform or comply with its covenants and agreements Purchasers, in either case contained in this Agreement Agreement; (excluding iii) any covenant contained in Section 5.8 for which the exclusive remedy of Holdings shall be indemnification pursuant to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreementall Losses incurred by any Seller Indemnified Party resulting from any Assumed Liability; and (iiiiv) except as other than, for the sake of clarity, (A) those matters for which Holdings and Sellers are to indemnify the Purchaser Indemnified Parties pursuant to Section 8.2(a)(iii) and (B) such Liabilities that are specifically excluded from this clause (iv) pursuant to footnote 1 to Schedule 2.5, any and all Losses incurred by any Seller Indemnified Party resulting from any Retained Liability set forth in Section 5.82.4(a) (which Losses shall include, Section 8.1(g), Section 8.2 and Section 8.3for the sake of clarity, the businessesRetained Liability itself). (b) No indemnification under Section 8.3(a)(i) shall be due unless the aggregate amount of all Losses (aggregating all indemnifiable matters under such Section) exceeds the Basket Amount in which case Parent and Purchasers shall provide indemnification with respect to such Losses in excess of the Basket Amount; provided, operations that the foregoing limitation shall not apply with respect to any breach of a representation or warranty contained in Sections 4.4, 4.5, 4.7, and assets 4.8. (c) The maximum amount of Parent Losses against which the Seller Indemnified Parties shall be entitled to be indemnified under Section 8.3(a)(i) shall be the Cap Amount; provided, that the foregoing limitation shall not apply with respect to any breach of a representation or any Non-Bison Subsidiary warranty contained in Sections 4.4, 4.5, 4.7, and 4.8 for which there shall be no maximum amount of Losses against which the Seller Indemnified Parties shall be entitled to be indemnified. (d) The amount of Losses subject to indemnification under this Section 8.3 shall be computed after giving effect to any Tax benefit actually realized and utilized in the Restructuring current Tax year and Closingany Tax detriment actually suffered, in each case, by the Seller Indemnified Parties and any insurance proceeds received by the Seller Indemnified Parties. In computing the Tax detriment actually suffered under this Section 8.3(d), Seller Indemnified Parties, in addition to taking into account all other than Tax detriments, shall be entitled to include the net present value of any lost depreciation or amortization or other Tax detriment in a taxable year in which there is a reasonable likelihood that such amount will be realized, using a discount rate of 10%. Notwithstanding the foregoing, this Section 8.3(d) shall not apply to Losses relating subject to or arising out of indemnification under Section 8.3(a)(iv) except as this Section 8.3(d) relates to insurance proceeds actually received by the operation and conduct of the BusinessSeller Indemnified Parties with respect to such Losses, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closingit being understood that Seller Indemnified Parties shall not have any obligation to seek such insurance proceeds.

Indemnification by Parent. Subject to (a) After the other provisions of this Section 8.1Effective Time, Parent shall indemnify Holdings, its Subsidiaries the Shareholders and their present and former directorsrespective affiliates, officers, employees directors, employees, agents, successors and agents assigns (collectively, the "Holdings Shareholder Indemnified Parties") from shall be ------------------------------- indemnified and against and in respect of held harmless by Parent for any and all Losses incurred by a Holdings Indemnified PartyLosses, which may be imposed on, sustained, incurred or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, to the extent relating to or arising out ofof or resulting from: (i) the failure breach of any representation or warranty made by Parent or the Merger Sub in the Acquisition Documents (in each case, solely for purposes of calculating the representations or warranties amount of Parent contained in Article III (excluding the representations any Loss pursuant to this Section 8.03, any and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date all qualifications of this Agreement and on the Closing Date as though made on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard to using the words "as material," "materiality," "Parent Material Adverse Effect," the negatives thereof, and words of the date hereof" and the representations and warranties in Sections 3.16(a) and (b) similar import, shall be read without regard to the words "through and including the date hereof"; providedexcluded, furtheras though, that solely for the purpose of Section 8.1(b)(i)such purposes, the representations and warranties representation or warranty in Sections 3.3(bquestion had been made without such qualification), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein; (ii) the breach of any failure covenant or agreement made by Parent or the Merger Sub in the Acquisition Documents to perform be performed on or comply with its covenants and agreements prior to the Effective Time; or (iii) the breach of any covenant or agreement made by Parent or the Merger Sub in the Acquisition Documents to be performed after the Effective Time. (b) Notwithstanding anything to the contrary contained in this Agreement Agreement, except with respect to claims based on fraud, intentional misrepresentation or with respect to the title of the Parent Common Stock: (excluding any covenant contained i) the maximum aggregate amount of indemnifiable Losses arising out of or resulting from the causes enumerated in Section 5.8 for 8.03(a)(i) and (ii) which the exclusive remedy of Holdings may be recovered from Parent shall be indemnification pursuant limited to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreement$9,000,000; and (iiiii) except as set forth in no indemnification payment by Parent with respect to any indemnifiable Loss otherwise payable under Section 5.8, Section 8.1(g), Section 8.2 8.03(a) and Section 8.3, the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect to the Restructuring and Closing), other than Losses relating to or arising out of or resulting from the operation causes enumerated in Section 8.03(a)(i) and conduct of the Business(ii) shall be payable until such time as all such indemnifiable Losses shall aggregate to more than $300,000, commercial transactions with the Bison Subsidiaries after which time Parent shall be liable for all indemnifiable Losses, exceeding, in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closingaggregate, $300,000.

Indemnification by Parent. Subject to the other provisions of limitations set forth in this Section 8.18.2, from and after the Closing Date, Parent shall indemnify Holdings, its Subsidiaries and hold harmless each of the Investors and each of their present and former directorsrespective direct or indirect Affiliates, officers, employees directors, members, managers, partners, employees, agents and agents other representatives (collectively, the "Holdings Investor Indemnified PartiesPersons") from and ), from, against and in respect of any and all Losses incurred by liabilities, losses, damages, fines, penalties, fees, costs and expenses (in each case, including reasonable attorneys' fees and expenses), whether or not involving a Holdings Indemnified Partythird party claim (collectively, which may be imposed on, sustained"Losses"), incurred or suffered by or assessed against such Investor Indemnified Persons as a Holdings Indemnified Party, directly or indirectly, to the extent relating to or arising out result of: (i) the failure any breach of, or inaccuracy in, any representation or warranty made by Parent in this Agreement or in any certificate delivered pursuant to this Agreement; or (ii) any breach or violation of any covenant or agreement of Parent pursuant to this Agreement or the other Transaction Agreements. For the purposes of clause (i) of this Section 8.2(a), the representations or and warranties of Parent contained in Article III (excluding the representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date 4 of this Agreement and on (other than the Closing Date as though made on and as first sentence of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i4.9), the representations and warranties or in Sections 3.6(a) and 3.7 any certificate delivered pursuant to this Agreement, shall be read without regard as if all qualifications as to materiality, including each reference to the words terms and phrases "as of the date hereofmaterial", "in all material respects" or like phrases, and the representations and warranties defined term "Parent Material Adverse Effect", were deleted therefrom in Sections 3.16(a) and determining whether there has been a breach of any such representation or warranty. (b) Limitations on Liability. (i) Investor Indemnified Persons shall not be entitled to assert any claim for indemnification under Section 8.2(a)(i) until such time as the aggregate of all indemnifiable Losses that Investor Indemnified Persons may have under Section 8.2(a)(i) exceed $5,000,000, and then Parent shall be read without regard to responsible for all Losses except the words "through and including the date hereof"; provided, further, that solely for the purpose first $2,500,000 of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein;such $5,000,000 threshold. (ii) any failure by The maximum aggregate liability of Parent to perform or comply with its covenants and agreements contained in this Agreement (excluding any covenant contained in for indemnification claims under Section 5.8 for which the exclusive remedy of Holdings 8.2(a)(i) shall be indemnification pursuant limited to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreement; and$15,000,000. (iii) except as The limitations set forth in Section 5.88.2(b)(i) and (ii) shall not be applicable to Losses incurred or suffered by Investor Indemnified Persons as a result of (A) any breach of, Section 8.1(g)or inaccuracy in, the Specified Representations or (B) fraud, intentional misrepresentation or intentional omission by Parent. (iv) The amount of Losses for which indemnification is available under this Section 8.2 and Section 8.3, shall be calculated net of any amounts actually recovered by the businesses, operations and assets of Parent or any Non-Bison Subsidiary Person entitled to seek indemnification hereunder (giving effect the "Indemnified Person") under insurance policies with respect to the Restructuring and Closing), other than Losses relating to or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closingsuch Losses.

Indemnification by Parent. Subject to the other provisions of this Section 8.16.1, from and after the Closing Date, Parent shall indemnify HoldingsPurchaser (which, its Subsidiaries and their present and former directors, officers, employees and agents (collectively, for purposes of this Section 6.1(b) shall include the "Holdings Indemnified Parties"FS Subsidiaries) from and against and in respect of any and all Losses incurred by a Holdings Indemnified PartyPurchaser (which, for purposes of this Section 6.1(b) shall include the FS Subsidiaries), which may be imposed on, sustained, incurred or suffered by or assessed against a Holdings Indemnified PartyPurchaser (which, for purposes of this Section 6.1(b) shall include the FS Subsidiaries), directly or indirectly, to the extent relating to or arising out of: (i) the failure any breach of any of the representations or warranties of Parent contained in Article III II or in the Officer's Certificate delivered at Closing pursuant to Section 5.2(c) (excluding the representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date of this Agreement and on the Closing Date as though made on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i2.11)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard to the words "as of the date hereof" and the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"; provided, further, that solely for the purpose of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein; (ii) any failure by Parent to perform or comply with its covenants and agreements contained in this Agreement (excluding any covenant contained in Section 5.8 4.6 for which the exclusive remedy of Holdings Purchaser shall be indemnification pursuant to Section 5.84.6), the Transition Agreement and the Assignment and Assumption Agreement; and; (iii) except as set forth in Section 5.8, Section 8.1(g), Section 8.2 and Section 8.3, any Losses of the businesses, operations and assets of Parent FS Business or any Non-Bison Subsidiary (giving effect to the Restructuring and Closing), other than Losses relating to or arising out of the operation and conduct of the Business, commercial transactions with the Bison FS Subsidiaries in the ordinary course of business related to any Remedial Work for pre-Closing and commercial transactions Releases of any Hazardous Substance ("Environmental Losses"), provided such Remedial Work is performed in accordance with the Bison provisions of Section 6.1(e) set forth below; provided, however, that Losses shall not include with respect to Owned Properties or Leased Properties, storage, handling or disposal costs of Hazardous Substances excavated or otherwise disturbed by or on behalf of Purchaser in connection with the repair, maintenance, replacement, demolition or expansion of the Owned Properties or Leased Properties or any improvement thereon when such excavation or disturbance is not otherwise required by Environmental Law due to Parent's breach of its obligations under this Agreement nor any Losses resulting from Purchaser's investigation or sampling to determine whether or to what extent a Release of Hazardous Substances has occurred, except to the extent such investigation or sampling is required under Environmental Law; (iv) any Litigation proceeding pending as of the date hereof by or before any domestic or foreign federal, national, state or local court, tribunal or agency, or by or before any arbitrator (the "Retained Litigation"); (v) the Excluded FS Businesses; (vi) any unpaid fees of professionals, including attorneys and investment banking firms, incurred by the FS Subsidiaries post-Closingfor services provided prior to Closing to the extent that such services relate to the Reorganization or the Transactions; or (vii) any outstanding severance obligations to Former Employees, and any liabilities, costs or expenses related solely to facilities that are not Owned Properties or Leased Properties, in each case only to the extent such liabilities, costs and expenses relate to actions taken prior to October 1, 2005 (collectively, "Restructuring Amounts").

Indemnification by Parent. Subject to From and after the other provisions of this Section 8.1Closing Date, Parent shall indemnify Holdingsand hold harmless the Fully-Diluted Stockholders, its Subsidiaries and each of their present and former respective directors, officers, employees and agents agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Holdings “Stockholder Indemnified Parties"”) from and against and in respect of any and all Losses incurred (after giving effect to any after tax effect actually realized by a Holdings such Stockholder Indemnified Party, which may be imposed on, sustainedParties) actually paid, incurred or suffered by or assessed against a Holdings any of the Stockholder Indemnified Party, directly or indirectly, to the extent relating to Parties in connection with or arising out of: from (i) the failure any breach by Parent or Merger Sub of its covenants and agreements contained herein or (ii) any breach by Parent or Merger Sub of the representations or warranties of Parent contained in Article III (excluding the its representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date herein (provided, that for purposes of this Agreement clause (ii), if any such representation or warranty is qualified by materiality, Parent Material Adverse Effect, the word “material” or by words of similar impact, such qualification or exceptions will, in all respects be ignored and on deemed not included in such representation or warranty); provided that (A) Parent shall be required to indemnify the Closing Date as though made on and as of the Closing Date (except Stockholder Indemnified Parties pursuant to Section 8.3(ii) only to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this the aggregate Losses indemnifiable pursuant to Section 8.1(b)(i)); 8.3(ii) exceed the Threshold (provided, that solely once the aggregate Losses exceed the Threshold, Parent shall be liable for the purpose payment of all Losses from the first dollar thereof and not merely the amounts in excess of the Threshold); and (B) any claim for indemnification under this Section 8.1(b)(i), 8.3 must be made during the representations and warranties survival period set forth in Sections 3.6(a) and 3.7 shall be read without regard to the words "as of the date hereof" and the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"Section 8.1; provided, further, that solely for the purpose of Section 8.1(b)(i), the representations and warranties limitations described in Sections 3.3(b), 3.6(a8.3(A) and (b), 3.7, 3.12 and 3.16 B) shall be read without regard not apply to any materiality Losses resulting from fraud or Material Adverse Effect qualifiers contained therein; (ii) any failure by Parent to perform or comply with its covenants and agreements contained in this Agreement (excluding any covenant contained in Section 5.8 for which intentional misrepresentation of Parent. To the exclusive remedy of Holdings shall be indemnification pursuant to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreement; and (iii) except as extent that Parent’s undertakings set forth in this Section 5.88.3 may be unenforceable, Section 8.1(g), Section 8.2 and Section 8.3, Parent shall contribute the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect maximum amount that is permitted under applicable law to the Restructuring payment and Closing)satisfaction of all indemnifiable liabilities incurred by the Stockholder Indemnified Parties. Notwithstanding the foregoing, other in no event shall the Stockholder Indemnified Parties be entitled to indemnification for any Loss which, individually, is in an aggregate amount less than Losses relating to or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closing$5,000.

Indemnification by Parent. Subject (a) If the Closing occurs and subject to the other provisions terms and conditions of this Section 8.1Article 8, Parent shall indemnify Holdingsindemnify, defend and hold harmless Buyer, and its Subsidiaries and their present and former directors, officers, employees employees, affiliates and agents (collectivelycontrolling persons, the "Holdings Indemnified Parties") from and against and in respect of any and all Losses asserted against, resulting to, imposed upon or incurred by a Holdings Indemnified Party, which may be imposed on, sustained, incurred or suffered by or assessed against a Holdings Indemnified Partyany such person, directly or indirectly, by reason of or resulting from (i) any breach of any of the representations and warranties of Parent; (ii) any breach of any covenant of Parent contained in this Agreement or (iii) any Indemnified Liability. For the avoidance of doubt, Buyer and its directors, officers, employees, affiliates and controlling persons, shall not be entitled to recover Losses under any of clauses (i) or (ii) of this Section 8.1(a) to the extent relating Parent has an indemnification obligation under clause (iii) of this Section 8.1(a). (b) Parent’s obligations under Section 8.1(a) shall be subject to or arising out ofthe following limitations: (i) Except as provided in clause (ii) and clause (x) of this Section 8.1(b), Parent’s obligations under Section 8.1(a)(iii) with respect to Specified Liabilities shall not be subject to the failure limitations provided in this Section 8.1(b); (ii) Parent’s liability for Losses arising out of clause (v) of the definition of Specified Liabilities in Section 11.17 at any of the representations or warranties of Parent contained in Article III Subsidiary Facilities other than the Delta Tupelo Facility (excluding the representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date of this Agreement and on the Closing Date as though made on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard to the words "as of the date hereof" and the representations and warranties in Sections 3.16(a) and (b“On-Site Contamination”) shall be read without regard limited to 75% of the words "through first $8,000,000 of Losses sustained by the Indemnified Parties as a result thereof, provided that once such Losses exceed $8,000,000 Parent shall be liable for 100% of all further Losses and including the date hereof"; provided, further, that solely Parent shall be liable for 100% of all Losses arising out of any contamination of the purpose soil or ground water at the Delta Tupelo Facility by Hazardous Substances; (iii) Parent shall not have any liability for Losses for any breach of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b)of Parent or for any Indemnified Liabilities unless the Loss arising therefrom exceeds $50,000, 3.6(a) and (b), 3.7, 3.12 and 3.16 provided that for purposes of determining whether the Losses arising out of a breach of a representation or warranty of Parent or for any Indemnified Liability exceed $50,000 breaches arising out of a series of related events shall be read without regard to any materiality or Material Adverse Effect qualifiers contained thereinaggregated; (iiiv) Parent shall not have any failure by liability for Losses for any breach of the representations and warranties of Parent or for any Indemnified Liabilities unless and until the aggregate of all Losses relating thereto for which Parent would, but for this clause (iv), be required to perform or comply with its covenants and agreements contained in this Agreement indemnify Buyer (excluding any covenant contained in Section 5.8 Losses for which Parent has no liability as a result of clause (iii) of this Section 8.1(b)) exceeds on a cumulative basis an amount equal to $5,000,000, at which point Parent, subject to clause (v) of this Section 8.1(b), shall indemnify Buyer for such Losses, but only to the exclusive remedy extent such Losses exceed $5,000,000; (v) Parent shall not have any liability for Losses for any breach of Holdings the representations and warranties of Parent or for Indemnified Liabilities to the extent the aggregate amount of Losses for which Parent would otherwise be liable exceeds $100,000,000; (vi) Parent shall not have any liability for Losses for any breach of the representations and warranties if Buyer had knowledge of such breach at the time of the Closing and failed to notify Parent of such breach in accordance with Section 4.5(b); (vii) Buyer shall have no right to indemnification under Section 8.1(a)(i) with respect to any Loss or alleged Loss if Buyer requested a reduction in the Net Asset Value reflected on the Closing Statement on account of any matter forming the basis for such Loss or alleged Loss; (viii) If a liability or reserve was reflected on the Final Closing Statement relating to any matter for which Buyer would otherwise be entitled to indemnification under Section 8.1(a)(i) or Section 8.1(a)(iii), then the calculation of Buyer’s Losses in respect of such matter shall be reduced by the full amount of such liability or reserve as reflected in the calculation of Net Asset Value on the Final Closing Statement and Buyer shall have no right to indemnification with respect to the amount of such Loss reflected as a liability or reserve on the Final Closing Statement; (ix) The obligations to indemnify and hold Buyer harmless pursuant to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreement; and (iii8.1(a)(i) except shall terminate as set forth in Section 5.83.3 and the obligations to indemnify and hold Buyer harmless pursuant to Section 8.1(a)(iii) shall terminate ten (10) years after the Closing Date, except that Parent’s obligations with respect to Specified Liabilities (other than as provided in clause (x) of this Section 8.1(g8.1(b), Section 8.2 and Section 8.3, the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect ) shall not be subject to the Restructuring foregoing limitation; provided, however, that such obligations to indemnify and Closing)hold harmless shall not terminate with respect to any item as to which Buyer shall have, other than prior to the expiration of such ten (10) year period, previously made a claim by delivering a notice that constitutes an Indemnification Notice and complies with the requirements therefor; and (x) The obligations to indemnify and hold Buyer harmless pursuant to Section 8.1(a)(iii) with respect to Losses relating to or arising out of On-Site Contamination shall terminate ten (10) years after the operation Closing Date; provided, however, that such obligations to indemnify and conduct hold harmless shall not terminate with respect to any Remedial Action with respect to any On-Site Contamination if a plan of remediation was adopted with respect to such On-Site Contamination prior to the Business, commercial transactions expiration of such ten (10) year period and Buyer has complied with the Bison Subsidiaries in the ordinary course requirements of business pre-Closing Section 8.3 and commercial transactions with the Bison Subsidiaries post-ClosingSection 8.4.

Indemnification by Parent. (a) Subject to the other provisions limitations of this Section 8.19.03(b) hereof, Parent shall agrees to indemnify Holdingsin full the Company's officers, its Subsidiaries and their present and former directors, officersemployees, employees agents, stockholders and agents subsidiaries (collectively, the "Holdings Company Indemnified Parties") from and hold them harmless against and in respect of any and all Losses incurred by a Holdings which the Company Indemnified PartyParties may suffer, which may be imposed onsustain or become subject to, sustained, incurred or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, (A) prior to the extent relating to or arising out of: first anniversary of the Effective Time, as a result of (i) the failure of any misrepresentation in any of the representations or and warranties of Parent contained in Article III this Agreement or in any of the Related Documents or (excluding the representations and warranties ii) any breach of, or failure to perform, any agreement of Parent contained in Section 3.8 and Section 3.11) to be true and correct on the date of this Agreement and or any of the Related Documents or (B) any Losses which the Company Indemnified Parties may suffer, sustain or become subject to at any time after the Effective Time arising as a result of the conduct of the business subsequent to the Closing Date or the consummation of the transactions contemplated hereby on the Closing Date as though made on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i)collectively, the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard to the words "as of the date hereof" and the representations and warranties in Sections 3.16(a) and Company Losses"). (b) shall Parent will be read without regard liable to the words "through Company Indemnified Parties for any Company Loss (i) only if Rohan delivers Parent a written notice, setting forth in reasonable detail the identity, nature and including amount of Company Losses related to such claim or claims prior to the date hereof"; provided, further, that solely for first anniversary of the purpose of Effective Time (other than with respect to Section 8.1(b)(i9.03(a)(B)), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein; (ii) any failure by only if the aggregate amount of all Company Losses exceeds the Basket Amount, in which case Parent to perform or comply with its covenants and agreements contained in this Agreement (excluding any covenant contained in Section 5.8 for which the exclusive remedy of Holdings shall be indemnification pursuant obligated to Section 5.8), indemnify the Transition Agreement Company Indemnified Parties for the total amount of all such Company Losses in excess of the Basket Amount and the Assignment and Assumption Agreement; and (iii) except as set forth for fraud, Parent's aggregate liability for all amounts under this Section 9.03 shall not exceed the Cap. Rohan's failure to provide the detail required by clause (i) in Section 5.8, Section 8.1(g), Section 8.2 and Section 8.3, the businesses, operations and assets preceding sentence shall not constitute either a breach of Parent this Agreement by Rohan or any Non-Bison Subsidiary (giving effect basis for Parent to assert that Rohan did not comply with the terms of this Section 9.03 sufficient to cause Rohan to have waived its rights under this Section 9.03, unless, and only to the Restructuring extent, such failure has materially and Closing), other than Losses relating adversely affected Parent's ability to or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closingdefend successfully such claim.

Indemnification by Parent. Subject to After the other provisions of this Section 8.1Effective Time, Parent shall indemnify Holdingsshall, its Subsidiaries in accordance with this Article 10 indemnify, defend, protect and hold harmless Buyer, the Surviving Company, the Buyer Bank, and their present respective assigns, successors and former directors, officers, employees and agents Affiliates (collectively, the "Holdings Indemnified Parties"“Buyer Indemnitees”) from and from, against and in respect of any all Actions asserted against, and all Losses incurred by a Holdings Indemnified Partyclaims, which may be imposed onlosses, liabilities, demands and obligations (including reasonable legal fees and expenses) (collectively, “Damages”) asserted against or suffered, sustained, incurred or suffered by or assessed against a Holdings Indemnified Partypaid by, directly or indirectlyany Buyer Indemnitee (collectively, to the extent relating to “Buyer Losses”) in connection with or arising out of: (ia) the failure breach or inaccuracy of any representation or warranty of the Company or Parent set forth in this Agreement or any other Transaction Document (disregarding for purposes of this Section 10.1(a) all qualifications or limitations set forth in any representations or warranties as to “material,” “materiality,” “Material Adverse Effect” and words of Parent contained in Article III (excluding the representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date of this Agreement and on the Closing Date as though made on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(isimilar import), the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard other than with respect to the words "as of the date hereof" and the representations and warranties in Sections 3.16(a) and a Transferred Loan that has been put to Parent pursuant to Section 8.16; (b) shall be read without regard any breach of or failure to perform any covenant or agreement in this Agreement or any other Transaction Document on the words "through and including part of the date hereof"; provided, further, that solely for the purpose of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality Company or Material Adverse Effect qualifiers contained thereinParent; (iic) any failure by Parent to perform or comply with its covenants and agreements contained in this Agreement (excluding any covenant contained in Section 5.8 Taxes for which the exclusive remedy of Holdings shall Buyer is entitled to be indemnification indemnified pursuant to Section 5.88.7(c); (d) any obligation of the Company or the Bank to repurchase any Loan sold by the Company or the Bank to a third party prior to the Effective Time (excluding, for avoidance of doubt, obligations under Section 8.16); (e) the Transition Agreement and Actions identified on Part 5.8 of the Assignment and Assumption AgreementCompany Disclosure Schedule (the “Known Litigation”); and (iiif) except as set forth in Section 5.8, Section 8.1(g), Section 8.2 and Section 8.3, the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect to the Restructuring and Closing), other than Losses relating to or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries Contract that is included in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-ClosingOther Transferred Assets at Parent’s request pursuant to Section 8.22(d).

Indemnification by Parent. Subject (a) If the Closing occurs and subject to the other provisions terms and conditions of this Section 8.1Article 8, Parent shall indemnify Holdingsindemnify, defend and hold harmless Buyer, and its Subsidiaries and their present and former directors, officers, employees employees, affiliates and agents (collectivelycontrolling persons, the "Holdings Indemnified Parties") from and against and in respect of any and all Losses asserted against, resulting to, imposed upon or incurred by a Holdings Indemnified Party, which may be imposed on, sustained, incurred or suffered by or assessed against a Holdings Indemnified Partyany such person, directly or indirectly, by reason of or resulting from (i) any breach of any of the representations and warranties of Parent; (ii) any breach of any covenant of Parent contained in this Agreement or (iii) any Indemnified Liability. For the avoidance of doubt, Buyer and its directors, officers, employees, affiliates and controlling persons, shall not be entitled to recover Losses under any of clauses (i) or (ii) of this Section 8.1(a) to the extent relating Parent has an indemnification obligation under clause (iii) of this Section 8.1(a). (b) Parent's obligations under Section 8.1(a) shall be subject to or arising out ofthe following limitations: (i) Except as provided in clause (ii) and clause (x) of this Section 8.1(b), Parent's obligations under Section 8.1(a)(iii) with respect to Specified Liabilities shall not be subject to the failure limitations provided in this Section 8.1(b); (ii) Parent's liability for Losses arising out of clause (v) of the definition of Specified Liabilities in Section 11.17 at any of the representations or warranties of Parent contained in Article III Subsidiary Facilities other than the Delta Tupelo Facility (excluding the representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date of this Agreement and on the Closing Date as though made on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard to the words "as of the date hereof" and the representations and warranties in Sections 3.16(a) and (bOn-Site Contamination") shall be read without regard limited to 75% of the words "through first $8,000,000 of Losses sustained by the Indemnified Parties as a result thereof, provided that once such Losses exceed $8,000,000 Parent shall be liable for 100% of all further Losses and including the date hereof"; provided, further, that solely Parent shall be liable for 100% of all Losses arising out of any contamination of the purpose soil or ground water at the Delta Tupelo Facility by Hazardous Substances; (iii) Parent shall not have any liability for Losses for any breach of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b)of Parent or for any Indemnified Liabilities unless the Loss arising therefrom exceeds $50,000, 3.6(a) and (b), 3.7, 3.12 and 3.16 provided that for purposes of determining whether the Losses arising out of a breach of a representation or warranty of Parent or for any Indemnified Liability exceed $50,000 breaches arising out of a series of related events shall be read without regard to any materiality or Material Adverse Effect qualifiers contained thereinaggregated; (iiiv) Parent shall not have any failure by liability for Losses for any breach of the representations and warranties of Parent or for any Indemnified Liabilities unless and until the aggregate of all Losses relating thereto for which Parent would, but for this clause (iv), be required to perform or comply with its covenants and agreements contained in this Agreement indemnify Buyer (excluding any covenant contained in Section 5.8 Losses for which Parent has no liability as a result of clause (iii) of this Section 8.1(b)) exceeds on a cumulative basis an amount equal to $5,000,000, at which point Parent, subject to clause (v) of this Section 8.1(b), shall indemnify Buyer for such Losses, but only to the exclusive remedy extent such Losses exceed $5,000,000; (v) Parent shall not have any liability for Losses for any breach of Holdings the representations and warranties of Parent or for Indemnified Liabilities to the extent the aggregate amount of Losses for which Parent would otherwise be liable exceeds $100,000,000; (vi) Parent shall not have any liability for Losses for any breach of the representations and warranties if Buyer had knowledge of such breach at the time of the Closing and failed to notify Parent of such breach in accordance with Section 4.5(b); (vii) Buyer shall have no right to indemnification under Section 8.1(a)(i) with respect to any Loss or alleged Loss if Buyer requested a reduction in the Net Asset Value reflected on the Closing Statement on account of any matter forming the basis for such Loss or alleged Loss; (viii) If a liability or reserve was reflected on the Final Closing Statement relating to any matter for which Buyer would otherwise be entitled to indemnification under Section 8.1(a)(i) or Section 8.1(a)(iii), then the calculation of Buyer's Losses in respect of such matter shall be reduced by the full amount of such liability or reserve as reflected in the calculation of Net Asset Value on the Final Closing Statement and Buyer shall have no right to indemnification with respect to the amount of such Loss reflected as a liability or reserve on the Final Closing Statement; (ix) The obligations to indemnify and hold Buyer harmless pursuant to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreement; and (iii8.1(a)(i) except shall terminate as set forth in Section 5.83.3 and the obligations to indemnify and hold Buyer harmless pursuant to Section 8.1(a)(iii) shall terminate ten (10) years after the Closing Date, except that Parent's obligations with respect to Specified Liabilities (other than as provided in clause (x) of this Section 8.1(g8.1(b), Section 8.2 and Section 8.3, the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect ) shall not be subject to the Restructuring foregoing limitation; provided, however, that such obligations to indemnify and Closing)hold harmless shall not terminate with respect to any item as to which Buyer shall have, other than prior to the expiration of such ten (10) year period, previously made a claim by delivering a notice that constitutes an Indemnification Notice and complies with the requirements therefor; and (x) The obligations to indemnify and hold Buyer harmless pursuant to Section 8.1(a)(iii) with respect to Losses relating to or arising out of On-Site Contamination shall terminate ten (10) years after the operation Closing Date; provided, however, that such obligations to indemnify and conduct hold harmless shall not terminate with respect to any Remedial Action with respect to any On-Site Contamination if a plan of remediation was adopted with respect to such On-Site Contamination prior to the Business, commercial transactions expiration of such ten (10) year period and Buyer has complied with the Bison Subsidiaries in the ordinary course requirements of business pre-Closing Section 8.3 and commercial transactions with the Bison Subsidiaries post-ClosingSection 8.4.

Indemnification by Parent. Subject to the other provisions of this Section 8.1, (a) Parent shall indemnify Holdingsand hold TWG, its Subsidiaries the TWG Shareholder and their present and former TWG's directors, officers, officers and employees and agents (collectively, the "Holdings TWG Indemnified Parties") harmless from and against against, and in respect agree promptly to defend each of the TWG Indemnified Parties from and reimburse each of the TWG Indemnified Parties for, any and all Losses incurred by losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including, without limitation, reasonable attorney fees and other legal costs and expenses) (collectively a Holdings "TWG Loss") that any of the TWG Indemnified PartyParties may at any time suffer or incur, which may be imposed onor become subject to, sustained, incurred as a result of or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, to the extent relating to or arising out ofin connection with: (i) the failure any breach or inaccuracy of any of the representations or warranties of Parent contained in Article III (excluding the representations and warranties contained made by Parent or Sub in Section 3.8 and Section 3.11) or pursuant to be true and correct on the date of this Agreement and on Agreement, or in any instrument, certificate or affidavit delivered by Parent at the Closing Date as though made on and as of in accordance with the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard to the words "as of the date provisions hereof" and the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"; provided, further, that solely for the purpose of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein; (ii) any failure by Parent to perform carry out, perform, satisfy and discharge any of its respective covenants, agreements, undertakings, liabilities or comply with its covenants and agreements contained in obligations under this Agreement (excluding or under any covenant contained in Section 5.8 for which of the exclusive remedy of Holdings shall be indemnification documents and materials delivered by Parent pursuant to Section 5.8), the Transition Agreement and the Assignment and Assumption this Agreement; and (iii) except as 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 this Section 8.1, (i) unless the aggregate of all TWG 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, and (ii) for amounts in excess of $2,075,000, and (C) unless the TWG Shareholder has asserted a claim with respect to the matters set forth in Section 5.88.1(a)(i) or 8.1(a)(iii) to the extent applicable to Section 8.1(a)(i) within twenty-four (24) months of the Effective Time. The parties acknowledge that a decrease in the value of Parent Stock would not, Section 8.1(gby itself, constitute a TWG Loss, but 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 Sections 8.1(a)(i), Section 8.2 and Section 8.3, the businesses, operations and assets of Parent (ii) or any Non-Bison Subsidiary (giving effect to the Restructuring and Closingiii), other than Losses relating to or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closingsuch decrease would constitute a TWG Loss.

Indemnification by Parent. (a) Subject to the other provisions limitations of this Section 8.19.3(b) and hereof, Parent shall agrees to indemnify Holdings, its Subsidiaries in full holders of Company Capital Stock immediately prior to the Effective Time and their present and former respective officers, directors, officersemployees, employees agents and agents subsidiaries (collectively, the "Holdings “Holder Indemnified Parties"”) and hold them harmless from and against and in respect any Losses which any of any and all Losses incurred by a Holdings the Holder Indemnified PartyParties may suffer, which may be imposed onsustain or become subject to, sustained, incurred arising from or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, to the extent relating to or arising out of: (i) the failure any inaccuracy or misrepresentation in or breach of any of the representations or and warranties of Parent contained in Article III this Agreement or other Related Documents, (excluding the representations and warranties ii) any breach of, or failure to perform, any covenant of Parent contained in Section 3.8 and Section 3.11this Agreement, or (iii) any Claims or threatened Claims against any Company Indemnified Party arising out of the actions or inactions of the Parent with respect to be true and correct on the date of this Agreement and on Parent’s business or the Closing Date as though made on and as of Property after the Closing Date (except collectively, the “Holder Losses”). (b) Parent will be liable to the extent that Holder Indemnified Parties for any Holder Loss (i) only if Shareholders’ Representative delivers to Parent a representation written notice, pursuant to Section 9.4 or warranty expressly speaks 9.5, as applicable, with respect to such Holder Indemnified Party’s claim to be indemnified for such Holder Losses prior to two years after the Closing Date, except for claims arising from a breach of any of the Extended Reps or any covenant the performance of which may or is specified to occur after the expiration of such two-year period, for which a specified date or claim may be brought through the survival period described in Section 9.1, and (ii) only if the aggregate amount of time and except as modified hereafter all Holder Losses exceeds the Basket Amount, in this Section 8.1(b)(i))which case Parent shall be obligated to indemnify the Holder Indemnified Parties for the total amount of all such Holder Losses in excess of the Basket Amount; provided, however, that solely for the purpose Basket Amount shall apply only to breaches of this Section 8.1(b)(i), the or inaccuracies in representations and warranties in other than Sections 3.6(a4.1 and 4.2 hereof and shall not apply to (i) and 3.7 shall be read without regard to the words "as any breaches of any covenants of the date hereof" and the representations and warranties Company set forth in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"; provided, further, that solely for the purpose Article V or Article VI of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality this Agreement or Material Adverse Effect qualifiers contained therein; (ii) any failure by Parent Holder Losses related to perform or comply with its covenants and agreements any action required to enforce the indemnification obligations contained in this Agreement (excluding Agreement. Except for actual fraud in connection with any covenant contained in breach or misrepresentation by Parent, Parent’s aggregate liability for all amounts under this Section 5.8 for which the exclusive remedy 9.3, including, but not limited to, costs of Holdings litigation and expenses related thereto, shall be indemnification pursuant to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreement; and (iii) except as set forth in Section 5.8, Section 8.1(g), Section 8.2 and Section 8.3, the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect not exceed an amount equal to the Restructuring and Closing), other than Losses relating to or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-ClosingCap.

Indemnification by Parent. Subject (a) From and after the Closing, and subject to the other provisions of this Section 8.1, Article 9 Parent shall indemnify Holdings, and hold harmless Buyer and each of its Subsidiaries and Affiliates and each of their present and former respective officers, directors, officers, employees and agents (collectively, the "Holdings Indemnified Parties"“Buyer Indemnitees”) from and against and in respect Parent’s Pro Rata Share of any and all Losses incurred by a Holdings Indemnified Party, which may be imposed on, sustained, incurred or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, to the extent relating to or arising out of: resulting from (i%4) the failure any breach of any of representation or warranty made by the representations or warranties of Parent contained Company in Article III 3 (excluding other than the representations and warranties contained set forth in Section 3.8 and Section 3.11) to be true and correct on the date 3.16), read for purposes of this Agreement Article 9 without reference to Company Material Adverse Effect, materiality, or similar qualifications (other than with respect to the representations and on warranties set forth in Sections 3.5, 3.6, 3.7, 3.8, 3.13(f) and 3.15(a), for which such qualifications shall not be read out) or (ii) any breach by the Company or Parent of any of its covenants or agreements contained herein; provided, however, that if Buyer has exercised its right to delay the Closing Date as though provided in Section 2.2, Parent shall not be required to indemnify and hold harmless the Buyer Indemnitees in respect of any breach of any representation or warranty made on and by the Company in Article 3 (for the avoidance of doubt, not including any breach that arises under Sections 3.2, 3.3, 3.15(d) or 3.20 as a result of the consummation of the transactions contemplated hereby) occurring after the Original Closing Date (except provided that, for the avoidance of doubt, this proviso shall not impact any liability for any breach by the Company or Parent of any of its covenants or agreements contained herein, regardless of when arising). (b) Notwithstanding anything to the contrary contained in this Section 9.2, the Buyer Indemnitees shall not be entitled to indemnification, or to otherwise make a claim for indemnity, under Section 9.2(a)(i) (%4) unless and until the aggregate amount of Losses that would otherwise be payable exceeds, on a cumulative basis, an amount equal to $172,500,000 (the “Indemnification Deductible”), and then only to the extent such Losses exceed the Indemnification Deductible and (%4) where the amount of Losses with respect to such claim (or related series of claims arising from the same facts and circumstances) does not exceed $250,000 (the “De Minimis Amount”) (and the amount of such Losses with respect to such claims that a representation or warranty expressly speaks as do not exceed the De Minimis Amount shall not be aggregated for purposes of a specified date or period of time and except as modified hereafter the Indemnification Deductible in this Section 8.1(b)(ithe preceding clause (b)(i)); provided, however, that solely neither the Indemnification Deductible nor the De Minimis Amount shall apply with respect to any claim by a Buyer Indemnitee for the purpose indemnification for any breach of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard to the words "as any Fundamental Representation of the date hereof" and the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"; provided, further, that solely for the purpose of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein; (ii) any failure by Parent to perform or comply with its covenants and agreements contained in this Agreement (excluding any covenant contained in Section 5.8 for which the exclusive remedy of Holdings shall be indemnification pursuant to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreement; and (iii) except as set forth in Section 5.8, Section 8.1(g), Section 8.2 and Section 8.3, the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect to the Restructuring and Closing), other than Losses relating to or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-ClosingCompany.

Indemnification by Parent. Subject to (a) After the other provisions of this Section 8.1Effective Time, Parent shall indemnify Holdings, its Subsidiaries ------------------------- the Shareholders and their present and former directorsrespective affiliates, officers, employees directors, employees, agents, successors and agents assigns (collectively, the "Holdings Shareholder ----------- Indemnified Parties") from shall be indemnified and against and in respect of held harmless by Parent for any ------------------- and all Losses incurred by a Holdings Indemnified PartyLosses, which may be imposed on, sustained, incurred or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, to the extent relating to or arising out ofof or resulting from: (i) the failure breach of any representation or warranty made by Parent or the Merger Sub in the Acquisition Documents (in each case, solely for purposes of calculating the representations or warranties amount of Parent contained in Article III (excluding the representations any Loss pursuant to this Section 9.03, any and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date all qualifications of this Agreement and on the Closing Date as though made on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard to using the words "as material," "materiality," "Parent Material Adverse Effect," the negatives thereof, and words of the date hereof" and the representations and warranties in Sections 3.16(a) and (b) similar import, shall be read without regard to the words "through and including the date hereof"; providedexcluded, furtheras though, that solely for the purpose of Section 8.1(b)(i)such purposes, the representations and warranties representation or warranty in Sections 3.3(bquestion had been made without such qualification), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein; (ii) the breach of any failure covenant or agreement made by Parent or the Merger Sub in the Acquisition Documents to perform be performed on or comply with its covenants and agreements prior to the Effective Time; or (iii) the breach of any covenant or agreement made by Parent or the Merger Sub in the Acquisition Documents to be performed after the Effective Time. (b) Notwithstanding anything to the contrary contained in this Agreement Agreement, except with respect to claims based on fraud: (excluding any covenant contained i) the maximum aggregate amount of indemnifiable Losses arising out of or resulting from the causes enumerated in Section 5.8 for 9.03(a)(i) and (ii) which the exclusive remedy of Holdings may be recovered from Parent shall be indemnification pursuant limited to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreement$3,500,000; and (iiiii) except as set forth in no indemnification payment by Parent with respect to any indemnifiable Loss otherwise payable under Section 5.8, Section 8.1(g), Section 8.2 9.03(a) and Section 8.3, the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect to the Restructuring and Closing), other than Losses relating to or arising out of or resulting from the operation causes enumerated in Section 9.03(a)(i) and conduct of (ii) shall be payable until such time as all such indemnifiable Losses shall aggregate to more than $3,500,000, after which time Parent shall be liable only for all indemnifiable Losses, including the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closingfirst $3,500,000. In no event shall Parent be liable for consequential damages under this Agreement.

Indemnification by Parent. (a) Subject to the other provisions terms and conditions of this Section 8.1Article 8, Parent shall indemnify Holdingsand hold harmless Buyer and its owners, its Subsidiaries and their present and former directors, officers, employees and controlling persons and Buyer’s 401(k) Plan and the Buyer 401(k) Trust and their respective shareholders, directors, employees, trustees, fiduciaries, administrators and agents (collectively, the "Holdings Indemnified Parties"“Buyer Indemnitees”) from and against and in respect of any and all Losses asserted against, resulting to, imposed upon or incurred by a Holdings Indemnified Party, which may be imposed on, sustained, incurred or suffered by or assessed against a Holdings Indemnified Partyany such person, directly or indirectly, by reason of or resulting from (i) any breach of the representations and warranties made by Sellers in Section 3.1 of this Agreement or in the certificate delivered by Parent pursuant to Section 6.1, (ii) any breach of any covenant by any of the Sellers contained in this Agreement, (iii) any Excluded Liabilities, (iv) any claim that relates to Parent’s 401(k) Plan, the Parent 401(k) Trust or any Transferred accounts under the Parent 401(k) Trust, that is attributable to, or has as a basis, any act or omission or thing whatsoever, alleged to have occurred on or prior to the extent relating Transfer, or (v) the matters set forth in Item 8 of Schedule 3.1(p). (b) Parent’s obligations under Section 8.1(a) shall be subject to or arising out ofthe following limitations: (i) the failure Except with respect to breaches of any of the representations or warranties of Parent contained in Article III (excluding the representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date of this Agreement and on the Closing Date as though made on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time Fundamental Representations, and except for breaches of representations as modified hereafter in this a result of fraud, gross negligence and willful misconduct, Parent shall not have any indemnification obligation for Losses under Section 8.1(b)(i)); provided8.1(a)(i) unless and until the aggregate of all Losses relating thereto for which Parent would, that solely but for the purpose of this Section 8.1(b)(i), be required to indemnify the representations and warranties in Sections 3.6(a) and 3.7 Buyer Indemnitees exceeds on a cumulative basis an amount equal to $150,000, at which point Parent, subject to Section 8.1(b)(ii), shall be read without regard indemnify Buyer for such Losses, but only to the words "as of the date hereof" and the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"; provided, further, that solely for the purpose of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein;extent such Losses exceed $100,000. (ii) Except with respect to breaches of Fundamental Representations, and except for breaches of representations as a result of fraud, gross negligence and willful misconduct, Parent shall not have any failure by Parent indemnification obligation for Losses under Section 8.1(a)(i) to perform or comply with its covenants and agreements contained in this Agreement (excluding any covenant contained in Section 5.8 the extent the aggregate amount of Losses for which the exclusive remedy of Holdings shall Parent would otherwise be indemnification pursuant to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreement; andliable exceeds $4,000,000. (iii) except Parent shall not have any indemnification obligation to the extent any Losses under Section 8.1(a)(i) were included as a liability or reserve in the calculation of the Net Working Capital pursuant to Section 2.2. (iv) Parent’s indemnification obligations under Section 8.1(a)(i) shall terminate as to each representation and warranty upon the expiration thereof pursuant to Section 3.3; provided, however, that such obligations shall not terminate with respect to any item as to which a Buyer Indemnitee shall have, prior to the expiration of the applicable representation and warranty, previously made a claim by delivering a notice that constitutes an Indemnification Notice and complies with the requirements therefore, but only with respect to the content of, and on the basis set forth in Section 5.8in, Section 8.1(g), Section 8.2 and Section 8.3, the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect to the Restructuring and Closing), other than Losses relating to or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closingsuch Indemnification Notice.

Indemnification by Parent. Subject to the other provisions of this Section 8.1terms and limitations set forth herein, Parent shall indemnify Holdingsindemnify, defend and hold harmless Purchaser, each of its Subsidiaries Affiliates and each of their present and former directors, officers, employees and agents respective Representatives (collectivelytogether, the "Holdings “Purchaser Indemnified Parties"”) from and against and in respect of any and all Losses incurred by a Holdings Indemnified Partylosses, which may be imposed onliabilities, sustainedobligations, incurred or suffered by or assessed against a Holdings Indemnified Partyclaims (including any third party claims), directly or indirectlysuits, to the extent damages, civil and criminal penalties and fines, costs and expenses, Taxes, levies, imposts, duties, deficiencies, assessments and charges, including any reasonable attorneys’ fees (“Indemnifiable Losses”), relating to to, resulting from or arising out ofof the following: (ia) the failure of any breach of the Parent’s representations or and warranties of Parent contained in Article III this Agreement (excluding other than the representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date of this Agreement and on the Closing Date as though made on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i3.4(b)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard to the words "as of the date hereof" and the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"; provided, further, that solely for the purpose of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein; (iib) any failure by Parent to perform any covenant or comply with its covenants and agreements undertaking by Parent contained in this Agreement (excluding or any failure by Parent or its Affiliates to have performed any covenant or undertaking in any other Transaction Document to which Parent or such Affiliate is a party (in each case, after giving effect to any applicable time periods for cure; (c) any breach of the Parent’s representations and warranties contained in Section 5.8 for which the exclusive remedy of Holdings shall be indemnification pursuant to Section 5.83.4(b); (d) any Excluded Liability set forth in clauses (i)(C), the Transition Agreement and the Assignment and Assumption Agreement(ii)(A), or (ii)(B) of Section 2.3(b); (e) any Excluded Liability set forth in clauses (i)(A), (i)(B), (i)(D) or (ii)(C) of Section 2.3(b); and (iiif) except as set forth in Section 5.8any Liabilities for Taxes, Section 8.1(g), Section 8.2 and Section 8.3, the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect to the Restructuring and Closing), other than Losses relating to extent arising from the ownership or arising out operation of the operation Branches and conduct of the Business, commercial transactions with Business prior to the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-ClosingDate.