Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses losses, damages, deficiencies, claims, causes of action or expenses of any nature (including, but not limited to, reasonable attorneys' fees and legal or other expenses associated with investigation, defense and discovery) suffered or incurred by any Seller Indemnitee before or after the Transfer Date which result from: (a) Any material misrepresentation made by Purchaser in this Agreement, or in any schedule, written statement or certificate furnished by Purchaser pursuant to this Agreement; (b) Any breach of a representation or warranty by Purchaser, or the non-fulfillment of any covenant term, covenant, condition or obligation of Purchaser contained in this Agreement; and, any Reconstitution Agreement, the Interim Servicing Agreement or in any schedule, written statement or certificate furnished by Purchaser pursuant to this Agreement; (bc) Any error of Purchaser in servicing any of the Mortgage Loans after the Transfer Date including improper action or failure to act when required to do so; (d) Purchaser's failure to permit Seller to examine records; or (e) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, decrees the basis for which occurred on or after the Agreement Date, Transfer Date involving the Servicing or any of the Mortgage Loans or resulting from any of the items described in Section 11.02(a10.02(a)-(d) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation expenses. Purchaser shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the promptly notify Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, injunctions or decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”)specified above. Upon receipt of such notice of a Third Party Claimnotice, Purchaser Seller shall have the right to assume participate in the selection of counsel and the defense of such Third Party Claim using counsel of its choice thereof; provided, however, that if Seller reasonably satisfactory concludes that there may be legal defenses available to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of it that are different from or in addition to those available to Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withhelditself. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 10.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material Purchaser shall indemnify Seller against and agrees to hold Seller harmless from any and all damage, loss, liability and expense (including without limitation, reasonable attorneys’ fees and expenses in connection with any action, claim, suit or proceeding brought against Seller and/or its Affiliate(s)) and the cost of remedial action under applicable laws and regulations incurred or suffered by Seller and/or its Affiliates arising out of (i) any and all acts and omissions of Purchaser before or after the Closing Date, whether or not such acts are negligent, unlawful or otherwise wrongful in any manner, in connection with the transactions contemplated by this Agreement, including without limitation Purchaser’s efforts to become the owner of the NDA, to amend or supplement the NDA, and to validate, continue or improve any process for or related to the manufacture of the Product, (ii) any misrepresentation or breach of a covenant, agreement, representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and, or (iii) any Assumed Liability. Without limitation of the foregoing, Purchaser acknowledges and agrees that its indemnification obligations under this section 8.3 include indemnifying Seller and holding Seller harmless against any liability which may be asserted under the “Best Price” provisions of the Federal Medicaid statute (42 U.S.C. Section 1396r-8) in the event that Purchaser raises the price of the Product after the Closing Date. (b) Litigation, proceedings, governmental investigations, orders, injunctions If Seller or decrees, the basis for any Affiliate thereof has retained any liability which occurred after the Agreement Date, resulting from any would otherwise be an Assumed Liability as a result of the items described in Section 11.02(a) above; provided, however, that failure to obtain the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes consent of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any a third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of transfer such notice of a Third Party Claimliability to Purchaser, Purchaser shall have the right indemnify Seller against and agrees to assume the defense of hold Seller harmless from any such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement liability incurred with respect to any period beginning on or after the Third Party Claim without Closing Date, provided that Seller notifies Purchaser of the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise existence of such rights by failure to obtain consent in a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under notice expressly referring to this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim8.3 (b).

Indemnification by Purchaser. Subject to the provisions of this Article VII, from and after the Closing, Purchaser shall indemnify, defend agrees to indemnify and hold Sellerharmless the Seller Parent Indemnified Parties and the Purchaser Parent Indemnified Parties (collectively, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller IndemniteesParent Indemnified Parties”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach from and against any and all Losses (other than Taxes arising out of a representation Tax Claim, which are the subject of Section 6.5(d)) that any such Parent Indemnified Party suffers or warranty incurs to the extent resulting from (i) any Assumed Liability; (ii) any Purchaser Liability; or (iii) any New Consumer Healthcare Business Liability, and (b) from and against any and all Losses (other than Taxes arising out of a Tax Claim, which are the subject of Section 6.5(d)) that any such Parent Indemnified Party suffers or incurs to the extent resulting from any breach following the Closing by Purchaser, or non-fulfillment Purchaser of any covenant or obligation agreement expressly made by Purchaser in this Agreement or in any Ancillary Implementing Agreement, in its capacity as a Party hereto (and not in its capacity as an Affiliate or Subsidiary of Purchaser contained Parent), which covenant or agreement by its terms contemplates actions or imposes obligations following the Closing, provided that to the extent that any of the Parent Indemnified Parties have a claim under clause 14.2 (Indemnification) of the Asset Transfer Framework Agreement, such Parent Indemnified Party shall have no claim, and the Purchaser shall have no liability, under this Section 7.2 in this Agreement; andrespect of the same Loss.” (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any The following new defined terms shall be inserted in alphabetical order in Section 1.1 of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.SAPA:

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (ai) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (bii) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a10.01(a)(i) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses Losses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 10.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses Losses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.0210.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser; provided, which shall not be unreasonably withheldhowever, Purchaser may enter into a settlement without the Seller Indemnitee’s prior consent if Purchaser obtains a full and unconditional release from liability for the Third Party Claim in favor of the Seller Indemnitee. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheldparticipate in its defense at its own expense. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 10.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.indemnification

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; . provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser Seller of its indemnification obligations in this Section 11.02 11.012 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. Purchaser shall Subject to the limitations set forth in Section 13.3, from and after the Closing, Parent and Purchaser, jointly and severally, agree to indemnify, defend and hold harmless Seller, its affiliates the Selling Members, and its and each of their respective directorsmembers, managersshareholders, officers, directors, employees, agents, representatives and advisors affiliates, successors or assigns (the “each, a "Seller Indemnitees”Party") harmless from and shall reimburse the applicable any loss, damage or expense (including reasonable attorneys' fees) which a Seller Indemnitee Party may incur, suffer or become liable for any Losses suffered as a result of or incurred by any Seller Indemnitee which result from: in connection with (a) Any material the inaccuracy or breach of a any representation or warranty by Purchaser, of Purchaser or non-fulfillment Parent contained in this Agreement; (b) the breach of any covenant or obligation agreement of Purchaser contained in this Agreement; and or (bc) Litigationany assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, proceedingsin both cases, governmental investigationsincluding, orders, injunctions or decreeswithout limitation, the basis for which occurred assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Agreement Effective Date, resulting from including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes as a result of the items described in Section 11.02(a) abovetransactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraph; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions failure to mitigate any give such losses, damages, deficiencies, claims, causes notice shall not affect the obligations of action or expenses as reasonably requested by Purchaser, which Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; interest between a Seller Party and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party ClaimPurchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory claim at any time prior to the applicable settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller IndemniteeParty, but may not enter into any settlement provided Purchaser will not, without the prior Seller Party's written consent of Purchaserconsent, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not settle or compromise any claim or consent to the any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a judgment or enter into any settlement with Seller Party a release from all Liability in respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claimclaim.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates Seller and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) Related Parties harmless from and shall reimburse the applicable Seller Indemnitee and its Related Parties for any Losses suffered or incurred by any Seller Indemnitee which or its Related Parties that result fromfrom or arise out of: (a) Any material breach of a representation or warranty by Purchaser, or ; (b) Any non-fulfillment of any covenant or obligation of Purchaser contained in this AgreementAgreement or in the Interim Servicing Addendum; (c) Any failure by Purchaser or its designee’s to service any of the Mortgage Loans and Mortgage Servicing Rights after each Servicing Transfer Date in compliance with all Applicable Requirements, except if and to the extent such failure results from a breach of a representation or warranty by Seller or any prior act or omission of Seller or any originator or prior servicer in violation of Applicable Requirements; and (bd) LitigationSeller’s cooperation with Purchaser’s financing efforts pursuant to Section 7.24 hereof, proceedingsincluding the arrangement of such financing and information provided by Seller for such purpose and utilized in connection therewith, governmental investigations, orders, injunctions or decrees, without regard to the basis for which occurred after the Agreement Date, resulting from any relative fault of the items described in Section 11.02(a) aboveParties or any other equitable considerations, except to the extent that such information provided by Seller is materially inaccurate; provided, however, that the applicable Seller Indemnitee or Related Party has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02Losses. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”), provided, however, that the failure to give such notification will not affect the indemnification provided hereunder unless the Purchaser is materially prejudiced by such failure and had no actual knowledge of such Third Party Claim, and then only to the extent of such prejudice. Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to Seller; provided, however, Purchaser shall obtain the applicable prior written approval of Seller Indemnitee, but may not enter before entering into any settlement without the prior written consent of Purchasersuch Third Party Claim that includes any non-monetary relief, remedies or obligations that would be applicable to Seller, which approval shall not be unreasonably withheld. A In the event Seller Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or in addition to those available to Purchaser, Seller shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required agrees to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Third Party Claim.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser Seller of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. (a) From and after the Closing, and subject to the terms of this Agreement (including the applicable limitations set forth in this Article X and elsewhere in this Agreement), Purchaser shall indemnify, defend and hold harmless Seller, its affiliates and its Affiliates and their respective directors, managersofficers, officersagents, employees, agentssuccessors and assigns (collectively, representatives and advisors (the “Seller IndemniteesIndemnified Parties”) harmless from against, and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which Indemnified Party for, all Losses that such Seller Indemnified Party may suffer or incur, or become subject to, without duplication, as a result fromof: (ai) Any material breach the failure of a any representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in Article IV to be true and correct at and as of the Closing; provided that for purposes of this AgreementSection 10.3(a)(i) any qualifications as to materiality or other similar materiality qualifications included in such representation or warranty shall be disregarded for purposes of the determination of whether or not such breach has occurred and for purposes of calculating the amount of any Losses subject to indemnification hereunder; (ii) any breach or failure by Purchaser to perform any of its covenants or agreements contained in this Agreement to the extent such covenants or agreements contemplate performance after the Closing; (iii) any Assumed Liability; and (iv) except for Losses with respect to which Seller is expressly obligated to indemnify the Purchaser Indemnified Parties pursuant to Section 10.2 and except for any Losses to the extent resulting from a breach by Seller or any of its Affiliates of any Ancillary Agreement, the ownership or operation of the Transferred Assets or the Program Business after the Closing. (b) Litigation, proceedings, governmental investigations, orders, injunctions or decreesNotwithstanding anything in this Agreement to the contrary, the basis rights of the Seller Indemnified Parties to indemnification pursuant to this Article X shall be subject to the following limitations (in addition to any other limitations set forth herein). (i) The Seller Indemnified Parties shall not be entitled to recover for which occurred after the Agreement Date, resulting any particular Loss under Section 10.3(a)(i) that arises from any individual item, occurrence, circumstance, act or omission (or series of the items described in Section 11.02(arelated items, occurrences, circumstances, acts or omissions) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable unless and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect until the amount of such obligation; and further providedall Losses resulting therefrom exceeds the De Minimis Threshold, that nor shall any Losses incurred excluded pursuant to this Section 10.3(b)(i) be taken into account for purposes of determining whether the General Cap has been exceeded in respect of claims made by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Indemnified Parties. (ii) The Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which Indemnified Parties shall not be unreasonably withheld. A entitled to recover Losses under Section 10.3(a)(i) until the total amount of Losses for which the Seller Indemnitee Indemnified Parties would recover under Section 10.3(a)(i) (as limited by Section 10.3(b)(i)), exceeds $67,000,000, in which case the Seller Indemnified Parties shall have the right only be entitled to select separate counsel and to otherwise separately defend itself but shall not consent recover Losses in excess of such amount, subject to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent other limitations herein (including Section 10.3(b)(iii)). (iii) The Seller Indemnified Parties shall not be unreasonably withheld. Any exercise entitled to recover Losses under Section 10.3(a)(i) in excess of such rights by a Seller Indemnitee the General Cap. (iv) The limitation set forth in Section 10.3(b)(iii) shall not relieve apply to any Purchaser of its obligations and liabilities Specified Representations. (v) The Seller Indemnified Parties shall not be entitled to recover Losses under this Article X (including, for the avoidance of doubt, any Losses pursuant to Section 11.02 10.3(a)(i) (whether in respect of Purchaser Specified Representations or any other provision otherwise)) in the aggregate that are in excess of, and in no event shall the indemnification obligations of this Agreement. With respect to any Third Party Claim subject to indemnification Purchaser under this AgreementArticle X in the aggregate exceed, an amount equal to the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimPurchase Price.

Indemnification by Purchaser. (a) Purchaser hereby agrees that it shall indemnify, defend (as provided herein) and hold Sellerharmless the Asset Selling Corporations, its affiliates and its and their Subsidiaries, Affiliates, and, if applicable, their respective directors, managers, officers, employeesshareholders, agentspartners, representatives attorneys, accountants, agents and advisors employees and their heirs, successors and assigns (the “Seller IndemniteesIndemnified Parties”) harmless from from, against and shall reimburse in respect of any damages, claims, losses, charges, actions, suits, proceedings, deficiencies, interest, penalties, and reasonable costs and expenses (including reasonable attorneys’ and consultants’ fees) (collectively, “Losses”) imposed on, sustained, incurred or suffered by or asserted against any of the applicable Seller Indemnitee for Indemnified Parties by reason of (i) any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a any representation or warranty made by Purchaser, or non-fulfillment Purchaser contained in this Agreement; (ii) the breach of any covenant or obligation agreement of Purchaser contained in this Agreement; and(iii) the Assumed Liabilities and (iv) the ownership of and activities involving the Conveyed Assets from and after the Closing. (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, Notwithstanding the basis for which occurred after the Agreement Date, resulting from any provisions of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party ClaimArticle 6, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory not be liable to the applicable Seller Indemnitee, but may not enter into Indemnified Parties for any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement Losses with respect to the Third Party Claim without matters contained in Section 6.2(a)(i) except to the prior written consent extent the Losses therefrom exceed $470,000, in which event Purchaser shall be liable to the Seller Indemnified Parties for all such Losses in excess of Purchasersuch amount, which consent 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 6.2(a)(ii), (iii) or (iv) or (y) Losses to the extent resulting from fraud and (ii) the cap for Losses arising from breaches of Section 4.2 shall be unreasonably withheldthe Purchase Price instead of $3,550,000. Any exercise of such rights by a In no event shall Purchaser be liable to the Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this AgreementIndemnified Parties for Losses exceeding, in the aggregate, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimPurchase Price.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Sale Date, resulting from any of the items described in Section 11.02(a10.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaserexpenses, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 10.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 10.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hereby does indemnify and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for against and in respect of any Losses suffered or and all loss, damage and expense incurred by Seller, resulting from, arising out of, attributable to, or in any Seller Indemnitee which result frommanner connected with: (a) Any material breach matter in respect of a representation which Purchaser shall have made any misrepresentation, breached any warranty made pursuant to this Agreement or warranty by Purchaser, or non-fulfillment of failed to fulfill any covenant or obligation agreement on the part of Purchaser contained in this Agreement or in any Exhibit, Schedule or certificate or other document delivered, or to be delivered, by Purchaser to Seller in connection with this Agreement; and (b) LitigationAny and all actions, suits, proceedings, governmental investigationsdemands, ordersassessments or judgments, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action costs or expenses as reasonably requested by Purchaser(including reasonable legal and accounting fees and investigation costs) incident to the foregoing and the enforcement thereof. If any event shall occur or any circumstance arises which might give rise to a claim in respect of any matter against which Purchaser has indemnified Seller hereunder, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify give notice thereof to Purchaser promptly within thirty (30) days after receiving written notice of said claim shall have been presented to it and, unless the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claimparties otherwise agree in writing, Purchaser shall have the right to assume the defense of such Third Party Claim using defend against said claim or otherwise satisfy said claim, at its sole cost and expense, through counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaserand accountants designated by Purchaser and approved by Seller, which approval shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel participate with Purchaser in the defense of any such matter and shall fully cooperate with and make available to otherwise separately defend itself but shall not consent to Purchaser the entry business records of Seller for said purpose. If Purchaser, after receipt of notification from Seller of a judgment thirty-party claim, fails to protest, defend or enter into settle any such third-party claim, demand, suit or proceeding promptly, diligently and in good faith, Seller shall have the right in its discretion to settle, defend or pay the same, in which event, Purchaser's indemnity shall extend to and include the amount of said settlement with respect to or payment and/or the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise costs and legal expenses of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claimdefense.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Original Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a10.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses Losses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 10.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses Losses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.0210.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser; provided, which shall not be unreasonably withheldhowever, Purchaser may enter into a settlement without the Seller Indemnitee’s prior consent if Purchaser obtains a full and unconditional release from liability for the Third Party Claim in favor of the Seller Indemnitee. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheldparticipate in its defense at its own expense. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 10.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. The Purchaser shall indemnify, defend and hold Seller, its affiliates indemnify the Company and its and their respective stockholders, directors, managers, officers, employees, agents, representatives agents and advisors any of the affiliates of the foregoing (the “Seller IndemniteesIndemnified Persons”) and hold harmless the Indemnified Persons from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered and all loss, cost, liability, damages, penalties, actions, suits, and expenses (including reasonable attorneys’ fees and other legal expenses) (“Losses”) which may be imposed upon, asserted against, paid or incurred by the Indemnified Persons (except and only to the extent that the same arises solely from gross negligence or willful misconduct on the part of an Indemnified Person) at any Seller Indemnitee which result from: (a) Any material breach time or from time to time in connection with the enforcement of a representation the terms hereof or warranty by of any Transaction Document against the Purchaser, or non-fulfillment related to the consummation of the transactions contemplated hereby or under any Transaction Document with respect to the Purchaser, including the prosecution or defense of any covenant suit against the Purchaser relating to or obligation arising out of this Agreement or any Transaction Document, or any breach by the Purchaser contained in of its representations and warranties hereunder or under any Transaction Document or the default by the Purchaser under this Agreement; and Agreement or any Transaction Document (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, collectively the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above“Indemnified Liability”); provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation Purchaser shall not relieve Purchaser be liable for the payment to any Indemnified Person of its indemnification obligations in this Section 11.02 but may affect the amount any portion of such obligation; and further provided, that Indemnified Liability resulting from the gross negligence or willful misconduct on the part of an Indemnified Person. If any Losses incurred by the Seller Indemnitee action shall be brought against any Indemnified Person in respect of which indemnity may be sought pursuant to any attempt to mitigate any this Agreement, such lossesIndemnified Person shall promptly notify the Purchaser in writing, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of and the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using thereof with counsel of its choice own choosing reasonably satisfactory acceptable to the applicable Seller IndemniteeIndemnified Person. Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but may the fees and expenses of such counsel shall be at the expense of such Indemnified Person except to the extent that (i) the employment thereof has been specifically authorized by the Purchaser in writing, (ii) the Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Purchaser and the position of such Indemnified Person, in which case the Purchaser shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Purchaser will not enter into be liable to any Indemnified Person under this Agreement (i) for any settlement by a Indemnified Person effected without the Purchaser’s prior written consent of Purchaserconsent, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent withheld or delayed or (ii) to the entry of a judgment or enter into any settlement with respect extent, but only to the Third Party Claim without extent, that a loss, claim, damage or liability is attributable to any Indemnified Person’s breach of any of the prior written consent of Purchaserrepresentations, which consent shall not be unreasonably withheld. Any exercise of warranties, covenants or agreements made by such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under Indemnified Person in this Section 11.02 Agreement or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimTransaction Document.

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify, defend and hold indemnify Seller, its affiliates Affiliates and its and each of their respective officers, directors, managers, officers, employees, agents, agents and representatives and advisors (the “Seller Indemnitees”) against and hold them harmless from and shall reimburse the applicable Seller Indemnitee for any Losses Loss suffered or incurred by any Seller Indemnitee which result from: such indemnified party to the extent arising from (ai) Any material any breach of a any representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and , (bii) Litigation, proceedings, governmental investigations, orders, injunctions any breach of any covenant of Purchaser contained in this Agreement and (iii) any Assumed Liability (subject to any representation or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described warranty made by Seller in Section 11.02(a) aboverespect thereof); provided, however, that this Section 10.02 shall not provide for any indemnification arising out of or relating to Taxes (which are the applicable subject of Section 10.03). (b) Notwithstanding the forgoing, Purchaser shall not be required to indemnify any Seller Indemnitee has taken all and Purchaser shall not have any liability for any Losses under Section 10.02(a)(i), in excess of the Purchase Price. (c) Each Seller Indemnitee shall use commercially reasonable efforts to, and appropriate actions shall cause its Affiliates to use commercially reasonable efforts to, mitigate any Losses for which it seeks indemnification hereunder and the costs incurred from such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligationbe included as additional Losses subject to indemnification; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any no such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser take any action or refrain from taking any action that is contrary to ensure the proper any applicable Contract or Applicable Law binding on such Seller Indemnitee or any Affiliate thereof, or waive or abandon any rights to any Intellectual Property. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (d) The obligation to indemnify any Seller Indemnitee shall be subject to Section 3.04 and adequate defense of such Third-Party ClaimSection 10.06.

Indemnification by Purchaser. (a) Subject to the provisions of this Article XI and except with respect to indemnification for Taxes which shall be governed by Article VIII, effective as of and after the Closing, Purchaser and the members of the Alkali Group shall jointly and severally indemnify, defend and hold Seller, its affiliates harmless Seller and its Affiliates, and their respective directors, managers, officers, directors, employees, agentsrepresentatives, representatives successors and advisors assigns (collectively, the “Seller IndemniteesIndemnified Parties”) harmless ), from and shall reimburse the applicable Seller Indemnitee for against any and all Losses incurred or suffered or incurred by any of the Seller Indemnitee which result from: Indemnified Parties arising by reason of or resulting from (ai) Any material any inaccuracy or breach of a any representation or warranty by Purchaser, of Purchaser contained in Article V of this Agreement or non-fulfillment in any schedule or certificate delivered hereunder; and (ii) any nonfulfillment or breach of any covenant or obligation agreement of Purchaser contained in this Agreement; andAgreement or in any schedule or certificate delivered hereunder. (b) LitigationNotwithstanding any other provision to the contrary, proceedingsPurchaser and the members of the Alkali Group shall not be required to indemnify, governmental investigationsdefend or hold harmless any Seller Indemnified Party against, ordersor reimburse any Seller Indemnified Party for, injunctions any Losses pursuant to Section 11.3(a)(i), (i) unless such claim individually or decreesa series of related claims involves Losses in excess of the De Minimis Amount, it being understood that if such Losses do not exceed the basis De Minimis Amount, such Losses shall not be applied to or considered for which occurred after purposes of calculating the Agreement Dateaggregate amount of Seller Indemnified Parties’ Losses under this Section 11.3(b), (ii) until the aggregate amount of Seller Indemnified Parties’ Losses under Section 11.3(a)(i) exceeds the Deductible, it being understood that if such Losses exceed the Deductible, Purchaser shall be obligated for only Seller Indemnified Parties’ Losses under Section 11.3(a)(i) in excess of the Deductible, and (iii) for any Losses of Seller under Section 11.3(a)(i) to the extent that the aggregate amount of such Losses exceed the Cap. (c) Notwithstanding any other provision to the contrary (including Section 11.3(b)), no claim for indemnification pursuant to (i) Section 11.3(a)(i) arising out of or resulting from any inaccuracy or breach of the items described representations and warranties set forth in Section 11.02(aSections 5.1 (Organization and Qualification), 5.2 (Authority Relative to this Agreement), and 5.6 (Brokers) above(collectively, the “Purchaser Fundamental Representations”) or (ii) constituting fraud of Purchaser or its Affiliates shall be subject to the De Minimis Amount, the Deductible or the Cap; providedprovided that, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions maximum aggregate indemnification amount to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee Indemnified Parties may be entitled pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses Section 11.3 shall be reimbursed by Purchaser as part equal to the Purchase Price, and the maximum aggregate indemnification amount to which Seller Indemnified Parties may be entitled pursuant to Section 8.2 shall be equal to $198,750,000. For the avoidance of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice doubt, Losses arising out of the assertion of or resulting from any litigation, proceedings, governmental investigations, orders, injunctions, decrees inaccuracy or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice breach of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which Fundamental Representation shall not be unreasonably withheld. A Seller Indemnitee shall have included for the right to select separate counsel and to otherwise separately defend itself but shall not consent to purpose of determining whether the entry aggregate amount of a judgment or enter into any settlement with respect to Losses under Section 11.3(a)(i) exceed the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimCap.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser Seller of its indemnification obligations in this Section 11.02 11.012 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.,

Indemnification by Purchaser. (a) Subject to the provisions of this Article X and except with respect to indemnification for Taxes, effective at and after the Closing Date, Purchaser and the members of the Education Group shall jointly and severally indemnify, defend and hold Sellerharmless, its affiliates to the fullest extent permitted by law, Sellers and its respective Affiliates, and their respective directors, managers, officers, directors, employees, agents, representatives and advisors (including legal, financial and accounting advisors), representatives, agents and their respective successors and assigns successors and assigns (collectively, the “Seller IndemniteesSellers Indemnified Parties”) harmless ), from and shall reimburse the applicable Seller Indemnitee for against any and all Losses incurred or suffered or incurred by any Seller Indemnitee which result from: of Sellers Indemnified Parties to the extent based upon, arising by reason of or resulting from (ai) Any material any breach of a any representation or warranty by Purchaserof Purchaser contained in Article IV of this Agreement without regard to any materiality, material adverse effect or non-fulfillment similar materiality qualifications set forth in such representations and warranties or any defined term contained therein, but, for avoidance of doubt, knowledge qualifications and dollar thresholds shall not be disregarded; (ii) any breach of any covenant or obligation agreement of Purchaser that is contained in this AgreementAgreement or in any Ancillary Agreement delivered with respect hereto; andand (iii) any Action with respect to any Liability that is not indemnified by Parent under Section 10.2(a), whether known or unknown, contingent or accrued, that names a member of the Parent Group as a defendant but that should have been brought against a member of the Education Group by virtue of such member’s ownership interest in the Business or the assumption of such Liability. (b) LitigationNotwithstanding any other provision to the contrary, proceedingsPurchaser shall not be required to indemnify, governmental investigationsdefend or hold harmless any Sellers Indemnified Party against, ordersor reimburse any Sellers Indemnified Party for, injunctions any Losses pursuant to Section 10.3(a)(i), (i) unless such claim or decreesseries of related claims, the basis for which occurred after the Agreement Date, resulting from any involves Losses in excess of the items described in Section 11.02(a) above; providedDe Minimis Amount, howeverit being understood that if such Losses do not exceed the De Minimis Amount, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation Losses shall not relieve Purchaser be applied to or considered for purposes of its indemnification obligations in calculating the aggregate amount of Sellers Indemnified Parties’ Losses under this Section 11.02 but may affect 10.3; (ii) until the aggregate amount of Sellers Indemnified Parties’ Losses under Section 10.3(a)(i) exceeds the Deductible, it being understood that if such Losses exceed the Deductible, Purchaser shall be obligated for only Sellers Indemnified Parties’ Losses under Section 10.3(a)(i) in excess of the Deductible, and (iii) for any Losses of Purchaser under Section 10.3(a)(i) to the extent the aggregate amount of such obligationLosses exceed the Cap; provided that in respect of any claim involving Losses resulting from fraud or arising out of a breach of the representations and further provided, that warranties made in Section 4.5 (Solvency) or Section 4.8 (Broker’s Fees) or involving any Losses incurred by Taxes payable to the Seller Indemnitee Tax Indemnified Parties pursuant to any attempt to mitigate any such lossesSection 7.3(i), damages, deficiencies, claims, causes of action or expenses the Deductible and the De Minimis Amount shall not apply and the Cap shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory equal to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which Purchase Price (it being understood that all Losses under Section 10.3(a)(i) shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision aggregated for purposes of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense clause (iii) regardless of such Third-Party Claimwhich Cap applies).

Indemnification by Purchaser. (a) Subject to the provisions of Section 7.2(b) and 7.3 below, Purchaser shall indemnify, defend and hold Seller, its affiliates and its indemnify Sellers and their Affiliates (other than Company) and each of their respective directors, managersstockholders, officers, employeesdirectors, agentsemployees and representatives (each a "Seller Indemnitee") against, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable hold each Seller Indemnitee for harmless from, any and all Losses suffered incurred, suffered, sustained or incurred required to be paid, directly or indirectly, by any or sought to be imposed upon, such Seller Indemnitee which result resulting from: (a) Any material , related to or arising out of any inaccuracy in or breach of a representation any of the representations, warranties or warranty covenants made by PurchaserPurchaser in or pursuant to this Agreement or in any agreement, document or non-fulfillment instrument executed and delivered pursuant hereto or in connection with the Closing of any covenant or obligation of Purchaser contained in this Agreement; andthe transactions contemplated hereunder. (b) LitigationNo Seller Indemnitee shall be entitled to indemnification pursuant to this Section 7.2 in respect of an inaccuracy in or breach of any representation or warranty, proceedings, governmental investigations, orders, injunctions or decrees, until such time as the basis Losses of all Seller Indemnitees exceed Three Hundred Twenty-Five Thousand Dollars ($325,000) ("Purchaser's Basket") in the aggregate; provided that all claims by Seller Indemnitees for indemnification shall accrue in the aggregate until the Losses of all Seller Indemnitees exceed the Purchaser's Basket and thereupon Purchaser shall become obligated to indemnify the Seller Indemnitees only for the amount by which occurred after all such claims exceed Purchaser's Basket. In no event shall Purchaser's indemnification obligations in this Section 7.2 in the Agreement Date, resulting from any aggregate exceed One Million Dollars ($1,000,000). (c) Each Seller Indemnitee shall promptly give written notice to Purchaser of the items described in Section 11.02(a) aboveassertion by any Person of any claim, action, suit or proceeding with respect to which Purchaser is obligated to provide indemnification hereunder; provided, however, that the applicable rights of a Seller Indemnitee has taken all commercially reasonable to be indemnified hereunder shall only be affected by the failure to give such notice if and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which the extent such failure prejudices Purchaser in the defense of mitigation shall not relieve Purchaser of its indemnification obligations in such third party claim. Amounts due with respect to Losses covered by this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses 7.2 shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser paid promptly after receiving delivery of reasonably documented written notice of the assertion amount of any litigationLosses incurred and if the provisions of Section 7.2(b) apply to limit the payment of all amounts claimed, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject shall be paid on a pro-rata basis according to indemnification under this Agreement (each, a “Third Party Claim”)the number of shares sold. Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of its choice in connection with, any claim, action, suit or proceeding by any third party alleged or asserted against a Seller Indemnitee that is subject to indemnification by Purchaser hereunder, and the cost and expense thereof shall be subject to the indemnification obligations of Purchaser hereunder; provided, that each Seller Indemnitee shall have the right and option to assume participate in, but not control, the defense of such Third Party Claim using action at its own expense; and provided, further, that (i) if Purchaser elects not to defend any such action or (ii) if a Seller Indemnitee shall have defenses not available to Purchaser and if counsel to Sellers shall in a written opinion advise that common representation is not appropriate, then such Seller Indemnitee shall be entitled, at its option through counsel of its choice reasonably satisfactory choice, but at Purchaser's expense, to assume and control the applicable defense of such action. Neither any Seller Indemnitee, but may not enter into on one hand, nor Purchaser, on the other hand, shall be entitled to settle or compromise any settlement such claim, action, suit or proceeding without the prior written consent of such seller Indemnitee or Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have as the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchasercase may be, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates each Seller and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) Related Parties harmless from and shall reimburse the applicable such Seller Indemnitee and its Related Parties for any Losses suffered or incurred by any such Seller Indemnitee which or its Related Parties that result from: from or arise out of: (a) Any material breach of a representation or warranty contained in Article VI by Purchaser, or ; (b) Any non-fulfillment of any covenant or obligation of Purchaser contained in this AgreementAgreement or in the Interim Servicing Addendum; and and (bc) Litigation, proceedings, governmental investigations, orders, injunctions Any failure by Purchaser or decrees, the basis for which occurred after the Agreement Date, resulting from its designee’s to service any of the items described Mortgage Loans and Mortgage Servicing Rights after each Servicing Transfer Date in Section 11.02(a) abovecompliance with all Applicable Requirements, except if and to the extent such failure results from a breach of a representation, warranty or covenant by such Seller or any prior act or omission of such Seller or any Originator or prior servicer in violation of Applicable Requirements; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, provided, however, that the failure to give such notification will not affect the indemnification provided hereunder unless the Purchaser shall have the right to assume the defense is materially prejudiced by such failure and had no actual knowledge of such Third Party Claim using counsel of its choice reasonably satisfactory Claim, and then only to the applicable Seller Indemniteeextent of such prejudice. Unless otherwise agreed to by the Parties, but may not enter into any settlement without the Purchaser shall select separate counsel with the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of PurchaserSeller, which consent shall not be unreasonably withheld, and separately defend themselves. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable each Seller Indemnitee shall be required agrees to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Third Party Claim.

Indemnification by Purchaser. From and after the Closing, Purchaser shall will indemnify, defend and hold Sellerharmless Seller and his Representatives and Affiliates (collectively, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller IndemniteesIndemnified Persons”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered Damages sustained or incurred by any Seller Indemnitee which result fromIndemnified Person to the extent relating to, resulting from or arising out of, or any allegation by any third party of: (a) Any material any breach of a or inaccuracy in any representation or warranty made by Purchaser, Purchaser in this Agreement; (b) any breach or non-fulfillment nonfulfillment by Purchaser of any covenant or obligation of Purchaser contained in this Agreement; andor (bc) Litigation, proceedings, governmental investigations, orders, injunctions any claim by any Person for brokerage or decrees, the basis for which occurred after the Agreement Date, resulting from finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Purchaser (or any of its Representatives) in connection with any of the items described transactions contemplated herein. (d) any claims related to the business, ownership and operations of the Company or any Business Facility that accrue after the Closing Date. (e) [Intentionally Omitted] Except in Section 11.02(a) above; providedcases of claims of, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, or causes of action arising from, fraud or expenses willful or criminal misconduct, and except as reasonably requested otherwise provided for in this Agreement, Seller acknowledges that his sole and exclusive remedy after the Closing with respect to any and all claims and Damages relating to this Agreement and any transactions contemplated herein shall be pursuant to the indemnification provisions set forth in this Article. With respect to matters not involving Proceedings brought or asserted by third parties, within ten (10) days after receipt of written notification from the Seller Indemnified Persons supported by reasonable documentation setting forth the nature of the circumstances entitling the Seller Indemnified Persons to indemnity hereunder, Purchaser, which such failure of mitigation at no cost or expense to the Seller Indemnified Persons, shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount diligently commence resolution of such obligation; and further provided, that any Losses incurred by matters in a manner reasonably acceptable to the Seller Indemnitee pursuant Indemnified Persons and shall diligently and timely prosecute such resolution to any attempt completion. If Purchaser, within ten (10) days after its receipt of such notice (or such shorter time as may be necessary under the circumstances), fails to mitigate any diligently commence resolution of such lossesmatters in a manner reasonably acceptable to the Seller Indemnified Persons, damages, deficiencies, claims, causes the Seller Indemnified Persons shall have the right to undertake all appropriate and reasonable actions to resolve or otherwise address such matters at the sole expense of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of to the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims extent such matters are subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement5.3. With respect to those claims that Purchaser is not disputing in good faith and that may be satisfied by payment of a liquidated sum of money, including, without limitation, claims for reimbursement of expenses incurred in connection with any Third Party Claim subject circumstances entitling the Seller Indemnified Persons to indemnity hereunder, Purchaser shall pay the full amount so claimed to the extent supported by reasonable documentation within fifteen (15) days of such resolution. If Purchaser disputes its Liability in connection with such claim, it shall pay any undisputed part of such Liability and Seller and Purchaser shall have thirty (30) days to resolve any remaining dispute. If litigation or any other Proceeding is commenced between Purchaser and any Seller Indemnified Person, the prevailing party in such litigation or other Proceeding shall be entitled to recover all reasonable costs and expenses incurred in connection with such litigation or other Proceeding, including, without limitation, attorneys’ fees. If litigation or any other Proceeding is commenced or threatened by any third party for which the Seller Indemnified Persons are entitled to indemnification under this AgreementSection 5.3, the applicable Seller Indemnitee provisions of Section 5.4 shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claimcontrol.

Indemnification by Purchaser. Purchaser shall indemnify, defend agrees to indemnify and hold Seller, its affiliates each of Seller and its Affiliates and any or all of their respective directorsRepresentatives (each, managers, officers, employees, agents, representatives and advisors (the a “Seller IndemniteesIndemnified Party”) harmless from and shall reimburse against, and will pay to each Seller Indemnified Party the applicable Seller Indemnitee for amount of, any and all Losses suffered awarded against or incurred or suffered by any such Seller Indemnitee which result from: Indemnified Party, whether or not involving a Third Party Claim, arising out of or resulting from (a) Any material any breach of a any representation or warranty made by PurchaserPurchaser in any of the Transaction Documents, (b) any breach of or non-fulfillment of default under any covenant or obligation agreement of Purchaser contained in this Agreement; and any Transaction Document to which Purchaser is party, and (bc) Litigation, proceedings, governmental investigations, orders, injunctions any Recipient Confidentiality Breach by any Person who receives Confidential Information from or decrees, the basis for which occurred after the Agreement Date, resulting from any on behalf of the items described in Section 11.02(a) abovePurchaser under Article VIII; provided, however, that the applicable foregoing shall exclude any Losses of any Seller Indemnitee has taken all commercially reasonable and appropriate actions Indemnified Party to mitigate any the extent resulting from (i) the bad faith, gross negligence or willful misconduct of such lossesSeller Indemnified Party, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such (ii) the failure of mitigation shall not relieve Purchaser Seller to perform any of its indemnification obligations in this Section 11.02 but may affect under any of the amount Transaction Documents, or (iii) acts or omissions of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee Purchaser taken (or omitted to be taken) pursuant to any attempt written direction to mitigate Purchaser or the Royalty Control Shift Representative from any such lossesSeller Indemnified Party. Any amounts determined to be due to any Seller Indemnified Party hereunder in accordance with and subject to the terms, damages, deficiencies, claims, causes conditions and procedures of action or expenses this Article VII shall (if not otherwise paid) be reimbursed payable by Purchaser as part of its indemnification obligations in this Section 11.02. to such Seller shall notify Purchaser promptly after receiving Indemnified Party within ten (10) Business Days following written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject demand delivered to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of Seller by such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimIndemnified Party.

Indemnification by Purchaser. (a) Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates harmless Supplier and its Affiliates and their respective directors, managers, officers, employees, agents, representatives employees and advisors (the “Seller Indemnitees”) harmless agents from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered and all Damages, arising out of or incurred resulting from any Claim based upon or arising from: (i) any breach by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment Purchaser of any covenant of its representations, warranties or obligation of Purchaser contained in obligations under this Agreement; and(ii) any violation by Purchaser of Applicable Laws; (iii) any Claim arising out of the marketing, service, distribution or alteration of the Product by Purchaser or its Affiliates (as and to the extent not involving any breach or indemnity obligation by Supplier under this Agreement or the Distribution Agreement) or (vi) any gross negligence or willful act or omission of Purchaser or its Affiliates or any of their respective employees or agents relating to the activities in connection with this Agreement. (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation Supplier shall not relieve give Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving prompt written notice of the assertion of any litigationClaim with respect to which Purchaser’s indemnification obligations apply, proceedings, governmental investigations, orders, injunctions, decrees but any delay or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt failure of such notice of a Third Party Claim, shall not excuse Purchaser’s indemnification obligations except to the extent that Purchaser’s legal position is actually and materially prejudiced thereby. Purchaser shall have the right to assume and control the defense and settlement of any such Claim; provided, however, that following conditions must be satisfied: (i) Purchaser must provide to Supplier written acknowledgement to Supplier of Purchaser’s obligation to indemnify Supplier hereunder against Damages that may result from the Claim, and (ii) the Claim does not include damages other than monetary damages for which indemnity hereunder is available, (iii) the Claim does not relate to or arise in connection with any criminal proceeding, action, indictment, criminal allegation or investigation, and (iv) if requested by Supplier, Purchaser has reasonably demonstrated Purchaser’s financial ability to pay for the defense of such Third Party Claim using counsel and to satisfy the full amount of its choice reasonably satisfactory to the applicable Seller Indemnitee, but any Damages that may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheldresult from such Claim. A Seller Indemnitee Supplier shall have the right to select separate counsel participate in the defense of the Claim at its own expense, but in any event shall cooperate with Purchaser in the investigation and to otherwise separately defend itself but shall not consent to defense of the entry Claim. (c) If Purchaser is entitled to, and does, assume and control the defense and settlement of a judgment or enter into any settlement Claim with respect to the Third Party which its indemnification obligations apply, then Purchaser shall not settle such Claim without the Supplier’s prior written consent of Purchaser, (which consent shall not be unreasonably withheld. Any exercise of , conditioned or delayed), unless (i) the sole relief provided in such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations settlement is monetary in nature and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate paid in good faith with full by Purchaser to ensure the proper and adequate defense (ii) such settlement does not include any finding or admission of such Third-Party Claima violation by Supplier of any Applicable Laws or Third Party’s rights.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and; (b) Any act, error or omission of Purchaser in servicing any of the Mortgage Loans after the Servicing Transfer Date including improper action or failure to act when required to do so; or (c) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Sale Date, resulting from any of the items described in Section 11.02(a10.02 (a) and (b) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaserexpenses, which such failure of mitigation shall not relieve Purchaser of its it’s indemnification obligations in this Section 11.02 10.01 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 10.02 or any other provision of this Agreement. With respect to any Third Third-Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. Purchaser shall indemnify(a) From and after the Closing, defend and hold Seller, its affiliates Seller and its and their respective directors, managersaffiliates, officers, directors, employees, agents, representatives successors and advisors assigns (the “each a "Seller Indemnitees”Indemnified Party") harmless from shall be indemnified and shall reimburse the applicable Seller Indemnitee held harmless, jointly and severally, by Purchaser for any and Losses suffered arising out of or incurred by any Seller Indemnitee which result resulting from: : (ai) Any material the breach of a any representation or warranty made by PurchaserPurchaser contained in the Acquisition Documents, or non-fulfillment (ii) any nonfulfillment in any material respect of any covenant covenant, agreement or other obligation of Purchaser contained set forth in the Acquisition Documents and (iii) any Losses related to claims or proceedings arising from actions taken by Company or Subsidiary or the operation of their business after the Closing Date (excluding any Loss for which Seller is required to indemnify Purchaser pursuant to Sections 10.2(a) or 10.2(b)). All losses subject to indemnification claims pursuant to this Agreement; andSection 10.3 shall be satisfied by a direct claim against Purchaser. (b) LitigationA Seller Indemnified Party shall give Purchaser notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, proceedingswithin 60 days of such determination, governmental investigationsstating the amount of the Loss, ordersif known, injunctions and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or decreesarises. The obligation and liabilities of Purchaser under this Section 10.3 with respect to Losses arising from Third Party Claims subject to the indemnification provided for in this Section 10.3 shall be governed by and contingent upon the following additional terms and conditions: if a Seller Indemnified Party shall receive notice of any Third Party Claim, the basis for which occurred after the Agreement Date, resulting from any Seller Indemnified Party shall give Purchaser notice of such Third Party Claim within 30 days of the items described in Section 11.02(a) abovereceipt by the Indemnified Party of such notice; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions failure to mitigate provide -------- ------- such notice shall not release Purchaser from any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested its obligations under this Section 10.3 except to the extent Purchaser is materially prejudiced by Purchaser, which such failure of mitigation and shall not relieve Purchaser of its indemnification obligations in from any other obligation or liability that it may have to any Seller Indemnified Party otherwise than under this Section 11.02 but may affect 10.3. If Purchaser acknowledges in writing its obligation to indemnify the amount of such obligation; and further provided, that Seller Indemnified Party hereunder against any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any that may result from such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, then Purchaser shall have the right be entitled to assume and control the defense of such Third Party Claim using at its expense and through counsel of its choice reasonably satisfactory if it gives notice of its intention to do so to the applicable Seller IndemniteeIndemnified Party within ten (10) days of the receipt of such notice from the Seller Indemnified Party; provided, but however, that if there exists or is reasonably -------- ------- likely to exist a conflict of interest that would make it inappropriate in the judgment of the Seller Indemnified Party, in its reasonable and good faith determination, for the same counsel to represent both the Seller Indemnified Party and Purchaser, then the Seller Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Seller Indemnified Party determines counsel is required, at the expense of Purchaser. If Purchaser exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Seller Indemnified Party shall cooperate with Purchaser in such defense and make available to Purchaser, at Purchaser's expense, all witnesses, pertinent records, materials and information in the Seller Indemnified Party's possession or under the Seller Indemnified Party's control relating thereto as is reasonably required by Purchaser. Similarly, in the event the Seller Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Purchaser shall cooperate with the Seller Indemnified Party in such defense and make available to the Seller Indemnified Party, at Purchaser's expense, all such witnesses, records, materials and information in Purchaser's possession or under Purchaser's control relating thereto as is reasonably required by the Seller Indemnified Party. No such Third Party Claim pursuant to which any Seller Indemnified Party is required to bear any amount paid in settlement or admit liability may not enter into any settlement be settled by Purchaser without the prior written consent of Purchaserthe Seller Indemnified Party, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. (a) Purchaser hereby agrees that it shall indemnify, defend and hold Sellerharmless Sellers, its affiliates and its their Affiliates, the JVs and their respective directors, managers, officers, employeesshareholders, agentspartners, representatives attorneys, accountants, agents and advisors employees and their respective heirs, successors and assigns (the “Seller Indemnitees”"Sellers Indemnified Parties") harmless from from, against and shall reimburse in respect of any damages, claims, losses, charges, actions, suits, proceedings, deficiencies, taxes, interest, penalties, and reasonable costs and expenses (including reasonable attorneys' fees) (collectively, the applicable Seller Indemnitee for "Losses") imposed on, sustained, incurred or suffered by or asserted against any Losses suffered of the Sellers Indemnified Parties, directly or incurred by indirectly relating to, arising out of or resulting from, (i) any Seller Indemnitee which result from: (a) Any material breach of a any representation or warranty made by PurchaserPurchaser contained in this Agreement for the period such representation or warranty survives, or non-fulfillment (ii) any of the Assumed Liabilities, (iii) the breach of any covenant or obligation agreement of Purchaser contained in this Agreement; andAgreement (including under Section 5.11), (iv) any failure of Purchaser to pay, perform, satisfy or discharge any debt, obligation or liability that relates to claims or matters based upon action or inaction of Purchaser with respect to events or matters arising after the Closing or with respect to the conduct of the Businesses by Purchaser or Purchaser's ownership or operation of the Transferred Assets from and after the Closing, subject to Section 5.19 and (v) any and all Transfer Taxes for which Purchaser is responsible in accordance with Section 5.4. (b) LitigationPurchaser shall indemnify and save harmless the Sellers Indemnified Parties from and against any liability whatsoever, proceedingsincluding liability for taxes, governmental investigations, orders, injunctions or decreesinterest and penalties, the basis Sellers Indemnified Parties may sustain for which occurred after the Agreement Date, resulting from any failure to NY12528: 107491.4 collect or remit tax under Part IX of the items described Excise Tax Act (Canada) or under An Act Respecting the Quebec Sales Tax in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without Transaction, except to the prior written consent extent arising from the failure of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of Sellers and its Subsidiaries to comply with their obligations and liabilities under this set forth in Section 11.02 or any other provision 5.4(b) of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. (a) Purchaser shall indemnifyagrees, subject to the other terms and conditions of this Article IX (and, with respect to Taxes, Article VII), to indemnify and defend and hold Seller, its affiliates Seller and its Affiliates, and their respective officers, directors, managers, officers, employees, agents, representatives successors and advisors assigns (the “each, a "Seller Indemnitees”Indemnified Party") against and hold them harmless from all Liabilities, losses, damages, claims, interest, and shall reimburse the applicable Seller Indemnitee for any Losses suffered remediation and other costs and expenses (including reasonable attorney's fees and expenses), whether or not involving a third party claim, (collectively, "Losses") incurred by them or threatened against them (with respect to any Seller Indemnitee which result from: threatened Loss, so long as same remains only a threatened Loss, it is understood and agreed that (ai) Any material the indemnification and hold harmless obligations shall apply only for actually incurred out-of-pocket expenses and (ii) the defense obligations shall apply) arising out of, relating to or otherwise consisting of (i) the breach of a any representation or warranty by Purchaserof Purchaser or any Purchaser Affiliate made or deemed made in this Agreement (and, for all purposes of this Article IX, all representations and warranties made in this Agreement shall be deemed made at the Closing as fully as if completely repeated on the Closing, without giving effect to any disclosures in any officers certificate or non-fulfillment otherwise or any other knowledge of Seller or Centerpulse) and/or in any Transaction Agreement, (ii) the breach of any covenant or obligation agreement of Purchaser contained or any Purchaser Affiliate in this Agreement or in any Transaction Agreement and (iii) except for any claims or other matters with respect to which Centerpulse, or Seller or any Seller Affiliate is obligated to indemnify any Purchaser Indemnified Party under Section 9.03 or Article VII of this Agreement or under any Transaction Agreement; and, the conduct of the business of the Valves Business to the extent related to the period following the Closing provided further that it is understood and agreed that Purchaser shall not be obligated to indemnify any Seller Indemnified Party in respect of any Indemnifiable Liabilities or Excluded Liabilities or in respect of any product liabilities. Notwithstanding anything in this Article IX to the contrary, no claim may be asserted against Purchaser pursuant to Section 9.02(a)(i), unless written notice of such claim is received by Purchaser describing in reasonable detail the basis for the claim on or prior to the date on which the representation or warranty on which such claim is based ceases to survive as set forth in Section 9.01. (b) LitigationNotwithstanding anything in this Agreement to the contrary, proceedingsno claim may be made against Purchaser pursuant to Section 9.02(a)(i) with respect to any individual item of Loss or items of Losses, governmental investigationsunless the aggregate of all such Losses incurred by the Seller Indemnified Parties referred to in Section 9.02(a)(i) shall exceed $1,000,000 (the "Purchaser's Threshold Amount"), ordersand Purchaser shall not be required to pay or be liable for the amount equal to the first $1,000,000 in aggregate amount of any such Losses. Notwithstanding anything in this Agreement to the contrary, injunctions or decreesno Seller Indemnified Party shall be indemnified pursuant to Section 9.02 if, and to the extent that, the basis aggregate of all Losses of the Seller Indemnified Parties for which occurred the Purchaser Indemnified Parties previously shall have received indemnification pursuant to Section 9.02 shall have exceeded Thirty-Six Million Dollars ($36,000,000). (c) Payments by Purchaser pursuant to Section 9.02(a) shall be limited to the amount of any Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Agreement Date, resulting Seller Indemnified Parties from any third party with respect thereto. The amounts for which Purchaser shall be liable shall be decreased by any net tax benefits actually realized by the Seller Indemnified Party or any Affiliate (i.e., by actual reduction of the items described taxes paid or actual increase in Section 11.02(ataxes refunded) aboveattributable to such Indemnifiable Claim. (d) Seller Indemnified Party shall give Purchaser prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which such Seller Indemnified Party has knowledge concerning any Loss as to which such Seller Indemnified Party may request indemnification hereunder; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions failure to mitigate any give such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation notice shall not relieve Purchaser of its indemnification obligations in from any obligation or other Liability pursuant to this Section 11.02 but may affect 9.02 unless and only to the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by extent Purchaser as part of its indemnification obligations in this Section 11.02is materially prejudiced thereby. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume, through counsel reasonably acceptable to Seller, the defense or settlement of any such claim or proceeding at its own expense. If Purchaser elects to assume the defense of any such Third claim or proceeding, the Seller Indemnified Party Claim using counsel may, subject to Section 5.13, participate in such defense, but in such case the expenses of the Seller Indemnified Party shall be paid by such Seller Indemnified Party, the Seller Indemnified Party shall provide Purchaser with reasonable access to its choice reasonably satisfactory records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with Purchaser in the defense or settlement thereof, and Purchaser shall reimburse such Seller Indemnified Party for all the reasonable out-of-pocket expenses of such Seller Indemnified Party in connection therewith; provided, however, that neither any Seller Indemnified Party nor Purchaser shall be required pursuant to this Section 9.02 to disclose any privileged information or any attorney work product. If Purchaser elects to assume the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless Purchaser consents in writing to such payment, such consent not to be unreasonably withheld, or unless Purchaser withdraws from or fails to continue the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of Purchaser is entered against the Seller Indemnified Party for such liability. If Purchaser shall fail to undertake or effectively continue any such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at Purchaser's expense. If a Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 9.02(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego any appeal with respect thereto, then the Seller Indemnified Party shall give Purchaser prompt written notice thereof and Purchaser shall have the right to consult as to the applicable Seller Indemniteesettlement but not to assume or reassume the defense of such claim or proceeding. Notwithstanding the foregoing, but if such settlement contains any provisions which may be adverse in any material respect to the Indemnified Party, the Indemnifying Party shall not enter into settle any settlement matter that it is responsible to indemnify for under this Agreement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of PurchaserIndemnified Party, which consent shall not be unreasonably withheld. Any exercise withheld or delayed, it being agreed that solely the payment of such rights by a Seller Indemnitee money shall not relieve Purchaser be deemed to be adverse in any material respect. (e) Centerpulse and Seller hereby acknowledge and agree that (except in the case of fraud, in which case Centerpulse and Seller reserves any and all rights and remedies available to it) its obligations sole and liabilities under this Section 11.02 or any other provision of this Agreement. With exclusive remedy with respect to any Third Party Claim and all claims relating to the subject matter of this Agreement and the transactions contemplated hereby shall be pursuant to the indemnification provisions set forth in Article VII and in this Article IX, specific performance and/or injunctive relief as contemplated by Section 11.14 and Section 2.07. In furtherance of the foregoing, except for the rights and remedies referred to in the preceding sentence, Centerpulse and Seller hereby waive, to the fullest extent permitted under applicable Law, any and all rights, including claims and causes of action, it may have against Purchaser or any of its Affiliates arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise) with respect to any and all claims relating to the subject matter of this Agreement and the transactions contemplated hereby (except in the case of fraud, in which case Centerpulse and Seller reserve any and all rights and remedies available to it). (f) Except as set forth in this Agreement or in any Transaction Agreement, Purchaser is not making any representation, warranty, covenant or agreement with respect to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of Seller, after the consummation of the purchase and sale of the Shares as contemplated by this Agreement, to rescind this Agreement or any of the applicable transactions contemplated hereby. (g) Notwithstanding anything to the contrary contained herein, Purchaser shall not be liable to or otherwise be responsible to any Seller Indemnitee Indemnified Party for consequential, incidental or punitive damages or for diminution in value or lost profits that arise out of or relate to this Agreement or the performance or breach thereof except that Purchaser shall be required liable and responsible for reasonably foreseeable Losses (other than lost profits and/or diminution in value and other consequential damages) that directly arise out of or otherwise relate to cooperate the subject matter of the Indemnifiable Claim (e.g. a leaking roof, which for the purposes of this example, would breach a representation, which leak damages equipment, which at the Closing was not damaged, would result in good faith with Purchaser to ensure a claim for the proper roof repair and adequate defense of such Third-Party Claimthe equipment repair).

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates each Seller and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) Related Parties harmless from and shall reimburse the applicable such Seller Indemnitee and its Related Parties for any Losses suffered or incurred by any such Seller Indemnitee which or its Related Parties that result fromfrom or arise out of: (a) Any material breach of a representation or warranty contained in Article VI by Purchaser, or ; (b) Any non-fulfillment of any covenant or obligation of Purchaser contained in this AgreementAgreement or in the Interim Servicing Addendum; and (bc) Litigation, proceedings, governmental investigations, orders, injunctions Any failure by Purchaser or decrees, the basis for which occurred after the Agreement Date, resulting from its designee’s to service any of the items described Mortgage Loans and Mortgage Servicing Rights after each Servicing Transfer Date in Section 11.02(a) abovecompliance with all Applicable Requirements, except if and to the extent such failure results from a breach of a representation, warranty or covenant by such Seller or any prior act or omission of such Seller or any Originator or prior servicer in violation of Applicable Requirements; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, provided, however, that the failure to give such notification will not affect the indemnification provided hereunder unless the Purchaser shall have the right to assume the defense is materially prejudiced by such failure and had no actual knowledge of such Third Party Claim using counsel of its choice reasonably satisfactory Claim, and then only to the applicable Seller Indemniteeextent of such prejudice. Unless otherwise agreed to by the Parties, but may not enter into any settlement without the Purchaser shall select separate counsel with the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of PurchaserSeller, which consent shall not be unreasonably withheld, and separately defend themselves. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable each Seller Indemnitee shall be required agrees to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Third Party Claim.

Indemnification by Purchaser. Purchaser shall Apollo and Acquisition shall, jointly and severally, indemnify, defend save and hold Seller, its affiliates harmless Seller and its and their respective officers, directors, managers, officers, employees, agentsagents and Affiliates, representatives and advisors each of their successors and assigns (individually, a “Seller Indemnified Party” and collectively, the “Seller IndemniteesIndemnified Parties”) harmless from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered and all Damages incurred in connection with, arising out of, resulting from or incurred by any Seller Indemnitee which result fromincident to: (a) Any i. any material breach of a representation or warranty by Purchaserof, or non-fulfillment of any covenant inaccuracy in any of, the representations or obligation of Purchaser contained warranties made by Apollo or Acquisition in this Agreement, any exhibit or schedule to this Agreement or any certificate, instrument or writing delivered in connection with this Agreement or in connection with any exhibit or schedule to this Agreement; ii. any default in any agreements made by Apollo or Acquisition in this Agreement, any exhibit or schedule to this Agreement or any certificate, instrument or writing delivered in connection with this Agreement or in connection with any exhibit or schedule to this Agreement; andor (b) Litigationiii. any action, proceedingscompromise, governmental investigationssettlement, orders, injunctions assessment or decrees, the basis for which occurred after the Agreement Date, resulting from judgment arising out of or incidental to any of the items described matters indemnified against in Section 11.02(a) abovethis section; provided, however, that the applicable neither Apollo nor Acquisition shall be obligated to indemnify a Seller Indemnitee Indemnified Party and hold it or him harmless under this section with respect to any settlement of a claim to which Apollo or Acquisition has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchasernot consented, which such failure of mitigation consent shall not relieve unreasonably be withheld, conditioned or delayed to the extent that such settlement does not impose on Purchaser of its any obligation other than the indemnification obligations in this Section 11.02 but may affect set forth herein. If, by reason of the amount claim of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant third person relating to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims matters subject to indemnification under this Agreement (eachsection, a “Third Party Claim”). Upon receipt lien, attachment, garnishment or execution is placed upon any of such notice the property or assets of a Third Party Claimany Seller Indemnified Party, Purchaser Apollo or Acquisition shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably also, promptly upon demand, furnish an indemnity bond (in an amount not exceeding Purchaser’s then remaining indemnification obligations thereunder) satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without Indemnified Party to obtain the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise prompt release of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 lien, attachment, garnishment or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claimexecution.

Indemnification by Purchaser. (a) Subject to Section 8.1 hereof, Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates AVE and its and Marisa Chrixxxxx xxx their respective directors, managersemployees, officers, employeesdirectors and agents (collectively, agents, representatives and advisors (the “Seller Indemnitees”"AVE Indemnified Parties") harmless from and shall against, and agree promptly to defend any AVE Indemnified Party from and reimburse the applicable Seller Indemnitee for any AVE Indemnified Party for, any and all Losses suffered which any AVE Indemnified Party may at any time suffer or incurred by any Seller Indemnitee which incur, or become subject to, as a result fromof or in connection with: (ai) Any material any breach or inaccuracy of any of the representations and warranties made by Purchaser in or pursuant to this Agreement, or in any instrument or certificate delivered by Purchaser at the Closing in accordance herewith (it being understood and agreed that, notwithstanding anything to the contrary contained in this Agreement, to determine if there had been an inaccuracy or breach of a representation or warranty of Purchaser and the Losses arising from such inaccuracy or breach, such representation and warranty shall be read as if it were not qualified by Purchasermateriality, including, without limitation, qualifications indicating accuracy in all material respects, or non-fulfillment of any covenant or obligation accuracy except to the extent the inaccuracy will not have a material adverse effect on the ability of Purchaser contained in to perform its obligations under this Agreement and the other Transaction Documents to which it is a party); (ii) any failure by Purchaser to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the other Transaction Documents delivered by Purchaser pursuant to this Agreement; andor (iii) the Assumed Liabilities. (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, Notwithstanding any other provision herein to the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claimcontrary, Purchaser shall have the right not be required to assume the defense of such Third indemnify and hold harmless any AVE Indemnified Party Claim using counsel of its choice reasonably satisfactory pursuant to Section 8.3(a)(i), unless the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of AVE Indemnified Party has asserted a judgment or enter into any settlement claim with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, matters within the applicable Seller Indemnitee shall be required to cooperate survival period set forth in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimSection 8.1 hereof.

Indemnification by Purchaser. Subject to the limitations set forth in Sections 9.1(c) and (d), Purchaser shall indemnify, defend and hold agrees to indemnify Seller, its affiliates and its and Affiliates, their respective directors, managers, officers, employees, agents, representatives employees and advisors agents and each of the successors and assigns of any of the foregoing (the “Seller IndemniteesIndemnified Parties”) against, and agrees to hold such Seller Indemnified Parties harmless from and shall reimburse the applicable Seller Indemnitee for from, all Losses incurred resulting from: (i) any Losses suffered or incurred by inaccuracy of any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty made by PurchaserPurchaser or Guarantor in Article IV of this Agreement, the Purchase/Guarantor Bring Down Certificate or non-fulfillment in the Ancillary Agreements; (ii) any breach of any covenant or obligation agreement on the part of Purchaser contained in or Guarantor under this Agreement; and and (biii) Litigationany Assumed Liabilities. The amount that Purchaser is or may be required to pay to any Seller Indemnified Party pursuant to this Section 9.1(b) shall be (A) reduced (including retroactively) by (y) any insurance proceeds or other amounts actually recovered by or on behalf of such Seller Indemnified Party in reduction of the related Loss, proceedings, governmental investigations, orders, injunctions (net of any Tax detriment suffered by that Seller Indemnified Party with respect to such proceeds or decrees, amounts) and (z) any Tax benefit that such Seller Indemnified Party actually realizes as a result of the basis incurrence of Losses for which occurred after the Agreement Date, resulting from indemnification is sought and (B) increased (including retroactively) by any Tax detriment that Seller Indemnified Party actually suffers as a result of the items described receipt or accrual of indemnity payments hereunder. If a Seller Indemnified Party shall have received the payment required by this Agreement from Purchaser in Section 11.02(a) above; providedrespect of any Loss and shall subsequently actually receive insurance proceeds in respect of such Loss, however, that the applicable then such Seller Indemnitee has taken all commercially reasonable and appropriate actions Indemnified Party shall pay to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect a sum equal to the amount of such obligationinsurance proceeds actually received. Seller agrees that indemnification pursuant to this Article IX, subject to all limitations on such indemnification set forth in this Agreement, shall be the sole and exclusive remedy and means of recovery by Seller against Purchaser and its Affiliates with respect to any claim or action seeking damages or any other form of monetary relief brought by Seller; and further provided, that any Losses incurred by notwithstanding the foregoing, Seller Indemnitee pursuant shall retain the right to any attempt seek equitable and injunctive relief as a remedy in respect of violations of Sections 5.2(c), 5.7(b) and 5.13. The rights to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations set forth in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which 9.1(b) shall not be unreasonably withheld. A affected by (i) any investigation conducted by or on behalf of Seller Indemnitee shall have or any knowledge acquired (or capable of being acquired) by Seller, whether before or after the right to select separate counsel and to otherwise separately defend itself but shall not consent to date of this Agreement or the entry of a judgment or enter into any settlement Closing Date, with respect to the Third Party Claim without inaccuracy or noncompliance with any representation, warranty, covenant or obligation which is the prior written consent subject of Purchaserindemnification hereunder, which consent shall not be unreasonably withheld. Any exercise or (ii) any waiver by Seller of such rights by a Seller Indemnitee shall not relieve Purchaser any closing condition relating to the accuracy of its obligations any representations and liabilities under this Section 11.02 warranties or any other provision the performance of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith or compliance with Purchaser to ensure the proper agreements and adequate defense of such Third-Party Claim.covenants..

Indemnification by Purchaser. (a) Subject to Section 3.5 hereof, each Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (harmless the “Seller Indemnitees”) harmless Company from and shall reimburse the applicable Seller Indemnitee for against any and all Losses suffered or incurred by any Seller Indemnitee which the Company as a result from: (a) Any material of the breach of a representation or warranty by Purchaser, or non-fulfillment incorrectness of any covenant representation and warranty of such Purchaser set forth in Section 3.2 or obligation 3.3 of Purchaser contained in this Agreement; and. (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any The Company shall promptly notify such Purchaser in writing of the items described in Section 11.02(a) above; providedoccurrence of any event, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate or of its discovery of any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaserfacts, which in the Company's opinion entitle or may entitle it to indemnification hereunder. The Company's failure to do so shall not preclude it from seeking indemnification hereunder from such Purchaser unless such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of has materially prejudiced such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant Purchaser's ability to defend as provided herein. With respect to any attempt to mitigate any such losses, damages, deficiencies, claims, causes threatened or asserted claims of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (eachparties, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to defend such claims by counsel of its choosing and to direct or control the defense and settlement thereof. In the event that a Purchaser fails to defend or to acknowledge its obligation to defend any claim which may entitle the Company to indemnification hereunder within ten (10) business days after notice from the Company of such claim, the Company may, upon written notice to such Purchaser, elect to undertake the defense, compromise or settlement of such claim on behalf and for the account and risk of such Purchaser and without any requirement to obtain the consent of such Purchaser to any such compromise or settlement. (c) Notwithstanding a Purchaser's election to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to a claim, the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee Company shall have the right to select employ separate counsel and to otherwise separately defend itself but shall not consent to participate in the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.claim, and a Purchaser shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by a Purchaser to represent the Company would present such counsel with a conflict of interest,(ii) a Purchaser shall not have employed counsel reasonably satisfactory to the Company to represent a Purchaser within a reasonable time after notice of the institution of such claim, or (iii) a Purchaser shall authorize the Company to employ

Indemnification by Purchaser. Purchaser shall indemnify, defend and hereby does indemnify and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for against and in respect of any Losses suffered or and all loss, damage and expense incurred by Seller, resulting from, arising out of, attributable to, or in any Seller Indemnitee which result frommanner connected with: (a) Any material breach matter in respect of a representation which Purchaser shall have made any misrepresentation, breached any warranty made pursuant to this Agreement or warranty by Purchaser, or non-fulfillment of failed to fulfill any covenant or obligation agreement on the part of Purchaser contained in this Agreement or in any Exhibit, Schedule or certificate or other document delivered, or to be delivered, by Purchaser to Seller in connection with this Agreement; and (b) LitigationAny and all actions, suits, proceedings, governmental investigationsdemands, ordersassessments or judgments, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action costs or expenses as reasonably requested by Purchaser(including reasonable legal and accounting fees and investigation costs) incident to the foregoing and the enforcement thereof. If any event shall occur or any circumstance arises which might give rise to a claim in respect of any matter against which Purchaser has indemnified Seller hereunder, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify give notice thereof to Purchaser promptly within thirty (30) days after receiving written notice of said claim shall have been presented to it and, unless the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claimparties otherwise agree in writing, Purchaser shall have the right to assume the defense of such Third Party Claim using defend against said claim or otherwise satisfy said claim, at its sole cost and expense, through counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaserand accountants designated by Purchaser and approved by Seller, which approval shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel participate with Purchaser in the defense of any such matter and shall make available to otherwise separately defend itself but shall not consent to Purchaser the entry business records of Seller for said purpose. If Purchaser, after receipt of notification from Seller of a judgment thirty-party claim, fails to protest, defend or enter into settle any such third-party claim, demand, suit or proceeding promptly, diligently and in good faith, Seller shall have the right in its discretion to settle, defend or pay the same, in which event, Purchaser's indemnity shall extend to and include the amount of said settlement with respect to or payment and/or the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise costs and legal expenses of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claimdefense.

Indemnification by Purchaser. (a) Purchaser shall indemnifyagrees to defend, defend indemnify and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered liabilities, losses, claims, damages, costs and expenses (including, but not limited to, reasonable attorney's fees) arising out of, resulting from, or incurred by in any Seller Indemnitee which result fromway related to: (ai) Any material any misrepresentation or breach of a representation any warranty, covenant or warranty agreement made by PurchaserPurchaser in this Agreement or in any other document, certificate or non-fulfillment agreement delivered under this Agreement; (ii) the assertion against Seller of any covenant of the Current Liabilities after the Closing; (iii) the existence or obligation operation of Purchaser contained the Business after the Closing Date and not related to the operation of the Business prior to the Closing, the transactions contemplated in this Agreement, or the Excluded Liabilities; andor (iv) Purchaser's use of Seller's parking lot at the South Dakota Facilities as provided in Section 3(e)(iii). (b) LitigationWithout limiting the generality of the Section 16(a), proceedings, governmental investigations, orders, injunctions with respect to any measurement of damages or decreescosts or expenses owing to Seller under this Agreement, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume be put in the defense of such Third Party Claim using counsel of its choice reasonably satisfactory same financial position as it would have been had the matter leading to the applicable claim of indemnification never occurred or arose. Seller Indemniteewill be reimbursed by Purchaser for all liabilities and damages incurred by Seller and all reasonable costs and reasonable expenses incurred by Seller in enforcing this indemnity. (c) In enforcing this indemnity, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and set-off against any amounts owing by it to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 Agreement or any other provision of document, certificate or agreement delivered under this Agreement. With respect to , the amount of any Third Party Claim subject liabilities, losses, claims, damages, costs and expenses for which Seller is entitled to indemnification under this Agreement. Notwithstanding any other provision in this Agreement, the applicable Seller Indemnitee shall be required entitled to obtain equitable relief in any appropriate indemnification claim. (d) If any action, suit or proceeding shall be commenced against Seller or any claims, demand or assessment be asserted against Seller in respect of which Seller proposes to demand defense and indemnification, Purchaser shall be notified to that effect with reasonable promptness and shall have the right, but not the obligation, to assume the entire control of the defense, compromise or settlement thereof, including, at the expense of Purchaser, employment of counsel reasonably satisfactory to Seller, and in connection therewith, Seller shall cooperate fully to make available to Purchaser all pertinent information under its control. Provided, however, that no delay in good faith with Purchaser providing any such notice shall affect the rights of Seller to ensure the proper and adequate defense of such Third-Party Claimrecover damages or equitable relief under this Agreement.

Indemnification by Purchaser. (i) Purchaser shall promptly indemnify, defend defend, and hold Seller, its affiliates harmless (and its upon demand shall reimburse) the Sellers and their respective directors, managers, officers, employees, agents, representatives the Special Fiduciary and advisors Trustee against any Loss resulting from (the “Seller Indemnitees”A) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred breach by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment Purchaser of any covenant of its covenants, obligations, representations or obligation warranties or breach or untruth of Purchaser any covenant, obligation, representation, warranty, fact or conclusion contained in this Agreement or any certificate or document of Purchaser delivered pursuant to this Agreement; and , and (bB) Litigationany claim arising out of the conduct of the Business after Closing, proceedingsexcept for failure to obtain consents, governmental investigationsif any, orders, injunctions for the assignment of the Contracts and except those directly or decreesindirectly resulting solely from a breach by the Company, the basis for which occurred after Sellers or the Agreement DateSpecial Fiduciary and Trustee of any representations or covenants of this Agreement. Any indemnification payment pursuant to the foregoing shall include interest at the Rate from the date the loss, resulting from any costs, expenses or damages were incurred until the date of the items described in Section 11.02(a) abovepayment; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which Rate shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement payable with respect to attorneys’ fees incurred until such date as the Third Party Claim without underlying claim is determined to be payable. (ii) Notwithstanding anything in this Agreement to the prior written consent of Purchasercontrary, which consent shall not be unreasonably withheld. Any exercise of such rights by a and except for the liquidated damages described in Section 8.03, the Company, each Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 the Special Fiduciary and Trustee agree that (i) to the extent the Company, any Seller, the Special Fiduciary and Trustee or any other provision of this Agreement. With respect to their respective Affiliates have incurred any Third Party Claim subject to indemnification under losses or damages in connection with this Agreement, (A) the applicable Seller Indemnitee maximum aggregate liability of Purchaser and its respective Representatives and Affiliates for such losses or damages, if liable therefor, will be limited to an amount equal to Five Hundred Thousand Dollars ($500,000) in the aggregate, except liability for fraud or intentional misconduct, to which such limit shall be required not apply, and (B) in no event will the Company, any Seller, the Special Fiduciary and Trustee or any of their respective Affiliates seek to cooperate recover any money damages in good faith with Purchaser to ensure the proper and adequate defense excess of such Third-Party Claimamount from Purchaser, or its respective Representatives and Affiliates in connection therewith.

Indemnification by Purchaser. (a) Subject to the other terms and conditions of this Agreement (including, without limitation, Section 10.3(b)), Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) Indemnified Parties harmless from and shall reimburse the applicable Seller Indemnitee for against any and all Losses suffered directly or incurred by any Seller Indemnitee which result fromindirectly based upon, arising out of, resulting from or relating to: (ai) Any material any breach of a any representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; (ii) any breach of any agreement, covenant or obligation of Purchaser set forth in this Agreement; (iii) the Assumed Liabilities; and (iv) the operation of the Business and the Assets on and after the Closing Date (other than Retained Liabilities). (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described Notwithstanding anything contained in Section 11.02(a10.3(a) above; providedto the contrary, howeverPurchaser’s obligation to indemnify, that the applicable Seller Indemnitee has taken all commercially reasonable defend and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by hold the Seller Indemnitee Indemnified Parties harmless shall be limited as follows: (i) No claim may be asserted nor may any action be commenced against Purchaser pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving 10.3(a) unless written notice of such claim or action is received by Purchaser describing in detail the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel facts and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement circumstances with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise subject matter of such rights claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 10.1, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date; (ii) For purposes of computing the aggregate amount of claims against Purchaser the amount of each claim by a Seller Indemnitee Indemnified Party shall not relieve be deemed to be an amount equal to, and any payments by Purchaser pursuant to Section 10.3(a) shall be limited to, the amount of its obligations Losses that remain after (A) deducting therefrom, (1) any insurance proceeds and liabilities under this Section 11.02 any indemnity, contributions or other similar payment payable by any Third Party with respect thereto, and (2) any Tax benefit realized by a Seller Indemnified Party or any other provision of this Agreement. With Affiliate therefor with respect to the Losses or items giving rise to such claim for indemnification, and (B) adding thereto any Tax cost realized by a Seller Indemnified Party or any Affiliate thereof with respect to any Third Party Claim subject payments to indemnification under be made pursuant to Section 10.3(a) (as determined after the application of Section 10.3(b)(ii)(A)(1)). For purposes of this AgreementSection 10.3(b)(ii), “Tax benefits” shall mean the present value (determined using the applicable long-term federal rate as defined in Section 1274(d) of the Code, or any successor provision) of any present or future deduction, expense, loss, increase in asset basis, credit or refund realized by a Seller Indemnitee Indemnified Party or any Affiliate thereof, and “Tax cost” shall mean the present value (determined using the applicable long-term federal rate as defined in Section 1274(d) of the Code, or any successor provision) of any past, present or future income, gain, loss of deduction, or decrease in asset basis realized by a Seller Indemnified Party, or any Affiliate thereof. The amount of the Tax benefits and Tax costs shall be required determined by assuming (1) the Seller Indemnified Party or any Affiliate thereof, as the case may be, is, and will continue to cooperate be, in good faith the maximum United States federal income tax bracket after any deduction reportable with Purchaser respect to ensure a payment hereunder, and (2) the proper effective state and adequate defense local income tax rate, or, as the case may be, corporation tax rate of the Seller Indemnified Party or any Affiliate thereof, as the case may be, is, and will continue to be, its effective rate for the most recent prior taxable year for which such Third-Party Claiminformation is available.

Indemnification by Purchaser. Each Purchaser shall indemnify, defend agrees to indemnify and hold Seller, its affiliates harmless the Issuer and its officers, directors, members and their respective directorssuccessors and assigns (collectively, managers, officers, employees, agents, representatives and advisors (the “Seller IndemniteesIssuer Indemnified Parties”) harmless from and shall against any third party losses, claims, damages or liabilities to which such Issuer Indemnified Parties may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the representations or warranties of such Purchaser contained herein, or failure to comply with the covenants and agreements of such Purchaser contained herein, and such Purchaser will reimburse the applicable Seller Indemnitee such Issuer Indemnified Parties for any Losses suffered reasonable legal or other expenses reasonably incurred by in investigating, defending or preparing to defend any Seller Indemnitee which result from: (a) Any material such action, proceeding or claim, provided, however, that such Purchaser shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, a breach of a representation any representations or warranty warranties made by Purchaserthe Issuer herein, or non-fulfillment the failure of any covenant or obligation of Purchaser the Issuer to comply with its covenants and agreements contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, . Such Purchaser shall reimburse each Issuer Indemnified Party for the basis amounts provided for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) aboveherein on demand as such expenses are incurred; provided, however, that such Purchaser’s obligation to indemnify the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any Issuer Indemnified Parties shall in no event exceed the aggregate amount received by such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect from the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice sale of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimPurchased Units.

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify, defend and hold Seller, its affiliates indemnify ABB and its and their respective directors, managersAffiliates, officers, directors, employees, agentsheirs, representatives successors and advisors (the “Seller Indemnitees”) assigns against and hold them harmless from (whether in connection with a Third Party Claim or a Direct Claim) any Loss payable promptly upon agreement between ABB and shall reimburse Purchaser or upon final determination of Purchaser's liability pursuant to the applicable Seller Indemnitee provisions of Section 11.10, as applicable, for any Losses suffered such Third Party Claim or incurred Direct Claim by any Seller Indemnitee which result such Indemnified Party caused by or resulting from: (a) Any material any breach of a any representation or warranty of Purchaser contained in Article 6 or any certificate delivered by Purchaseror on behalf of Purchaser at the Closing (it being agreed that for the purposes of such indemnification, or non-fulfillment the representations and warranties of Purchaser shall, with respect to calculation of Losses only (but not for determination of breaches), be deemed not qualified by any references therein to materiality); or (b) any breach of any covenant or obligation of Purchaser contained in this Agreement; and; (bc) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described employee benefit, bonus, incentive compensation, severance, salary continuation, termination or retention pay, death benefit, welfare benefit (including all obligations under Section 4980B of the Code and Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended), profit-sharing, pension, retirement, deferred compensation, medical, life insurance, disability, accident, accrued leave, vacation, sick pay, sick leave, unemployment benefit and fringe benefit plans, programs and arrangements and employment, consulting, termination, retirement and severance contracts and agreements, including the Transferred Plans, which transfer to Purchaser or its Affiliates in their entirety at or after the Closing by operation of Law, other than (i) Losses caused by a failure by ABB and its Affiliates (including the Acquired Group) prior to the Closing to comply with Law or the terms of such plans, programs, arrangements, contracts or agreements or (ii) Losses for which ABB has agreed to indemnify the Purchaser under Section 11.02(a) above9.1; provided, however, that Purchaser shall not be required to indemnify or hold harmless any Person, and shall not have any liability: (i) under clause (a) of this Section 9.2, other than any liability relating to a representation or warranty of Purchaser contained in Section 6.1 or 6.2.1 of this Agreement (collectively, the applicable Seller Indemnitee has taken "Purchaser Specified Claims"), (x) unless the aggregate of all commercially reasonable Losses relating thereto for which Purchaser would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to SEK 55 million, and appropriate actions then only to mitigate the extent of any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligationexcess; and further (y) for any individual breach where the Loss with respect to such individual breach is less than SEK 5 million, provided, that (i) the term "individual breach" shall mean each individual breach of a particular warranty and not the aggregation of individual breaches of a particular warranty into a single breach (e.g., if Purchaser failed to disclose five contracts under a particular warranty, and the failure to disclose any Losses incurred by one of those contracts would be a breach, then the Seller Indemnitee pursuant to any attempt to mitigate any five contracts together would be considered multiple breaches, of which each such lossesundisclosed contract would be an "individual breach"), damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice and (ii) for purposes of the assertion calculation of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement Loss with respect to such individual breach, a series of separate Losses caused by or resulting from the Third Party Claim without same individual breach shall be aggregated (e.g., if an individual breach causes or results in two separate Losses of SEK 3 million each, such Losses shall be aggregated to a sum of SEK 6 million for purposes of determining whether the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With "Loss with respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.individual breach" is less than SEK 5 million); and

Indemnification by Purchaser. Except as otherwise expressly provided in this Article VI, Purchaser shall indemnifydefend, defend indemnify and hold harmless Seller, its affiliates Xxxx, and its and each of their respective directorssubsidiaries, managersshareholders, affiliates, officers, directors, employees, agents, representatives successors and advisors assigns (the “Seller Indemnitees”) harmless from and such persons and entities, collectively, "Seller's Indemnified Persons"), and shall reimburse the applicable Seller Indemnitee for any Seller's Indemnified Persons, for, from and against all Losses suffered imposed on or incurred by Seller's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of (i) a breach of any representation or warranty made by Purchaser in this Agreement, (ii) a breach of any 45 <PAGE> express representation or warranty, if any, made by Purchaser in any Transaction Document (other than this Agreement), (iii) any breach or nonfulfillment of any covenant, agreement or other obligation of Purchaser under this Agreement, any Transaction Document or any certificate or other document delivered or to be delivered pursuant hereto or thereto, including, without limitation, Purchaser's obligation to pay Seller Indemnitee any portion of the Purchase Consideration, any portion of the Debt Holdback (to the extent Purchaser is required to pay any portion of the Debt Holdback to Seller pursuant to Schedule 1.2.2), the Final Debt Consideration Amount (to the extent Purchaser is required to pay any Final Debt Consideration Amount in excess of the Debt Holdback to Seller pursuant to Schedule 1.2.2), and Purchaser's obligation to pay its share of sales taxes as provided in Section 5.6.2, (iv) obligations maturing or accruing after the Closing Date under the Assumed Liabilities, or (v) the ownership, use, possession or operation of the Assets from and after the Closing Date, provided, however, that Seller or Xxxx, as applicable, will pay over to Purchaser any insurance proceeds actually received by Seller or Xxxx in respect of any such Losses to the extent such Losses shall have been paid by Purchaser pursuant to this Section 6.3 and such proceeds have not already been applied by Seller or Xxxx, as applicable, to offset all or any portion of such Losses; provided further, however, that Seller or Xxxx, in their sole and absolute discretion, may determine whether or not to file or pursue a claim under any insurance that might be applicable to the matters underlying any such Losses and neither Seller nor Xxxx shall have any obligation to file or pursue a claim under any such insurance. Notwithstanding the foregoing, neither Seller nor Xxxx shall be entitled to assert any claim for indemnification under this Section 6.3 unless and until such time as all claims of such parties for indemnification hereunder exceed $750,000 ("Seller's Basket") in the aggregate, at which result from: time any and all claims of Seller and/or Xxxx for indemnification in excess of Seller's Basket may be asserted; provided, however, that Seller's Basket shall not be applicable to any Losses attributable to (a) Any material the failure of Purchaser to pay Seller any portion of the Purchase Consideration, (b) any breach by Purchaser of any representation, warranty, covenant or obligation set forth in this Agreement or any Transaction Document if such breach is attributable to Purchaser's fraud, bad faith or willful misconduct or if Purchaser had Actual Knowledge of the breach at the time the covenant, representation or warranty was made, (c) the failure by Purchaser to make or pay, to or for the benefit of Seller and Xxxx, as appropriate, any portion of the Debt Holdback (to the extent Purchaser is required to pay any portion of the Debt Holdback to Seller pursuant to Schedule 1.2.2) or any portion of the Final Debt Consideration Amount (to the extent Purchaser is required to pay any Final Debt Consideration Amount in excess of the Debt Holdback to Seller pursuant to Schedule 1.2.2), or any prorations, adjustments, reimbursements, settlements or reconciliations specifically required to be made or paid by Purchaser pursuant to the provisions of Article IV of this Agreement, (d) any breach by Purchaser of Section 3.5, or (e) Purchaser's failure to make any payment required to be made by Purchaser in accordance with Section 5.6. Notwithstanding anything in this Agreement to the contrary, none of the Seller's Indemnified Persons shall be entitled to indemnity under this Section 6.3 with respect to, and Purchaser shall not otherwise be liable for, any breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions hereunder if either Seller or decrees, Xxxx had Actual Knowledge of such breach at or prior to the basis for which occurred after the Agreement Date, resulting from any Closing. The provisions of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect shall survive the amount termination of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser and shall have survive the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimClosing.

Indemnification by Purchaser. Subject to the limits set forth in this Section 9, Purchaser shall indemnifyhereby agrees to indemnify and hold harmless the Company upon its demand, from and against any and all losses, liabilities, damages, obligations, costs and expenses (including, without limitation, amounts paid in settlement and reasonable costs and expenses of investigating, preparing to defend and hold Sellerdefending any claim, its affiliates and its and their respective directorsaction, managerssuit, officersproceeding, employeesinquiry or investigations in respect thereof) resulting from, agents, representatives and advisors relating to or arising out of (i) the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for inaccuracy of any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty made herein by Purchaser, Purchaser or non-fulfillment (ii) the breach of any covenant or obligation of by Purchaser contained in herein. If any action, proceeding or claim shall be brought or asserted against the Company by any third party, which action, proceeding or claim, if determined adversely to the interest of the Company, would entitle it to indemnity pursuant to this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decreesSection 9(c), the basis for which occurred after the Agreement Date, resulting from any Company shall promptly notify Purchaser of the items described same in Section 11.02(a) above; providedwriting, howeverand, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve if Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claimso elects, Purchaser shall assume the defense thereof, including the employment of counsel satisfactory to the Company and the payment of all reasonable costs and expenses thereof. the Company shall have the right to employ counsel separate from any counsel employed by Purchaser in any such action, suit, proceeding or claim and to control (or, if the Company has elected to allow Purchaser to assume the defense thereof, participate in) the defense thereof and the fees and expenses of such Third Party Claim using counsel of employed by the Company shall be at its choice reasonably satisfactory to the applicable Seller Indemnitee, but may expense. Purchaser shall not enter into be liable for any settlement of such action, suit, proceeding or claim effected without the prior its written consent of Purchaser, (which shall not be unreasonably withheld. A Seller Indemnitee ), but if settled with its written consent, or if there shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent be a final judgment for plaintiff in any such action, subject to the entry of a judgment limits set forth in this Section 9(c), Purchaser agrees to indemnify and hold the Company harmless from an against any loss, liability, obligation, damage, cost or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise expense by reason of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 settlement or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claimjudgment.

Indemnification by Purchaser. Purchaser shall indemnify, agree to defend and hold Seller, its affiliates Seller and its and their respective directors, managers, officers, employees, agents, representatives employees and advisors agents (the “Seller IndemniteesIndemnified Parties”) at Purchaser’s cost and expense, and will indemnify and hold Seller and the other Seller Indemnified Parties harmless from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered claims, losses, costs, damages, fees or incurred by expenses (including legal fees and expenses) (collectively, “Losses”) resulting from any Seller Indemnitee which result fromclaims (including Third Party and product liability claims), actions or demands (collectively “Claims”) arising out of or otherwise relating to: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation [***] of Purchaser contained in connection with Purchaser’s performance of this Agreement; and; (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the material breach by Purchaser of this Agreement Date, resulting from including any of the items described representations or warranties made hereunder by Xxxxxxxxx; or (c) [***]; except, in each case, to the extent such Losses arise out of or relate to subsection (a), (b) or (c) of Section 11.02(a7.3. In the event of any such Claim against the Seller Indemnified Parties by a Third Party, (y) aboveSeller shall promptly notify Purchaser in writing of the Claim (provided, that, any failure or delay to so notify Purchaser shall not excuse any obligations of Purchaser except to the extent Purchaser is actually prejudiced thereby) and Purchaser shall solely manage and control, at is sole expense, the defense of the Claim and its settlement; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claimthat, Purchaser shall have the right to assume the defense of not settle any such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall Seller if such settlement does not be unreasonably withheld. Any exercise include a complete release of Seller Indemnified Parties from liability or if such rights settlement would involve undertaking an obligation (including the payment of money by a Seller Indemnitee Indemnified Party), would bind or impair a Seller Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Seller is invalid or unenforceable and (z) the Seller Indemnified Parties shall not relieve cooperate with Purchaser and may, at their option and expense, be represented in any such action or proceeding by counsel of its obligations and liabilities under this Section 11.02 or any other provision of this Agreementtheir own choosing. With respect to any Third Party Claim subject to indemnification under this Agreement, Section 7.2: (i) the applicable Seller Indemnitee shall be required Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with Purchaser each other in order to ensure the proper and adequate defense of any such ThirdClaim and (ii) the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and information protected by the attorney-Party Claimclient and work-product privileges in any such action or proceeding.

Indemnification by Purchaser. (a) Subject to the terms and conditions of this Article XI, Purchaser shall agrees to indemnify, defend and hold Sellerharmless Sellers, its affiliates and its and their respective directors, managersshareholders, officers, directors, employees, agentsattorneys, representatives all subsidiaries and advisors affiliates of Sellers, and the respective officers, directors, employees and attorneys of such entities (each, a "Seller Indemnified Party" and all such persons and entities being collectively referred to as the “"Seller Indemnitees”Indemnified Parties") harmless from from, against, and shall compensate and reimburse the applicable each Seller Indemnitee Indemnified Party for and in respect of any and all Losses suffered asserted against, relating to, imposed upon or incurred by any Seller Indemnitee which result Indemnified Party by reason of, resulting from: , based upon, arising out of, whether directly or indirectly, (ai) Any material breach the breach, inaccuracy, untruth or incompleteness of a any representation or warranty of Purchaser contained in or made pursuant to this Agreement, any Transaction Document or any certificate, schedule or exhibit delivered by PurchaserPurchaser in connection with this Agreement or any Transaction Document, or non-fulfillment (ii) the breach of any covenant or obligation of Purchaser set forth in this Agreement, (iii) the Assumed Liabilities, or (iv) any Proceeding relating to any breach, alleged breach, liability or matter of the type referred to above (including any Proceeding commenced by any Seller Indemnified Party for the purpose of enforcing any of its rights under this Article XI) (collectively, "Seller Indemnifiable Losses"): (b) Notwithstanding anything to the contrary contained in this Agreement; and , no claim for Seller Indemnifiable Losses shall be made under this Article XI: (bi) Litigationunless the aggregate of Seller Indemnifiable Losses shall exceed $50,000 (at which point Purchaser shall become liable for the aggregate Losses, proceedingsand not just amounts in excess of $50,000), governmental investigations(ii) for any Losses to the extent that the Seller Indemnified Parties have received payments in respect of claims made under this Article XI in excess of $250,000 in the aggregate, ordersand (iii) with respect to any Seller Indemnifiable Losses suffered, injunctions incurred or decrees, sustained by any Seller Indemnified Party or to which any of them becomes subject to the basis for which occurred extent such Losses arise from or were caused by actions taken or failed to be taken by any Seller after the Agreement Date, resulting from Closing. The indemnification provisions in this Section 11.4 shall be the Seller Indemnified Parties' sole and exclusive remedy with respect to any of the items described in Section 11.02(a) aboveclaim for Seller Indemnifiable Losses against Purchaser under this Article XI; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations nothing contained in this Section 11.02 but 11.4(b) shall limit any remedy at law or equity to which Sellers may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by entitled against Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claimfor fraud.

Indemnification by Purchaser. To the extent permitted by applicable law, the Purchaser shall indemnifywill, defend and hold Sellerindemnify the Company, each of its affiliates and its and their respective directorsAffiliates, managers, officers, employeesrepresentatives, agents, representatives counsel and advisors each Person who controls the Company or its Affiliates (collectively, the “Seller IndemniteesCompany Indemnified Parties”), against all Losses (or actions in respect thereof) harmless from to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, or other document, in each case related to the Resale Registration Statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and shall will reimburse each of the applicable Seller Indemnitee Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses suffered or incurred by any Seller Indemnitee which result from: action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (aor alleged untrue statement) Any material breach of a representation or warranty by Purchaseromission (or alleged omission) is made in the Resale Registration Statement, prospectus, or non-fulfillment of any covenant other document in reliance upon and in conformity with written information regarding the Purchaser furnished to the Company by the Purchaser or obligation of Purchaser his authorized representatives in connection with such registration expressly for use in the registration statement or prospectus. The indemnity agreement contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation 3.2 shall not relieve Purchaser of its indemnification obligations apply to amounts paid in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion settlement of any litigationloss, proceedingsclaim, governmental investigationsdamage, orders, injunctions, decrees liability or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of action if such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement is effected without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, Purchaser (which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 withheld or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claimdelayed).

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify, defend and hold indemnify Seller, its affiliates Affiliates and its and each of their respective officers, directors, managers, officers, employees, agents, agents and representatives and advisors (the “Seller Indemnitees”) against and hold them harmless from and shall reimburse the applicable Seller Indemnitee for any Losses Loss suffered or incurred by any Seller Indemnitee which result from: such indemnified party to the extent arising from (ai) Any material any breach of a any representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and , (bii) Litigation, proceedings, governmental investigations, orders, injunctions any breach of any covenant of Purchaser contained in this Agreement and (iii) any Assumed Liability (subject to any representation or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described warranty made by Seller in Section 11.02(a) aboverespect thereof); provided, however, that this Section 10.02 shall not provide for any indemnification arising out of or relating to Taxes (which are the applicable subject of Section 10.03). (b) Notwithstanding the forgoing, Purchaser shall not be required to indemnify any Seller Indemnitee has taken all and Purchaser shall not have any liability for any Losses under Section 10.02(a)(i), in [ * ] of the [ * ]. (c) Each Seller Indemnitee shall use commercially reasonable efforts to, and appropriate actions shall cause its Affiliates to use commercially reasonable efforts to, mitigate any Losses for which it seeks indemnification hereunder and the costs incurred from such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligationbe included as additional Losses subject to indemnification; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any no such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser take any action or refrain from taking any action that is contrary to ensure the proper any applicable Contract or Applicable Law binding on such Seller Indemnitee or any Affiliate thereof, or waive or abandon any rights to any Intellectual Property. (d) The obligation to indemnify any Seller Indemnitee shall be subject to Section 3.04 and adequate defense of such Third-Party ClaimSection 10.06.

Indemnification by Purchaser. Each Purchaser shall indemnify, defend agrees to indemnify and hold Seller, its affiliates harmless the Issuer and its officers, directors, members and their respective directorssuccessors and assigns (collectively, managers, officers, employees, agents, representatives and advisors (the “Seller IndemniteesIssuer Indemnified Parties”) harmless from and shall against any third party losses, claims, damages or liabilities to which such Issuer Indemnified Parties may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the representations or warranties of such Purchaser contained herein, or failure to comply with the covenants and agreements of such Purchaser contained herein, and such Purchaser will reimburse the applicable Seller Indemnitee such Issuer Indemnified Parties for any Losses suffered reasonable legal or other expenses reasonably incurred by in investigating, defending or preparing to defend any Seller Indemnitee which result from: (a) Any material such action, proceeding or claim, provided, however, that such Purchaser shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, a breach of a representation any representations or warranty warranties made by Purchaserthe Issuer herein, or non-fulfillment the failure of any covenant or obligation of Purchaser the Issuer to comply with its covenants and agreements contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, Agreement hereof . Such Purchaser shall reimburse each Issuer Indemnified Party for the basis amounts provided for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) aboveherein on demand as such expenses are incurred; provided, however, that such Purchaser’s obligation to indemnify the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any Issuer Indemnified Parties shall in no event exceed the aggregate amount received by such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect from the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice sale of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimPurchased Securities.

Indemnification by Purchaser. (a) Purchaser shall indemnifyhereby agrees to assume liability for, defend and defend, indemnify and hold Sellerharmless Seller Group (including successors, its affiliates assigns and transferees of Seller Group, if any) and its and their respective directors, managersshareholders, officers, employees, agents, representatives consultants, representatives, Affiliates, successors and advisors (the “Seller Indemnitees”) harmless assigns from and shall reimburse the applicable Seller Indemnitee for against any and all Losses suffered or incurred (except those relating to Taxes, which are governed solely by Article XVII) which any Seller Indemnitee which of them incurs as a result from: of (ai) Any material any breach of a any representation or warranty made by Purchaser in this Agreement; (ii) Purchaser, 's failure to pay or satisfy or cause to be paid or satisfied any of the Assumed Liabilities when due and payable; (iii) any breach or non-fulfillment of any covenant or obligation agreement of Purchaser contained herein or in any other document executed and delivered at the Closing; or (iv) except as otherwise specifically provided in this Agreement; and, the ownership, operations or control of the Business after the Closing Date. (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, Notice of any claim for indemnification under Section 16.5 below must be given within the basis for which occurred after the Agreement Date, resulting from any of the items described applicable survival period set forth in Section 11.02(a16.1 with respect to matters set forth in Section 16.3(a)(i). (c) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the The amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses Group shall be reimbursed by Purchaser as part of its indemnification obligations reduced and increased in accordance with Section 17.1(e). (d) The indemnity provided in this Section 11.0216.3 shall be the sole and exclusive remedy of Seller Group after the Closing Date with respect to any and all claims, including any claims arising under Environmental Laws relating to the subject matter of this Agreement other than for fraud, willful misrepresentation or willful deceit and claims relating to Taxes (which shall be governed solely by the provisions of Article XVII). Under no circumstances will Purchaser be responsible for any consequential, incidental, special, or punitive damages or damages resulting from lost profits or business opportunities arising out of or resulting from any such claim, except to the extent Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees Group (or any third other indemnified party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of described in Section 16.2) incurs such notice of damages in a Third Party Claim. In furtherance of the foregoing, Purchaser shall have Seller Group hereby waives, from and after the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory Closing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent relating to the entry subject matter of a judgment this Agreement arising under or enter into based upon any settlement United States federal, state or local or any foreign statute, law, Environmental Laws (including, without limitation, any claims for contribution under ERCLA, ordinance, rule or regulation or otherwise except (i) as otherwise provided with respect to the Third Party Claim without the prior written consent of Purchaser, claims relating to Taxes (which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure governed solely by the proper provisions of Article XVII) and adequate defense of such Third-Party Claim(ii) for fraud, willful misrepresentation or willful deceit.

Indemnification by Purchaser. (a) Purchaser shall indemnifyagrees, defend subject to the other terms and hold Sellerconditions of this Agreement, its affiliates to indemnify Seller and its and their respective directors, managersAffiliates, officers, directors, employees, agents, agents and representatives and advisors (the each a “Seller IndemniteesIndemnified Party”) against and hold them harmless from and shall reimburse the applicable Seller Indemnitee for any all Losses suffered or incurred by any Seller Indemnitee which result resulting from: (ai) Any material any breach of a any representation or warranty by Purchaserof Purchaser contained herein, in each case without giving effect to any qualifications as to materiality, material adverse effect or non-fulfillment similar qualifications; (ii) any breach of any covenant or obligation agreement of Purchaser contained in this Agreementherein; and (iii) any Assumed Liability or Purchased Asset after the Closing Date. (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis The aggregate liability of Purchaser for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without matters set forth in this Section 8.3 will not exceed an amount equal to the prior written consent Final Purchase Price. (c) If any insurance proceeds are actually received by Seller Indemnified Parties from any third party with respect to a Loss indemnifiable pursuant to Section 8.3(a), such amount received shall reduce the amount of the Loss for which Purchaser is responsible. If payment has already been made by Purchaser to the Seller Indemnified Parties with respect to the Loss, then the amount of the insurance proceeds received which applies to the Loss (net of any costs of collecting such insurance proceeds or increases in premiums related to such claims) shall be promptly paid to Purchaser. The Seller Indemnified Parties shall use commercially reasonable efforts to collect amounts available under any insurance coverage, which consent but the collection of insurance amounts shall not be unreasonably withheld. a condition to, or a limitation on (other than with respect to the amount of Losses, with respect to which insurance coverage will be a limitation), indemnification rights hereunder. (d) Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities liability for indemnification under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee 8.3 shall be required determined without duplication of recovery by reason of the state of facts giving rise to cooperate in good faith with Purchaser to ensure the proper and adequate defense such liability constituting a breach of such Third-Party Claimmore than one representation, warranty, covenant or agreement.

Indemnification by Purchaser. Purchaser and Parent shall indemnifyindemnify and defend, defend save and hold Seller, its affiliates and its Affiliates, and their respective directors, managers, officers, employees, agents, employees and representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered arising out of or incurred by any Seller Indemnitee which result resulting from: (a) Any material the breach of a any representation or warranty made by Purchaser, Purchaser or non-fulfillment of any covenant or obligation of Purchaser contained Parent in this Agreement; andAgreement (and the related certifications in the Purchaser Closing Certificate) or in any of the other Transaction Documents to which it is a party; (b) Litigation, proceedings, governmental investigations, orders, injunctions any failure of Purchaser or decrees, Parent to perform or observe any covenant or agreement on the basis for which occurred after the Agreement Date, resulting from part of Purchaser or Parent to be performed or observed hereunder or under any of the items described other Transaction Documents to which it is a party; (c) the Assumed Liabilities; or (d) the ownership of the Purchased Assets or the conduct of the business of Purchaser or Parent after the Closing Date, except, in Section 11.02(a) above; providedeach case, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation for Excluded Liabilities. Purchaser shall not relieve Purchaser of its indemnification obligations in this be liable for any Loss or Losses pursuant to Section 11.02 but may affect 9.3(a) (“Seller Warranty Losses”) (i) unless and until the aggregate amount of such obligation; and further provided, that any all Seller Warranty Losses incurred by the Seller Indemnitee pursuant Indemnitees exceeds the Deductible, in which event Purchaser shall be liable for all Seller Warranty Losses in excess of the Deductible, and (ii) to the extent that Seller Warranty Losses exceed the General Cap; provided that the Deductible and the General Cap shall not apply to any attempt to mitigate Seller Warranty Losses that result from any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed breach by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion Purchaser Fundamental Representations; and provided further that the cumulative indemnification obligation of Purchaser with respect to any litigationand all Seller Warranty Losses shall not exceed the Maximum Cap. For the avoidance of doubt, proceedingsthe Deductible, governmental investigations, orders, injunctions, decrees or the General Cap and the Maximum Cap shall not apply to any third party claims Losses incurred by Seller that are subject to indemnification under this Agreement (each, a “Third Party Claim”Section 9.3(b)-(d). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. Purchaser shall indemnify, defend agrees to indemnify Seller Entities and hold Seller, its affiliates and its and each of their respective owners, directors, managers, officers, employees, agents, representatives representatives, affiliates, successors and advisors assigns (the collectively “Seller Indemnitees”) and hold Seller Entities harmless from and shall reimburse the applicable any loss, damage or expense (including reasonable attorneys’ fees) which a Seller Indemnitee may incur, suffer or become liable for any Losses suffered as a result of or incurred by any Seller Indemnitee which result from: in connection with (a) Any material the inaccuracy or breach of a any representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement, including any Exhibit or Schedule hereto, occurring or developing during the applicable Limitations Period; and (b) Litigationthe breach of any agreement of Purchaser contained in this Agreement, proceedingsincluding any claims by any third Person alleging facts and circumstances which, governmental investigations, orders, injunctions if true would constitute such a breach; or decrees, (c) any assertion against a Seller Indemnitee of any claim or liability relating to the basis for which occurred Assumed Liabilities after the Agreement DateClosing Date including theories of strict liability. Seller Entities shall give Purchaser prompt written notice of any claim, resulting from any of the items described in Section 11.02(a) abovesuit or demand which Seller Entities believe will give rise to indemnification by Purchaser under this paragraph; provided, however, that, the failure to give such notice shall not affect the liability of Purchaser hereunder except to the extent that the failure to promptly give notice has materially prejudiced Purchaser’s ability to defend or mitigate the claim. No notice of claim, suit or demand will be effective after 90 days following the expiration of the applicable Limitations Period. Except as hereinafter provided and except where a conflict of interest between a Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of a Seller Indemnitee at Purchaser’s expense and with counsel of Purchaser’s own choosing. Each Seller Indemnitee shall, at Purchaser’s expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Indemnitee, the Seller Indemnitee shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory claim at any time prior to the applicable settlement, compromise or final determination thereof if the only issues remaining therein involve liability for, or the amount of, money damages to be assessed against the Seller Indemnitee, but may not enter into any settlement provided Purchaser will not, without the prior Seller Indemnitee’s written consent, settle or compromise any claim or consent to any entry of Purchaser, judgment which shall does not be unreasonably withheld. A include as an unconditional term thereof the giving by the claimant or the plaintiff to the Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with release from all liability in respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claimclaim.

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify, defend and hold Sellerharmless SellerCo, its affiliates and its Affiliates and their respective directorsofficers, managersdirectors (or Persons in similar positions), officersmembers, partners, employees, equityholders, agents, representatives successors and advisors permitted assigns (collectively, the “Seller IndemniteesIndemnified Parties”) harmless from and shall reimburse the applicable against any Loss which any such Seller Indemnitee for any Losses suffered Indemnified Party may suffer, sustain or incurred by any Seller Indemnitee which become subject to, as a result fromof or in connection with: (ai) Any material any breach of a representation or warranty by Purchaser, of Purchaser or non-fulfillment Issuer set forth in this Agreement; or (ii) any failure of Purchaser to perform or observe any covenant or obligation of Purchaser agreement contained in this Agreement; and. (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis The aggregate Liability of Purchaser in respect of any Loss for which occurred after Purchaser indemnifies the Agreement Date, resulting from any of Seller Indemnified Parties pursuant to Section 7.3(a) shall not exceed the items described in Section 11.02(a) aboveIndemnity Cap; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation limitations set forth in this sentence shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that apply (i) to any Losses incurred Loss suffered by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement Indemnified Parties with respect to breaches of the Third Party Claim without the prior written consent Purchaser Fundamental Representations, or (ii) in respect of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 Fraud or any other provision of this AgreementWillful Breach. With respect to any Third Party Claim subject to indemnification under this Agreementclause (i) of the previous sentence, the applicable maximum amount recoverable by the Seller Indemnitee Indemnified Parties shall be required an amount equal to cooperate the Final Purchase Price, provided that the foregoing shall not limit the amount recoverable under Purchaser’s indemnification obligations in good faith with Purchaser to ensure the proper and adequate defense respect of such Third-Party ClaimFraud or Willful Breach.

Indemnification by Purchaser. (a) Subject to Section 8.3(b), Purchaser hereby agrees that from and after the Closing, it shall indemnify, defend and hold Sellerharmless Sellers, its affiliates and its their Affiliates, and their respective directors, managers, officers, employeesshareholders, partners, members, attorneys, accountants, agents, representatives and advisors employees and their heirs, successors and permitted assigns, each in their capacity as such (the “Seller IndemniteesIndemnified Parties” and, collectively with the Purchaser Indemnified Parties, the “Indemnified Parties”) harmless from from, against and shall reimburse the applicable Seller Indemnitee for in respect of any Losses imposed on, sustained, incurred or suffered by, or incurred asserted against, any of the Seller Indemnified Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, arising out of (i) any breach of any representation or warranty made by Purchaser, (ii) any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation agreement of Purchaser contained in this Agreement; and, or (iii) any Assumed Liabilities. (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent liable to the entry of a judgment or enter into Seller Indemnified Parties for any settlement Losses with respect to the Third Party Claim without the prior written consent of Purchasermatters contained in Section 8.3(a)(i) (x) for any De Minimis Loss, which consent and no claim for a De Minimis Loss shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities asserted under this Section 11.02 or any other provision 8.3 (and no such De Minimis Loss shall be included in the calculation of this Agreementthe Threshold Amount provided for in clause (y) hereof) and (y) the aggregate amount of Losses incurred by all Seller Indemnified Parties exceeds the Threshold Amount, in which event Purchaser shall be liable to the Seller Indemnified Parties for all Losses in excess of the Threshold Amount. With Purchaser’s cumulative aggregate liability for Losses with respect to any Third Party Claim subject the matters contained in Section 8.3(a)(i) shall not exceed an amount equal to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimIndemnification Cap.

Indemnification by Purchaser. (a) Purchaser shall indemnifyagrees, defend subject to the other terms and hold Sellerconditions of this Agreement, its affiliates and its to indemnify Parent, Sellers, Affiliates of Sellers and their respective officers, directors, managers, officers, agents or employees, agents, representatives and advisors their respective successors and assigns (the “each a "Seller Indemnitees”Indemnified Party") against and hold each Seller Indemnified Party harmless from and shall reimburse all Losses (without duplication) to such Seller Indemnified Party arising out of (i) the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a any representation or warranty by Purchaserof Purchaser herein, or non-fulfillment (ii) the breach of any covenant or obligation agreement of Purchaser herein or (iii) following the Closing, the Gramanz Contract and the Assumed Liabilities. Anything in Section 9.1 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against Purchaser for breach of any representation or warranty contained herein, unless written notice of such claim or action is received by Purchaser describing in this Agreement; andreasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 9.1, whether or not the subject matter of such claim or action shall have occurred before or after such date. (b) LitigationSellers agree to give, proceedingsand cause each Seller Indemnified Party to give, governmental investigationsPurchaser written notice of any claim, ordersassertion, injunctions event or decrees, the basis for proceeding by or in respect of a third party as to which occurred after the Agreement Date, resulting from it may request indemnification hereunder as soon as is practicable and in any event within 30 days of the items described in Section 11.02(a) abovetime that such Seller Indemnified Party learns of such claim, assertion, event or proceeding; provided, however, that the applicable failure to so notify Purchaser shall not affect rights to indemnification hereunder except to the extent that Purchaser is actually prejudiced by such failure. Within 30 days after receipt of such notification, Purchaser may elect to direct, through counsel of its own choosing reasonably acceptable to the Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate Indemnified Party, the defense or settlement of any such losses, damages, deficiencies, claims, causes of action claim or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of proceeding at its indemnification obligations in this Section 11.02 but may affect the amount of such obligationown expense; and further provided, that any Losses incurred by no settlement will be made without the consent of the Seller Indemnitee Indemnified Party (not to be unreasonably withheld or delayed). If Purchaser elects to assume the defense of any such claim or proceeding, the Seller Indemnified Party may participate in such defense, but in such case the expenses of the Seller Indemnified Party shall be paid by such Seller Indemnified Party. Sellers shall provide, or cause such Seller Indemnified Party to provide, Purchaser with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise reasonably cooperate with Purchaser in the defense or settlement thereof, and Purchaser shall reimburse Sellers or the Seller Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. If Purchaser elects to direct the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless Purchaser consents (which consent is not to be unreasonably withheld) in writing to such payment or unless: Purchaser, subject to the last sentence of this Section 9.2(b), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of Purchaser is entered against the Seller Indemnified Party for such liability. If Purchaser shall not be entitled to direct the defense, or fails to defend, or if, after commencing or undertaking any such defense, Purchaser fails to prosecute or withdraws from such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at Purchaser's expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. 9.2(b) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then Sellers shall give, or cause such Seller shall notify Indemnified Party to give, Purchaser promptly after receiving prompt written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, thereof and Purchaser shall have the right to participate in the settlement or assume or reassume the defense of such Third claim or proceeding. (c) In addition to Purchaser's obligations set forth elsewhere in this Section 9.2, and notwithstanding the procedural requirements of Section 9.2(b) above, the following provisions of this Section 9.2(c) will obtain and control with respect to that certain litigation pending in Special Board Number Five Bis of the Local Conciliation and Arbitration Board of the Federal District, Mexico ("Special Board"), captioned Xxxxx Xxxxxxx Xxxxxx Tamé ("Tamé") vs. Rimtech Corporation and Sheraton Desert Inn Corporation et. al and/or any other proceeding brought or involving Tame and concerning his work for or severance by Rimtech Marketing Incorporated, AKA Rimtech Corporation ("Rimtech") (the "Severance Litigation"). Sellers have made available to Purchaser litigation files maintained by Seller's in-house counsel, Xxxx Xxxxxxxxxx, at SDIC, and letters written by advisory counsel addressed to Xxxx Xxxxxxxxxx dated January 26, 1999 (the "January 26 Letter") and April 25, 2000 (the "April 25 Letter"), concerning the Severance Litigation. Purchaser hereby agrees to fully indemnify and hold harmless Seller Indemnified Party, wherever located, including, without limitation, ITT Sheraton Corporation, Sheraton International, Inc. and Sheraton International de Mexico, Inc., each of which Sellers represents is an Affiliate of a Seller or any of the hotels in Mexico in which Sheraton has an interest and Rimtech, from and against any and all Losses arising out of or in connection with the Severance Litigation. Without limitation of the foregoing, on the Closing, Purchaser will undertake, at its sole cost and expense, the defense, appeal, settlement and payment of any Losses on account of the Severance Litigation, including, without limitation, that certain resolution pronounced by the Special Board against SDIC and Rimtech, which is the subject of the January 26 Letter and the April 25 Letter. Further, without limitation of the foregoing, in the event any attachment or other writ or order shall be issued against any Seller Indemnified Party Claim using counsel and/or any properties in Mexico, the United States or elsewhere in the world, owned by a Seller Indemnified Party or in which a Seller Indemnified Party has an interest, Purchaser will be responsible for satisfying, bonding against, and/or obtaining release of its choice reasonably satisfactory such party or properties from such writ or order. In the event Purchaser fails so to do within 20 days from and after notice from Sellers or their representatives of any such writ or order and in any event prior to execution, levy or other enforcement of such writ or order, Sellers shall have the applicable Seller Indemniteeright, but may not enter into the obligation, to pay or otherwise satisfy any settlement without such writ or order required to obtain the prior written consent full release of Purchaserany such property from such writ or order, which and Purchaser agrees and acknowledges that it shall not be unreasonably withheldobligated to reimburse Sellers for the same, together with legal fees and expenses incurred in connection therewith, plus interest on all such sums, at the rate of 10% per annum. A Seller Indemnitee Purchaser shall have the right to select separate counsel assert any and all defenses available to Seller Indemnified Parties and to otherwise separately defend itself but continue to contest the Severance Litigation. Sellers shall not consent cooperate; in such defense and contest so long as no Seller Indemnified Party is required to the entry incur monetary expense and so long as no asset of a judgment or enter into any settlement with respect to the Third Seller Indemnified Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claimattached.

Indemnification by Purchaser. Subject to the limitations set forth in this Article XII, the Purchaser shall indemnify, defend indemnify and hold harmless the Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless ’s Indemnitees from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered or Indemnification Loss incurred by any Seller Seller’s Indemnitee which result from: to the extent resulting from (ai) Any material any breach of a any representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of the Purchaser contained in this Agreement; and (bii) Litigation, proceedings, governmental investigations, orders, injunctions any breach by the Purchaser of any of its covenants or decrees, the basis obligations under this Agreement; (iii) any claim by any Person for which occurred after the Agreement Date, resulting from brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Purchaser (or any Person acting on Purchaser’s behalf) in connection with any of the items described in Section 11.02(atransactions contemplated by this Agreement; (iv) aboveany claim related to Purchaser and Purchaser’s representative’s entry onto the Real Property or investigation of the Assets, including, but not limited to, claims of property damage, personal injury, nonpayment and mechanic’s liens; provided, however, that (v) any Third-Party Claim arising out of the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate ownership or operation of the Assets after Closing; or (vi) any such losses, damages, deficiencies, claims, causes Assumed Liabilities. The terms of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect 12.2.2 shall survive Closing for the Survival Period. No claim for any of the foregoing shall be actionable or payable if the item in question results from or is based on a condition, state of facts or other matter which was actually known to Seller prior to Closing. Purchaser shall have no liability to Seller for a breach of any covenant, representation or warranty or for any indemnification claim unless written notice containing a description of the specific nature of such breach or indemnification claim shall have been given by Seller to Purchaser prior to the expiration of the Survival Period and an action shall have been commenced by Seller against Purchaser within the Action Period, in which event the full amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses valid claims shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02actionable. Seller shall notify Purchaser promptly after receiving written notice of the assertion of agrees to first seek recovery under any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject insurance policies and service contracts prior to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of seeking recovery from Purchaser, which and Purchaser shall not be unreasonably withheld. A liable to Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment if Seller’s claim is satisfied from such insurance policies or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claimservice contracts.

Indemnification by Purchaser. (i) Purchaser shall indemnifydefend, defend indemnify and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) Sellers harmless from and shall reimburse the applicable Seller Indemnitee for against and in respect of any and all actual Losses suffered or incurred directly by Sellers (hereinafter "Sellers Losses") arising out of any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment any of any covenant or obligation the representations and warranties of Purchaser contained in this Agreement; andherein. (bii) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for The Sellers shall give Purchaser prompt written notice of any third party claim which occurred after the Agreement Date, resulting from may give rise to any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in indemnity obligation under this Section 11.02 but may affect 4.3(b), together with the estimated amount of such obligation; claim, and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of any such Third Party Claim using claim through counsel of its choice own choosing, by so notifying Sellers within 30 days of receipt of Purchaser's written notice; provided, however, that Purchaser's counsel shall be reasonably satisfactory to Sellers. Failure to give prompt notice shall not affect the applicable indemnification obligations hereunder in the absence of actual prejudice. If any Seller Indemniteedesires to participate in any such defense assumed by Purchaser such Seller may do so at their own individual sole cost and expense. Neither Party shall, but may not enter into any settlement without the prior written consent of Purchaserthe other Party, which shall not be unreasonably withheld. A Seller Indemnitee shall have , settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry imposition of a judgment consent order, injunction or enter into decree which would restrict the future activity or conduct of the other party or any Subsidiary or any Affiliate thereof or if such settlement or compromise does not include an unconditional release of the other Party for any liability arising out of such claim or demand. (iii) The indemnities provided in this Section 4.3(b) shall survive the Closing; provided, however, that Purchaser's indemnification obligation for any breach of the representations and warranties described herein shall survive for only a period of eighteen (18) months from the Closing Date; after the expiration of the respective survival period, such representations and warranties of Purchaser under this Agreement shall be extinguished. No claim for the recovery of such Sellers Losses may be asserted after such 18-month period; provided, however, that claims for Sellers Losses occurring within such period that are first asserted in writing with respect to the Third Party Claim without the prior written consent of Purchaser, which consent specificity within such period shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claimthereafter barred.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material Subject to the provisions of Section 6.3 hereof, Purchaser shall indemnify Sellers against, and hold Sellers harmless from, any and all Losses incurred, suffered, sustained or required to be paid, directly or indirectly, by or sought to be imposed upon, Sellers resulting from, related to or arising out of any inaccuracy in or breach of a representation any of the representations, warranties or warranty covenants made by PurchaserPurchaser in or pursuant to this Agreement or in any agreement, document or non-fulfillment instrument executed and delivered pursuant hereto or in connection with the Closing of any covenant or obligation of Purchaser contained in this Agreement; andthe transactions contemplated hereunder. (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any Sellers shall promptly give written notice to Purchaser of the items described in Section 11.02(a) aboveassertion by any Person of any claim, action, suit or proceeding with respect to which Purchaser is obligated to provide indemnification hereunder; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable rights of Sellers to be indemnified hereunder shall only be affected by the failure to give such notice if and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which the extent such failure prejudices Purchaser in the defense of mitigation shall not relieve Purchaser of its indemnification obligations in such third party claim. Amounts due with respect to Losses covered by this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses 6.2 shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser paid promptly after receiving delivery of reasonably documented written notice of the assertion amount of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”)Losses incurred. Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of its choice in connection with, any claim, action, suit or proceeding by any third party alleged or asserted against Sellers that is subject to indemnification by Purchaser hereunder, and the cost and expense thereof shall be subject to the indemnification obligations of Purchaser hereunder; provided, that Sellers shall have the right and option to assume participate in, but not control, the defense of such Third Party Claim using action at their own expense; and provided, further, that (i) if Purchaser elects not to defend any such action or (ii) if Sellers shall have defenses not available to Purchaser and if counsel to Sellers shall in a written opinion advise that common representation is not appropriate, then Sellers shall be entitled, at their option through counsel of its choice reasonably satisfactory their choice, approved by Purchaser, such approval not to the applicable Seller Indemniteebe unreasonably withheld, but may not enter into at Purchaser's expense, to assume and control the defense of such action. Neither Sellers, on one hand, nor Purchaser, on the other hand, shall be entitled to settle or compromise any settlement such claim, action, suit or proceeding without the prior written consent of such Sellers or Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have as the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchasercase may be, which consent shall not be unreasonably withheld. Any exercise withheld and provided further if Sellers unreasonably refuse to approve any settlement of an action or proceeding which involves only the payment of money and Sellers' position in such rights by a Seller Indemnitee shall action or proceeding is subsequently not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreementsustained, the applicable Seller Indemnitee Sellers shall be required solely responsible for Losses in excess of those which would have been incurred had such claim been settled on the terms acceptable to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimPurchaser.

Indemnification by Purchaser. 11.3.1 Each of the Purchaser shall and WebMD agrees, from and after the Closing Date, subject to the other terms and conditions of this Article 11, to solidarily (jointly and severally) indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (harmless the “Seller Indemnitees”) harmless Vendor from and shall reimburse the applicable Seller Indemnitee for any all Losses suffered or incurred by any Seller Indemnitee which the Vendor as a result from: of (a) Any material breach the inaccuracy of a any representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigationany breach by Purchaser of the covenants and agreements to be performed by Purchaser pursuant to this Agreement; and (c) any breach by Purchaser, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement DateClosing, resulting from of any of the items described Post-Closing Obligations, including the obligation to satisfy Assumed Liabilities. 11.3.2 Notwithstanding anything to the contrary contained in this Agreement, (a) the rights of the Vendor to indemnification under this Article 11 shall constitute the sole and exclusive remedy of the Vendor for any breach by Purchaser of any provision of this Agreement, and (b) no claim may be asserted nor any action commenced against Purchaser for indemnification under Section 11.3.1 unless written notice describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action is received by Purchaser on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 11.02(a11.1, regardless of whether the subject matter of such claim or action shall have occurred before or after such date. 11.3.3 The indemnification obligations of the Purchaser pursuant to this Article 11 shall not be effective until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant thereto exceeds two hundred and fifty thousand dollars ($250,000) above(the “Purchaser Threshold Amount”), and then only to the extent such aggregate amount exceeds the Purchaser Threshold Amount; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation Purchaser Threshold Amount shall not relieve Purchaser apply in the case of its fraud and in the case of a claim pursuant to Section 11.3.1(a) relating to a breach of the representations and warranties set forth in Sections 4.1 (Organization and Good Standing) and 4.2 (Authority, Validity, Consents). 11.3.4 The indemnification obligations in this Section 11.02 but may affect of the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee Purchaser pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses this Article 11 shall be reimbursed by Purchaser as part limited to an amount equal to the Cash Purchase Price, and no indemnification pursuant to such provisions shall be payable thereafter. 11.3.5 For the purposes solely of its indemnification obligations in determining amounts payable pursuant to this Article 11 (and not for determining whether there is a breach or inaccuracy pursuant to Section 11.02. Seller shall notify Purchaser promptly after receiving written notice 11.3.1(a)), all representations and warranties of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee in Article 4 shall be required construed as if the term “material” and any reference to cooperate in good faith with Purchaser to ensure the proper “material adverse effect” (and adequate defense of variations thereof) were omitted from such Third-Party Claimrepresentations and warranties.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold will indemnify Seller, its affiliates and its Gateway and their respective directors, managers, officers, employees, agents, representatives and advisors Affiliates (the “forgoing being the "Seller Indemnitees”Indemnified Parties") and hold each such party harmless from and any liability, loss, cost or expense, including reasonable attorneys' fees, which shall reimburse result from or arise out of (i) the applicable Seller Indemnitee for breach (or any Losses suffered or incurred by any Seller Indemnitee third-party allegation, which result from: (a) Any material if true would constitute a breach of a Purchaser representation or warranty by Purchaser, or non-fulfillment warranty) of any covenant of Purchaser's representations or obligation of Purchaser contained warranties in this Agreement; and (bii) Litigation, proceedings, governmental investigations, orders, injunctions the breach by Purchaser of any of its covenants or decrees, agreements herein; or (iii) any liability or obligation relating to the basis for Assets to be Sold which occurred arises out of any event or condition occurring or existing after the Agreement Closing Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that in no event shall Purchaser be obligated under this Section 7.2 to indemnify Seller Indemnified Parties against any liability, loss, cost or expense which shall result from Seller Indemnified Parties's willful misconduct or gross negligence. In case any claim is made, or any suit or action is commenced against Seller Indemnified Parties in respect of which indemnification may be sought by Seller Indemnified Parties under this Section 7.2, Seller shall promptly give Purchaser notice thereof and Purchaser shall be entitled to participate in (or, if Seller does not desire to defend, to conduct) the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate defense thereof at Purchaser's expense. Purchaser may (but need not) defend or participate in the defense of any such lossesclaim, damagessuit or action, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation but Purchaser shall promptly notify Seller if Purchaser shall not relieve desire to defend or participate in the defense of any such claim, suit or action. Seller may at any time notify Purchaser of its indemnification obligations intention to settle or compromise any claim, suit or action against Seller Indemnified Parties in this Section 11.02 but respect of which payments may affect be sought by Seller Indemnified Parties hereunder (and in the defense of which Purchaser has not previously elected to participate), and Seller may settle or compromise any such claim, suit or action unless Purchaser notifies Seller in writing (within ten (10) days after Seller has given Purchaser written notice of its intention to settle or compromise) that Purchaser intends to indemnify Seller Indemnified Parties and conduct the defense of such claim, suit or action. Any such settlement or compromise of, or any final judgment or decree entered on or in, any claim, suit or action which Seller has defended or participated in the defense of in accordance herewith shall be deemed to have been consented to by, and shall be binding upon, Purchaser as fully as if Purchaser had assumed the defense thereof and a final judgment or decree had been entered in such suit or action, or with regard to such claim, by a court of competent jurisdiction for the amount of such obligation; settlement, compromise, judgment or decree. EMCC Servicing LLC and further providedEMCC (collectively the "EMCC Party"), that any Losses incurred by and Computer Finance LLC and Asta (collectively the "Asta Party") intend to split the Receivables into two separate and distinct pools, an entity from each group purchasing a pool. To the extent Seller Indemnitee Indemnified Parties have a claim against Purchaser pursuant to any attempt this Section 7.2, the EMCC Party join in the indemnity to mitigate any such losses, damages, deficiencies, claims, causes of the extent the claim arose from an action or expenses failure to act by an EMCC Party, and the Asta Party joins in the indemnity to the extent the claim arose from an action or failure to act by an Asta Party. In no event shall be reimbursed by Purchaser as part of its indemnification obligations in an EMCC Party to liable to Seller pursuant to this Section 11.02. Seller 7.2 as a result of an act or failure to act by an Asta Party, nor shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees an Asta Party be liable for an act or any third party claims subject failure to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights act by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claiman EMCC Party.

Indemnification by Purchaser. Except as otherwise provided in this ---------------------------- Article 7, Purchaser shall agrees to indemnify, defend and hold Seller, its affiliates harmless the Company and its and their respective officers, directors, managersshareholders, officersagents, employees, agentssubsidiaries, representatives partners, members and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement controlling persons (each, a “Third "Company Indemnified Party") ------------------------- to the fullest extent permitted by law from and against any and all Losses resulting from, arising out of or relating to any breach of any representation or warranty or covenant set forth in Article 4, or from any allegation which, if true, would constitute such breach; provided, that Purchaser shall not be liable -------- under this Section 7.2 to a Company Indemnified Party Claim”). Upon receipt to the extent (and only to the extent) that it is finally judicially determined that such Losses resulted primarily from the material breach by such Company Indemnified Party of any representation, warranty, covenant or other agreement of such notice of a Third Company Indemnified Party Claimcontained in this Agreement or the other Transaction Documents; provided, further, that if and to the extent that such ----------------- indemnification is unenforceable for any reason, Purchaser shall have make the right maximum contribution to assume the defense payment and satisfaction of such Third Party Claim using counsel of its choice reasonably satisfactory Losses which shall be permissible under applicable laws. Notwithstanding anything to the applicable Seller Indemniteecontrary contained herein, but may not enter into any settlement without the prior written consent aggregate amount of Purchaser, which all payments by Purchaser to the Company Indemnified Parties in respect of all Losses shall not be unreasonably withheldexceed the Purchase Price. A Seller Indemnitee shall have In connection with the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry obligation of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure indemnify for expenses set forth above, Purchaser shall, upon presentation of appropriate invoices containing reasonable detail, reimburse the proper Company for all such expenses (including reasonable fees, disbursements and adequate defense other charges of such Third-Party Claimcounsel incurred by the Company.)

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and ---------------------------- hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (harmless the “Seller Indemnitees”) harmless Company from and shall reimburse the applicable Seller Indemnitee for against any and all Losses suffered or incurred by the Company as a result of the breach or incorrectness of any Seller Indemnitee which result from: (a) Any material breach representation and warranty of a representation or warranty by Purchaserthe Company set forth in Section 3.2 of this Agreement. The Company shall promptly notify Purchaser in writing of the occurrence of any event, or non-fulfillment of its discovery of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaserfacts, which in the Company's opinion entitle or may entitle it to indemnification hereunder. The Company's failure to do so shall not preclude it from seeking indemnification hereunder from Purchaser unless such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant has materially prejudiced Purchaser's ability to defend as provided herein. With respect to any attempt to mitigate any such losses, damages, deficiencies, claims, causes threatened or asserted claims of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claimparties, Purchaser shall have the right to defend such claims by counsel of its choosing and to direct or control the defense and settlement thereof. Notwithstanding the Purchaser's election to assume the defense of a claim, the Company shall have the right to employ separate counsel and to participate in the defense of such claim, and the Purchaser shall bear the reasonable fees, costs and expenses of such separate counsel if: (i) the use of counsel chosen by the Purchaser to represent the Company would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such claim include both the Purchaser and the Company, and the Company shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Purchaser (in which case the Purchaser shall not have the right to assume the defense of such Third Party Claim using claim on the Company's behalf), (iii) the Purchaser shall not have employed counsel of its choice reasonably satisfactory to the applicable Seller IndemniteeCompany to represent the Purchaser within a reasonable time after notice of the institution of such claim, but or (iv) the Purchaser shall authorize the Company to employ separate counsel at the Purchaser's expense. If the Purchaser assumes the defense of a claim, no compromise or settlement thereof may not enter into any settlement be effected by the Purchaser without the prior Company's written consent unless (a) there is no finding or admission of any violation of law and no effect on any other claims that may be made against the Company and (b) the sole relief provided is monetary damages that are to be paid in full by the Purchaser. For purposes of this Section 7.3, which the term "Company" shall not be unreasonably withheld. A Seller Indemnitee shall have include the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into Company, any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 affiliates, each person, if any, controlling the Company or any other provision of its affiliates, their respective officers, current and former directors, employees, partners, members and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company shall cooperate in all reasonable respects with such counsel. In no event shall the indemnification obligations of the Purchaser exceed the aggregate purchase price of the Preferred Shares purchased by the Purchaser pursuant to this Agreement. With respect Notwithstanding the foregoing, no representation, warranty, covenant or acknowledgment made herein by the Purchaser shall in any manner be deemed to constitute a waiver of any Third Party Claim subject rights granted to indemnification it under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimExchange Act or state securities laws.

Indemnification by Purchaser. (a) Subject to the provisions of this Article XI, Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates and its the Sellers and their Affiliates, together with their respective members, directors, managers, officers, employees, agents, representatives successors and advisors permitted assigns (the “Seller IndemniteesIndemnified Parties”) harmless from and shall reimburse the applicable Seller Indemnitee for against any and all Losses suffered or incurred by any a Seller Indemnitee which result Indemnified Party based upon, attributable to or resulting primarily from: (ai) Any material breach the failure of a any representation or warranty by Purchaserof Purchaser set forth in this Agreement (including, if Purchaser has made the Third-Party Financing Election, in the Third-Party Financing Certificate) to be true and correct at the Closing Date (without giving effect to any materiality or non-fulfillment Material Adverse Effect qualifiers set forth therein); (ii) the breach of any covenant or obligation other agreement on the part of Purchaser contained in or Xxxxxxx under this AgreementAgreement (including, if Purchaser has made the Third-Party Financing Election, under the Third-Party Financing Certificate) to be performed prior to the Closing; and (iii) any Assumed Liability or Purchaser’s operation of the Business after the Closing Date, including the employment or termination of the Transferred Employees (but not including any Liability of Purchaser to the Sellers for breach of any covenant of Purchaser or Xxxxxxx under this Agreement to be performed after the Closing, which Liability of Purchaser and remedy of the Sellers is not limited by Article XI), or use of the Purchased Assets after the Closing Date. (b) Litigation, proceedings, governmental investigations, orders, injunctions The Sellers acknowledge and agree that Purchaser shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss arises from an action or decrees, a failure to act by the basis for which occurred Sellers or any of their Affiliates after the Agreement Closing Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all . The Sellers shall take and cause their Affiliates (and shall use commercially reasonable and appropriate actions efforts to cause the other Seller Indemnified Parties) to take all reasonable steps to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion Loss upon becoming aware of any litigationevent which would reasonably be expected to, proceedingsor does, governmental investigationsgive rise thereto, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory including incurring costs only to the applicable Seller Indemnitee, but may not enter into any settlement without minimum extent necessary to remedy the prior written consent of Purchaser, breach which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent gives rise to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimLoss.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach If (i) a Final Purchase Terms Letter has been executed, (ii) the Seller has satisfied the requirements of a representation or warranty by PurchaserSection 2.04 hereof, or non-fulfillment of any covenant or obligation of and (iii) the Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decreesfails to purchase the related Loans on such Closing Date, the basis for which occurred after Purchaser shall indemnify the Agreement DateSeller and its Affiliates and hold them harmless against any and all claims, resulting losses, damages, penalties, punitive damages, fines, forfeitures, costs, judgments, and any other costs, fees and expenses (including the Seller's reasonable legal fees and disbursements) that the Seller or its Affiliates may sustain and that result from any such failure of the items described in Section 11.02(a) abovePurchaser (excluding the Seller's lost profits); provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation Purchaser shall not relieve Purchaser of be liable to the Seller or its indemnification obligations in Affiliates pursuant to this Section 11.02 but may affect 2.06(a) if the amount of such obligation; and further provided, that Purchaser's failure to purchase any Losses incurred Approved Loan resulted from any material mistake or error in any information contained in the related Funding Notice provided by the Seller Indemnitee pursuant to the Purchaser. (b) In the event that any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses proceeding shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. commenced or claim asserted which may entitle the Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification indemnified under this Agreement, the applicable Seller Indemnitee shall give the Purchaser written notice of such action or claim reasonably promptly after receipt of notice thereof by the Seller. The Purchaser shall be required entitled to cooperate participate in good faith with Purchaser and, upon notice to ensure the proper and adequate Seller, assume the defense of any such Third-Party Claimaction or claim (with counsel reasonably acceptable to the Seller) in reasonable cooperation with, and with the reasonable cooperation of, the Seller. The Purchaser shall not be liable for any settlement of any such claim or action unless the Purchaser shall have consented thereto or be in default in its obligations under this Section 2.06(b). (c) All rights and remedies under this Section 2.06 are distinct from, and cumulative with, any other rights or remedies under this Agreement or afforded by law or equity and all such rights and remedies may be exercised concurrently, independently or successively.

Indemnification by Purchaser. Purchaser shall indemnifySubject to the provisions of this Section 4.1 below, defend Pxxxxxxxx agrees to indemnify and hold Sellerharmless, its affiliates to the fullest extent permitted by law, each Investor, and its and their respective directors, managers, each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, representatives and advisors each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Seller IndemniteesInvestor Indemnified Party”) harmless ), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser shall reimburse the applicable Seller Indemnitee Investor Indemnified Party for any Losses suffered or legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any Seller Indemnitee which result from: (a) Any material breach of a representation such expense, loss, judgment, claim, damage, liability or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) aboveaction; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate Purchaser will not be liable in any such lossescase to the extent that any such expense, damagesloss, deficienciesclaim, claimsdamage or liability arises out of or is based upon any untrue or alleged untrue statement or omission or alleged omission made in such Registration Statement, causes of action preliminary prospectus or expenses as reasonably requested by final prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Purchaser, which in writing, by such failure selling holder or Investor Indemnified Party expressly for use therein. Purchaser also shall indemnify any Underwriter of mitigation shall not relieve Purchaser the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of its the indemnification obligations provided above in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim4.1.

Indemnification by Purchaser. Subject to the limits set forth in this Section 9, Purchaser shall indemnifyhereby agrees to indemnify and hold harmless the Company upon its demand, from and against any and all losses, liabilities, damages, obligations, costs and expenses (including, without limitation, amounts paid in settlement and reasonable costs and expenses of investigating, preparing to defend and hold Sellerdefending any claim, its affiliates and its and their respective directorsaction, managerssuit, officersproceeding, employeesinquiry or investigations in respect thereof) resulting from, agents, representatives and advisors relating to or arising out of (i) the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for inaccuracy of any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty made herein by Purchaser, Purchaser or non-fulfillment (ii) the breach of any covenant or obligation of by Purchaser contained in herein. If any action, proceeding or claim shall be brought or asserted against the Company by any third party, which action, proceeding or claim, if determined adversely to the interest of the Company, would entitle it to indemnity pursuant to this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decreesSection 9(c), the basis for which occurred after the Agreement Date, resulting from any Company shall promptly notify Purchaser of the items described same in Section 11.02(a) above; providedwriting, howeverand, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve if Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claimso elects, Purchaser shall assume the defense thereof, including the employment of counsel satisfactory to the Company and the payment of all reasonable costs and expenses thereof. The Company shall have the right to employ counsel separate from any counsel employed by Purchaser in any such action, suit, proceeding or claim and to control (or, if the Company has elected to allow Purchaser to assume the defense thereof, participate in) the defense thereof and the fees and expenses of such Third Party Claim using counsel of employed by the Company shall be at its choice reasonably satisfactory to the applicable Seller Indemnitee, but may expense. Purchaser shall not enter into be liable for any settlement of such action, suit, proceeding or claim effected without the prior its written consent of Purchaser, (which shall not be unreasonably withheld. A Seller Indemnitee ), but if settled with its written consent, or if there shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent be a final judgment for plaintiff in any such action, subject to the entry of a judgment limits set forth in this Section 9(c), Purchaser agrees to indemnify and hold the Company harmless from an against any loss, liability, obligation, damage, cost or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise expense by reason of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 settlement or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claimjudgment.

Indemnification by Purchaser. Subject to the limitations set forth in Sections 13.3.1 and 13.3.2, Purchaser shall indemnify, defend and hold Parent each agrees to indemnify Seller, its affiliates and its and Affiliates, their respective directors, managers, officers, employees, agents, representatives Representatives and advisors agents and each of the successors and assigns of any of the foregoing (the “Seller IndemniteesIndemnified Parties”) against, and agrees to hold such Seller Indemnified Parties harmless from and shall reimburse the applicable Seller Indemnitee for from, all Losses incurred resulting from: (i) any Losses suffered or incurred by inaccuracy of any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty made by PurchaserPurchaser or Parent in Article VII of this Agreement, or non-fulfillment in the Ancillary Agreements or any exhibits or schedules thereto, or in any certificate, document or instrument executed and delivered under this Agreement or any of the Ancillary Documents; (ii) any breach of or default in connection with any covenant or obligation agreement on the part of Purchaser contained or Parent under this Agreement or any of the Ancillary Documents; and (iii) any liability incurred by Seller for brokerage fees, finder’s fees, agent’s commissions or other similar forms of compensation arising from Purchaser’s or Parent’s agreement with any broker, finder or agent. The amount that Purchaser or Parent is or may be required to pay to any Seller Indemnified Party pursuant to this Section 13.2.2 shall be reduced (including retroactively) by (y) any insurance proceeds or other amounts actually recovered by or on behalf of such Seller Indemnified Party in reduction of the related Loss and (z) any Tax benefit that such Seller Indemnified Party actually realizes as a result of the incurrence of Losses for which indemnification is sought. If a Seller Indemnified Party shall have received the payment required by this Agreement from Purchaser or Parent in respect of any Loss and shall subsequently actually receive insurance proceeds in respect of such Loss, then such Seller Indemnified Party shall pay to Purchaser or Parent, as applicable, a sum equal to the amount {P0227089:21 } -65- of such insurance proceeds actually received. Seller agrees that indemnification pursuant to this Article XIII, subject to all limitations on such indemnification set forth in this Agreement; and (b) Litigation, proceedingsshall be the sole and exclusive remedy and means of recovery by Seller against Purchaser, governmental investigations, orders, injunctions Parent and their Affiliates with respect to any claim or decrees, the basis for which occurred after the Agreement Date, resulting from action seeking damages or any other form of the items described in Section 11.02(a) abovemonetary relief brought by Seller; provided, howeverthat notwithstanding the foregoing, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have retain the right to assume the defense seek equitable and injunctive relief as a remedy in respect of such Third Party Claim using counsel violations of its choice reasonably satisfactory to the applicable Seller IndemniteeSections 8.6, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim14.2.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material Purchaser agrees to indemnify Seller and Shareholder and hold Seller and Shareholder harmless from any loss, damage or expense (including reasonable attorneys’ fees) which Seller or Shareholder actually incur, suffer or become liable for as a result of or in connection with (i) the inaccuracy or breach of a any agreement, representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this AgreementAgreement occurring or developing during the period of survival of such agreement, representation or warranty including any claims by any third party alleging facts and circumstances which, if true, would constitute such inaccuracy or breach; and(ii) any assertion against Seller or Shareholder of any claim or liability of Purchaser accruing on or after the Closing Date or arising out of the operation of the Business after the Closing Date or arising out of Purchaser’s failure to satisfy the Assumed Liabilities; or (iii) the assertion against Seller or Shareholder by any person, firm, governmental agency or corporation of any obligation or liability of Purchaser occurring after the Closing Date and thereafter occurred, including without limitation, tax claims or liabilities. (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions As a condition to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested indemnification by Purchaser, which such failure of mitigation Seller and/or Shareholder, as the case may be, shall not relieve give Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving prompt written notice of the assertion of any litigationclaim, proceedings, governmental investigations, orders, injunctions, decrees suit or any third party claims subject demand which they believe will give rise to indemnification by Purchaser under this Agreement (each, a “Third Party Claim”)Section. Upon receipt of such notice of a Third Party ClaimExcept as hereinafter provided, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of Seller and/or Shareholder at Purchaser’s expense and with counsel of Purchaser’s own choosing. Seller and Shareholder shall, at Purchaser’s expense, cooperate in the defense of any such claim, suit or demand. If Purchaser, within a reasonable time after notice of a claim, fails to defend Seller or Shareholder, Seller and Shareholder, as the case may be, shall be entitled to have separate counsel undertake the defense, compromise or settlement of such claim at the reasonable expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory claim at any time prior to the applicable Seller Indemniteesettlement, but may not enter into any settlement compromise or final determination thereof; provided Purchaser will not, without the prior Seller’s and Shareholder’s written consent of Purchaser, which shall (not to be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not withheld or delayed), settle or compromise any claim or consent to the any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to Seller and Shareholder a judgment release from all liability in respect of such claim. No right or enter into remedy conferred in this Section is intended to be exclusive of any settlement other right or remedy available, now or hereafter at law or in equity or otherwise, to the parties hereto. (c) The amounts for which the Purchaser shall be liable under this Section 10 shall be net of any insurance proceeds or tax benefits received or receivable by the Seller and Shareholder with respect to the Third Party Claim without claim giving rise to the prior written consent right of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claimindemnification.

Indemnification by Purchaser. If any Registrable Securities are included in a registration statement under this Article II, to the extent permitted by law, the Purchaser shall indemnify, defend indemnify and hold harmless Seller, its affiliates and its and their respective directorsthe partners, managers, officers, employeesand directors of Seller, agentsany underwriter (as defined in the Securities Act) for Seller, representatives and advisors (each Person, if any, who controls Seller or underwriter within the “Seller Indemnitees”) harmless from meaning of the Securities Act or the Exchange Act, against any Damages insofar as such Damages arise out of or are based upon any of the following: 2.3.1 any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained in such registration statement; 2.3.2 the omission or alleged omission to state in any such registration statement a material fact required to be stated or necessary to make the statements in such registration statement not misleading; or 2.3.3 any violation or alleged violation by the Purchaser of the Securities Act, the Exchange Act, any federal or state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any federal or state securities law in connection with the offering covered by such registration statement. and the Purchaser shall reimburse the applicable Seller, or Seller Indemnitee partner, officer, director, underwiter or controlling Person for any Losses suffered legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any Seller Indemnitee which result from: (a) Any material breach of a representation such loss, claim, damage, liability or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser action; provided that the indemnity agreement contained in this Agreement; and (b) LitigationSection 2.3 shall not apply to amounts paid in settlement of any such loss, proceedingsclaim, governmental investigationsdamage, ordersliability, injunctions or decrees, action if such settlement is effected without the basis for which occurred after the Agreement Date, resulting from any consent of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise ), nor shall the Purchaser be liable in any such case for any such loss, claim, damage, liability, or action to the extent (and only to the extent) that it arises out of or is based upon one of the indemnifiable events listed in Sections 2.3.1-2.3.3 which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such rights registration by a Seller Indemnitee shall not relieve Purchaser such Seller, partner, manager, officer, director, underwriter, or controlling Person of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimSeller.

Indemnification by Purchaser. From and after the Closing Date, Purchaser shall indemnify, hold harmless and defend and hold Seller, its affiliates and its Sellers and their respective officers, directors, managers, officers, employees, agents, representatives and advisors Affiliates (collectively, the “Seller IndemniteesIndemnified Parties”) harmless from and shall reimburse against all Losses which Sellers may receive, suffer or incur in connection with operations and transactions occurring on or after the applicable Seller Indemnitee Closing Date involving the Savings Bank or the Assets or Assumed Liabilities, except as otherwise specifically provided for in this Agreement. Purchaser agrees further to defend, indemnify, and hold harmless Sellers against all Losses resulting from any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a any covenant, agreement, representation or warranty made by PurchaserPurchaser and its officers, or non-fulfillment of any covenant or obligation of Purchaser contained directors, employees, agents, representatives and Affiliates in this Agreement; and Agreement or in any certificate delivered to Sellers hereunder. Sellers will give Purchaser written notice of a threatened or pending claim within thirty (b30) Litigationcalendar days (except in the case where Sellers’ first notice is its receipt of a complaint, proceedingsin which case such time for giving notice shall be fifteen (15) calendar days after its learning about such threatened or pending claim), governmental investigations, orders, injunctions together with a statement of facts known to it regarding such threatened or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) abovepending claim; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions failure to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation so notify Purchaser shall not relieve preclude Sellers from any indemnification that they may claim in accordance with this Article IX except to the extent that Purchaser of its indemnification obligations in this Section 11.02 but may affect is materially prejudiced thereby. Purchaser will then have twenty (20) calendar days from the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of date it receives such notice of a Third Party Claim, Purchaser shall have to investigate the right threatened or pending claim to determine whether it will elect to assume the defense of the matter involving such Third Party Claim using threatened or pending claim. If it does so elect, Purchaser will be given Sellers’ full cooperation and assistance in maintaining such defense. Sellers may participate, at their own expense, in the defense of such claim; provided, however, that Sellers shall be entitled to participate in such defense with separate counsel at Purchaser’s expense if (A) so requested by Purchaser to participate, (B) if Sellers determine in good faith that there is a reasonable probability that a proceeding may adversely affect them other than as a result of its choice reasonably satisfactory monetary damages for which they would be entitled to full indemnification under this Agreement, (C) the claim is a criminal proceeding or (D) in the opinion of counsel to Sellers, a conflict or potential conflict exists between the Sellers and Purchaser that would make such separate representation advisable. Purchaser must acknowledge in writing to the applicable Seller IndemniteeSellers that it is obligated to indemnify the Sellers with respect to such claim to the extent provided hereunder, but may not enter into any settlement without and must maintain the prior written consent of Purchaser, which defense actively and diligently in order to preserve its rights to conduct the defense. Purchaser shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry liable for any amounts in settlement of a judgment claim or enter into any action as described above if such settlement with respect to the Third Party Claim is effected without the prior Purchaser’s written consent of Purchaserconsent, which consent shall not be unreasonably withheld. Any exercise Purchaser must satisfy any indemnification obligations hereunder by payment directly to Sellers in cash. The representations, covenants and obligations of Purchaser, and the rights and remedies that may be exercised by Sellers based on such rights representations, covenants and obligations, will not be limited or affected by a Seller Indemnitee shall not relieve any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to, the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. It is understood that the obligations of Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, paragraph shall survive the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimClosing Date.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “"Seller Indemnitees”") harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Original Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser Seller of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “"Third Party Claim”"). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. Purchaser shall indemnify, defend agrees to indemnify and hold Seller, harmless XXXX and its affiliates and its and their respective officers, directors, managers, officers, employeesshareholders, agents, employees and other representatives and advisors their respective successors and assigns (the “Seller Indemnitees”collectively, "XXXX Indemnified Parties") harmless from and shall reimburse the applicable Seller Indemnitee for against any Losses and all Loss and Expense suffered or incurred by any Seller Indemnitee which result XXXX Indemnified Party in connection with or arising from: (ai) Any material any breach of a representation or warranty by Purchaser, or non-fulfillment Purchaser of any covenant warranty or obligation the inaccuracy of any representation of Purchaser contained in this Agreement or in any agreement or instrument contemplated hereby; (ii) any breach by Purchaser of any of its covenants or agreements in this Agreement or any agreement or instrument contemplated hereby; (iii) any failure by the Company to perform any of its obligations pursuant to Sections 3 and 4 of the Assignment and Assumption Agreement; and (biv) Litigationany liability, proceedingsLoss or Expense associated with the conduct of the business and operations of the Company arising after Closing if such liability, governmental investigations49 Loss or Expense is not a liability, orders, injunctions Loss or decrees, the basis Expense for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve a Purchaser of its indemnification obligations in this Section 11.02 but Indemnified Party may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification indemnified under this Agreement (eachwithout regard to any limitations or restrictions on a Purchaser Indemnified Party's right to such indemnification); The foregoing indemnification shall terminate 18 months after the Closing Date (and no claims shall be made by any party indemnified under this Section 6.2 thereafter) except that (w) the foregoing indemnification contained in Section 6.2(iii) shall survive until the termination of the obligation to which it relates in accordance with its terms, (x) the foregoing indemnification contained in Section 6.2(iv) shall survive without termination, (y) the obligations, covenants and representations of Purchaser set forth in Section 3.2(B) shall survive for 30 days following the expiration of the applicable statutes of limitation, and (z) the indemnification by Purchaser shall continue as to any Loss or Expense of which a “Third Party Claim”). Upon receipt party indemnified pursuant to this Section 6.2 has notified Purchaser in accordance with the requirements of Section 6.3 on or prior to the date such notice indemnification would otherwise terminate in accordance with this Section 6.2, as to which the obligation of a Third Party Claim, Purchaser shall continue until the liability of Purchaser shall have been determined pursuant to this Article 6, and Purchaser shall have reimbursed such party for the right to assume the defense full amount of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel Loss and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement Expense in accordance with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimArticle 6.

Indemnification by Purchaser. 9.8.1 Indemnification by Purchaser Regarding Representations and Warranties, Survival of Same. All representations and warranties made or undertaken by the Purchaser in this Agreement or in any document or instrument executed and delivered pursuant hereto are material and have been relied upon by Seller. The representations and warranties of Purchaser set forth in Sections 6.1 through 6.5 shall indemnifysurvive Closing hereunder for two years, defend and shall not merge in the performance of any obligation by any party hereto. Subject to the foregoing, and to Section 9.9, Purchaser hereby agrees to indemnify and hold Seller, its affiliates Seller and its and their respective officers, directors, managers, officers, employees, agentsattorneys, agents and other representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for against and in respect of any Losses liability, claim, deficiency, loss, damage, or injury and all reasonable costs and expenses (including reasonable attorneys fees and cost of any suit related thereto) suffered or incurred by such person (collectively, a "Loss") arising from any Seller Indemnitee which result from: (a) Any material breach of a any representation or warranty by Purchaserof the Purchaser which survives Closing, or non-fulfillment any exhibit, certificate or other instrument furnished or to be furnished by the Purchaser pursuant to such representation or warranty, or any Third Party Claim (regardless of any covenant whether the claimant is ultimately successful) which if true would be such a misrepresentation or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decreesbreach. Notwithstanding the foregoing, the basis Purchaser shall not be required to indemnify Seller for which occurred after any liability, loss, damage or injury to the Agreement Date, resulting extent Seller receives proceeds from any of the items described in Section 11.02(a) aboveinsurance policies purchased by Seller or Purchaser; provided, however, that the applicable if an insurer denies payment of a claim under such an insurance policy, Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject entitled to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, from the Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required under no obligation to cooperate in good faith with Purchaser to ensure the proper and adequate defense of pursue any action against such Third-Party Claiminsurer.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Sale Date, resulting from any of the items described in Section 11.02(a9.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaserexpenses, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 9.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 9.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. (a) From and after any Closing, Purchaser shall indemnifyindemnify BellSouth and its Affiliates and each of their respective Representatives, defend against, and hold Sellerthem harmless from, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by (payable promptly upon written request), to the extent arising from or in connection with or otherwise with respect to (i) any Seller Indemnitee which result from: (a) Any material breach of a any representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and, or (ii) any breach of any covenant or agreement of Purchaser contained in this Agreement, (iii) any Assumed Liabilities (or any third party claim for payment or satisfaction of any Assumed Liabilities) or (iv) any Taxes (or the nonpayment thereof) of the BellSouth Subs for all taxable periods beginning after the Initial Closing Date and for that portion of the taxable year after the end of the Initial Closing Date that begins on the day following the Initial Closing Date ("Post-Closing Tax Liabilities"). (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right required to select separate counsel indemnify any Person, and to otherwise separately defend itself but shall not consent have any liability under Section 10.02(a) unless the aggregate of all Losses for which BellSouth would, but for this Section 10.02(b), be liable exceeds $5,000,000, whereupon such Person or Persons shall be entitled to recover all such Losses from Purchaser from the first dollar thereof. As used above, the term "Losses" excludes any loss relating to an individual claim that is $25,000 or less. (c) In addition to the entry foregoing limitations, the aggregate indemnification obligations of a judgment or enter into any settlement with respect Purchaser pursuant to Section 10.02(a) shall not exceed an amount equal to the Third Party Claim without sum of the prior written consent of PurchaserInitial Closing Payment and all Subsequent Closing Payments paid hereunder. (d) The limitations set forth in subsections (b) and (c) above, which consent including the individual claim limit, shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect apply to claims relating to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be claim arising out of (i) breach of any covenants required to cooperate in good faith with be performed by Purchaser to ensure after the proper final Closing Date, and adequate defense of such Third(ii) any Post-Party ClaimClosing Tax Liabilities or Assumed Liabilities.

Indemnification by Purchaser. (a) Subject to the other terms and conditions of this Agreement (including, without limitation, Section 10.3(b)), Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) Indemnified Parties harmless from and shall reimburse the applicable Seller Indemnitee for against any and all Losses suffered directly or incurred by any Seller Indemnitee which result fromindirectly based upon, arising out of, resulting from or relating to: (ai) Any material any breach of a any representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; (ii) any breach of any agreement, covenant or obligation of Purchaser set forth in this Agreement; (iii) the Assumed Liabilities; and (iv) the operation of the Business and the Assets on and after the Closing Date (other than Retained Liabilities). (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described Notwithstanding anything contained in Section 11.02(a10.3(a) above; providedto the contrary, howeverPurchaser's obligation to indemnify, that the applicable Seller Indemnitee has taken all commercially reasonable defend and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by hold the Seller Indemnitee Indemnified Parties harmless shall be limited as follows: (i) No claim may be asserted nor may any action be commenced against Purchaser pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving 10.3(a) unless written notice of such claim or action is received by Purchaser describing in detail the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel facts and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement circumstances with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise subject matter of such rights claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 10.1, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date; (ii) For purposes of computing the aggregate amount of claims against Purchaser the amount of each claim by a Seller Indemnitee Indemnified Party shall not relieve be deemed to be an amount equal to, and any payments by Purchaser pursuant to Section 10.3(a) shall be limited to, the amount of its obligations Losses that remain after (A) deducting therefrom, (1) any insurance proceeds and liabilities under this Section 11.02 any indemnity, contributions or other similar payment payable by any Third Party with respect thereto, and (2) any Tax benefit realized by a Seller Indemnified Party or any other provision of this Agreement. With Affiliate therefor with respect to the Losses or items giving rise to such claim for indemnification, and (B) adding thereto any Tax cost realized by a Seller Indemnified Party or any Affiliate thereof with respect to any Third Party Claim subject payments to indemnification under be made pursuant to Section 10.3(a) (as determined after the application of Section 10.3(b)(ii)(A)(1)). For purposes of this AgreementSection 10.3(b)(ii), "Tax benefits" shall mean the present value (determined using the applicable long-term federal rate as defined in Section 1274(d) of the Code, or any successor provision) of any present or future deduction, expense, loss, increase in asset basis, credit or refund realized by a Seller Indemnitee Indemnified Party or any Affiliate thereof, and "Tax cost" shall mean the present value (determined using the applicable long-term federal rate as defined in Section 1274(d) of the Code, or any successor provision) of any past, present or future income, gain, loss of deduction, or decrease in asset basis realized by a Seller Indemnified Party, or any Affiliate thereof. The amount of the Tax benefits and Tax costs shall be required determined by assuming (1) the Seller Indemnified Party or any Affiliate thereof, as the case may be, is, and will continue to cooperate be, in good faith the maximum United States federal income tax bracket after any deduction reportable with Purchaser respect to ensure a payment hereunder, and (2) the proper effective state and adequate defense local income tax rate, or, as the case may be, corporation tax rate of the Seller Indemnified Party or any Affiliate thereof, as the case may be, is, and will continue to be, its effective rate for the most recent prior taxable year for which such Third-Party Claiminformation is available.

Indemnification by Purchaser. 17.01 Purchaser shall indemnify, defend hereby covenants and agrees to (i) indemnify and hold Sellerthe Sellers, its affiliates their successors and its and their respective directorsassigns, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from any and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaserall claims, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigationactions, proceedings, governmental investigationsdamages, ordersexpenses, injunctions or decreesliabilities, tax assessments and/or judgments of any nature whatsoever arising out of any breach by Purchaser of their warranties, representations and covenants as set forth in paragraphs 6, 9 and 10 of this Agreement but only for the basis for which occurred after the Agreement Dateproportion of such claims, resulting from any of the items described in Section 11.02(a) above; providedactions, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such lossesproceedings, damages, deficienciesexpenses, claimsliabilities, causes tax assessments and/or judgments allocable to the equity interest of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Sellers in Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant only as to any attempt to mitigate any such losses, damages, deficiencies, claims, causes matters of action which Sellers or expenses shall be reimbursed by their assigns provide Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving with specific written notice of a claim prior to March 31, 2001, and (ii) pay all the assertion Sellers' expenses and/or losses of any litigationnature whatsoever including Seller's reasonable attorneys' fees if Purchaser does not assume the defense of a claim pursuant to paragraph 17.02 hereof. The Sellers, proceedingsor their successors and assigns, governmental investigationsshall notify the Purchaser in writing of any such liability, ordersasserted liability, injunctions, decrees or any claims against the Sellers, with reasonable specificity and promptness ("Notice of Claim"), but in any event prior to March 31, 2001. Purchaser shall not be obligated to indemnify Sellers or their assigns for any matter as to which Notice of Claim is received after March 31, 2001 and further shall not be obligated to indemnify Sellers for the increased amount of any claim or other matter which would otherwise have been payable to the extent such increase results from a failure to reasonably and promptly provide Notice of Claim. 17.02 If the claim or demand set forth in the Notice of Claim relates to a claim or demand asserted by a third party claims subject to indemnification under this Agreement (each, a “"Third Party Claim”"). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of employ counsel reasonably acceptable to Sellers or their assigns to defend any such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheldclaim or demand. A Seller Indemnitee Sellers or their assigns shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to participate in the entry defense of a judgment or enter into any settlement with respect to the such Third Party Claim without the prior written consent at their own costs and expense. Purchaser shall notify Sellers or its assigns in writing, within fifteen days of Purchaserreceipt of a Notice of Claim of its decision to defend in good faith any Third Party Claim. So long as Purchaser is defending in good faith any such Third Party Claim, which consent Sellers or their assigns shall not be unreasonably withheldsettle or compromise such Third Party Claim. Any exercise of such rights The Sellers shall make available to the Purchaser or its representatives all records and other materials reasonably required by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to it for their use in contesting any Third Party Claim subject and shall cooperate with the Purchaser in connection therewith. If the Purchaser does not elect to defend any such Third Party Claim, the Sellers shall have no obligation to do so. If the Purchaser does not assume the defense of any such claim, the Sellers may defend against such claim in such manner as they may deem appropriate and may settle such claim on such terms as they deem appropriate. For purposes of this paragraph 17.02, an election by Sellers shall mean an election by Sellers holding a majority of Interests at Closing. 17.03 The right of indemnification under of Sellers and their assigns shall not extend to claims or matters which in aggregate do not exceed $25,000.00. 17.04 The maximum aggregate liability of Purchaser for indemnification or damages for breach of warranties, representations and covenants shall not be in excess of $600,000.00. Purchaser may satisfy any indemnification obligation in cash or by transferring to Sellers or its or their assigns a sufficient number of shares of Purchaser's common stock to satisfy the indemnification obligation. For purposes of determining the number of shares of its common stock necessary to satisfy the indemnification obligation, the common stock shall be valued at the time payment is due pursuant to this indemnification (the "Indemnification Date") using the average closing bid price for such stock for the 20 trading days preceding the Indemnification Date. 17.05 The provisions of this paragraph 17 shall not be applicable to and shall not limit the obligations of FAS and Purchasers pursuant to Paragraph 15 of this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. (a) Purchaser shall indemnify, defend agrees to hold harmless and hold Seller, its affiliates indemnify Sellers and its and their respective directors, managers, officers, employees, agents, representatives employees and advisors agents (the “Seller hereinafter collectively referred to as "Sellers Indemnitees”") harmless from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered or incurred by any Seller Indemnitee which result from: and all claims, demands, lawsuits, judgments, penalties, actions, liabilities, losses and expenses (aincluding, but not limited to, reasonable attorneys' fees) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant nature whatsoever (including, but not limited to, those involving death of or obligation injury to persons (including employees of the Sellers Indemnitees and Purchaser) or damage to property), actually or allegedly arising out of, in whole or in part, any negligent act or omission or willful misconduct of Purchaser contained or Purchaser's employees or agents in performing the Transition Services hereunder, except to the extent that such claims, demands, lawsuits, judgments, penalties, actions, liabilities, losses and expenses are found by a final judgment or opinion of an arbitrator or a court of appropriate jurisdiction also to have been caused by the negligence or willful misconduct of Sellers' employees or agents. The parties agree that the indemnities set forth herein will apply only to third party claims against Sellers Indemnitees and not to claims between the parties arising out of or connected to this Agreement; and. (b) LitigationSellers Indemnitees will promptly notify Purchaser in writing of any claim, proceedingsaction, governmental investigations, orders, injunctions demand or decrees, the basis lawsuit for which occurred after such Indemnitee intends to claim indemnification hereunder (however, failure to give such notice will not relieve Purchaser from its obligations hereunder). Sellers agree that Purchaser will have the Agreement Date, resulting from any right to take control of the items described in Section 11.02(a) abovedefense of all claims, actions, demands or lawsuits which are indemnified against hereunder; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate Purchaser will not settle or compromise any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement claim without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of PurchaserSellers, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to Sellers will cooperate in good faith fully with Purchaser to ensure and its legal representatives in the proper investigation and adequate defense of such Third-Party Claimany claim, action, demand or lawsuit covered by this indemnification.

Indemnification by Purchaser. Subject to Section 9.4, Purchaser shall indemnify, defend agrees to indemnify and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) save harmless Barrick from and shall reimburse the applicable Seller Indemnitee for any against all Losses suffered or incurred by any Seller Indemnitee which Barrick or its Affiliates as a result fromof or arising directly or indirectly out of or in connection with: (a) Any material any breach by Purchaser or any misrepresentation or inaccuracy of a any representation or warranty by Purchaserof Purchaser contained in this Agreement or in any document, instrument or agreement delivered pursuant hereto (including the certificate delivered pursuant to Section 6.1(d)) (provided that Purchaser shall not be required to indemnify or save harmless Barrick in respect of any breach or inaccuracy of any representation or warranty unless Barrick shall have provided notice to Purchaser in accordance with Section 9.7 on or prior to the expiration of the applicable time period related to such representation and warranty); (b) any breach or non-fulfillment performance by Purchaser of any covenant or obligation of to be performed by Purchaser which is contained in this Agreement; and Agreement or in any document, instrument or agreement delivered pursuant hereto (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, provided that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee required to indemnify or save harmless Barrick in respect of any breach or non-performance of any covenant or obligation unless Barrick shall have the right provided notice to select separate counsel and to otherwise separately defend itself but shall not consent Purchaser in accordance with Section 9.7 on or prior to the entry expiration of a judgment any applicable time period related to such covenant or enter into any settlement obligation); (c) all actions taken or not taken by Barrick or its Affiliates with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject Purchase Rights that are not Independent Actions (regardless of whether such Losses are suffered or incurred prior to indemnification under or after the time that the TPPR Royalty is transferred to Purchaser or its Affiliate or to another Person, as the case may be, and regardless of whether such Losses are suffered or incurred prior to or after the time that Barrick takes any Independent Action) and for purposes of greater certainty, Purchaser shall not be obligated to indemnify Barrick for Losses suffered or incurred by Barrick or its Affiliates as a result of or arising directly or indirectly out of or in connection with actions taken or not taken by Barrick or its Affiliates that were Independent Actions; (d) any action taken or not taken at or after the Closing in respect of any Purchased Royalties, Purchased Royalty Agreements or Split Contract held, in whole or in part, for the benefit of Purchaser pursuant to Section 5.4 of this Agreement, other than (i) any action taken or not taken at or after the Closing by Barrick or its Affiliates in respect of any Split Contract pursuant to Section 5.4(b) in respect of ongoing rights and obligations of Barrick or its Affiliates that are not related to a Purchased Royalty, (ii) any action taken or not taken that conflicts with directions given to Barrick by Purchaser, which directions do not conflict with the terms of the applicable Seller Indemnitee shall be required Purchased Royalty, Purchased Royalty Agreement or Split Contract, or (iii) Losses suffered or incurred by Purchaser or its Affiliates as a direct result of the gross negligence or wilful misconduct of Barrick or its Affiliates; and (e) any failure of Purchaser or its Affiliates to cooperate perform or pay any of the Liabilities referred to in good faith with Section 8.1(a) and for which Purchaser to ensure the proper and adequate defense of such Third-Party Claimor its Affiliates is responsible in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify, agrees to indemnify and defend and hold Seller, its affiliates officers, directors, shareholders, agents and each of its and their respective directors, managers, officers, employees, agents, representatives and advisors Affiliates (the “Seller IndemniteesIndemnified Parties”) against, and agrees to hold it and them harmless from and shall reimburse the applicable Seller Indemnitee for from, any Losses incurred or suffered or incurred by any of the Seller Indemnitee which result fromIndemnified Parties relating to or arising out of any of the following: (a) Any material any breach of a or any inaccuracy in any representation or warranty made by PurchaserPurchaser pursuant to this Agreement or any certificate, document, writing or non-fulfillment instrument delivered by Purchaser pursuant to this Agreement; (b) any breach of or failure by Purchaser to perform any covenant or obligation of Purchaser contained set out in this Agreement; and; (bc) Litigationthe Assumed Liabilities; (d) any claim by, proceedingsor on behalf of or with respect to, governmental investigationsand any obligation or liability or loss relating to, orders, injunctions or decrees, employees of Purchaser employed in connection with the basis for which occurred Business and arising after the Agreement Closing Date. Notwithstanding anything herein contained to the contrary, resulting from other than indemnification with respect to claims for the failure of Purchaser to satisfy the Assumed Liabilities, Purchaser shall have no indemnification obligation to Seller under this Section with respect to any claim of which Seller gives notice to Purchaser later than the twenty-four month anniversary of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02Closing Date. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject With respect to indemnification under this Agreement Section for claims for the failure of Purchaser to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller Indemnitee, but may not enter into any settlement without the prior written consent of shall be entitled to first dollar indemnification. In no event shall Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities ’s indemnification obligation under this Section 11.02 exceed the Cash Payment of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any other provision of this Agreement. With respect after-tax proceeds received by such party from any third party, including but not limited to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claiminsurance carrier.

Indemnification by Purchaser. Except as otherwise expressly provided in this Article VIII, Purchaser agrees to and shall indemnifydefend, defend indemnify and hold Sellerharmless Seller from and against, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for for, each and every Loss, relating to, resulting from or arising out of, or any Losses suffered or incurred allegation by any Seller Indemnitee which result fromthird party of, the following: (a) Any material breach of a any inaccuracy in any representation or warranty by Purchaser, of Purchaser set forth in this Agreement; (b) any breach or non-fulfillment nonfulfillment of any covenant covenant, agreement or other obligation of Purchaser contained set forth in this Agreement; andor (bc) Litigationany Proceeding relating to events, proceedingsconditions, governmental investigationsoperations, ordersfacts, injunctions circumstances or decreesacts of Purchaser, the basis for which occurred after the Agreement Date, resulting from Company or any of their respective Affiliates which shall occur subsequent to the items described in Section 11.02(aClosing Date. With respect to matters not involving Proceedings brought or asserted by third parties, within ten (10) above; provideddays after notification from Seller or the Company supported by reasonable documentation setting forth the nature of the circumstances entitling such party to indemnity hereunder, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which at no cost or expense to such failure party shall diligently commence resolution of mitigation such matters in a manner reasonably acceptable to such party and shall not relieve diligently and timely prosecute such resolution to completion. With respect to those claims that may be satisfied by payment of a liquidated sum of money, Purchaser of its indemnification obligations in this Section 11.02 but may affect shall pay the amount so claimed to the extent supported by reasonable documentation within fifteen (15) days of such obligation; and further provided, that resolution. If litigation or any Losses incurred other Proceeding is commenced or threatened by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject for which Seller is entitled to indemnification under this Agreement (eachSection 8.3, a “Third Party Claim”)the provisions of Section 8.4 shall control. Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory Notwithstanding any provision contained herein to the applicable Seller Indemniteecontrary, but may not enter into if Purchaser disputes its liability in connection with any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities claim for indemnification under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement8.3, the applicable Seller Indemnitee Parties will submit the claim to arbitration under Section 8.8, and the provisions of Section 8.8 shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claimcontrol.

Indemnification by Purchaser. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Purchaser shall indemnify, defend (with legal counsel of Purchaser's choice, which shall be reasonably acceptable to Seller) and hold Seller, its affiliates harmless Seller and its XxXxxxxx and their respective directorssuccessors, managersassigns, officersbeneficiaries, employeesheirs, agentsestate, representatives and advisors Affiliates (each, a "Seller Party" and collectively, the “"Seller Indemnitees”Parties") harmless from and shall reimburse the applicable Seller Indemnitee for against any Losses and all Damages threatened or asserted against, or suffered or incurred by any Seller Indemnitee which Party (collectively, "Seller Damages") as a result fromof or arising out of, directly or indirectly: (ai) Any material any breach of a any representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement, the Collateral Agreements or any other document delivered pursuant to this Agreement; (ii) any breach of any 'covenant or obligation on the part of Purchaser contained in this Agreement, the Collateral Agreements or any other document delivered pursuant to this Agreement; (iii) any matter as to which Purchaser expressly agreed to indemnify Seller and/or XxXxxxxx pursuant to other provisions of this Agreement, the Collateral Agreements or any other document delivered pursuant to this Agreement; andand/or (iv) the business and/or operations of NAA and/or Purchaser, including without limitation any Damages asserted, filed or made prior to and/or after the Closing Date, and without regard to whether based on actions or circumstances occurring or existing prior to or after the Closing Date, to the extent Seller Damages are asserted based upon the status of a Seller Party as an owner, shareholder, director, officer, employee, and/or agent of NAA or based upon actions of a Seller Party in his capacity as a shareholder, owner, director, officer, employee, and/or agent of NAA, but specifically excluding any claim arising out of or in connection with the Universal Express dispute from which NAA has been dismissed. Purchaser understands that NAA has prior to the Closing Date paid legal fees and costs relating to the Universal Express dispute. (b) LitigationPurchaser shall be obligated to indemnify, proceedingsdefend, governmental investigations, orders, injunctions or decrees, the basis and hold harmless a Seller Party pursuant to Section 9.3(a)(i) above only for those claims giving rise to Seller Damages as to which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee Party has taken all commercially given Purchaser written notice thereof prior to the end of the applicable survival period (as provided in Section 9.1). (c) Any written notice delivered by a Seller Party to Purchaser with respect to Seller Damages shall set forth with as much specificity as is reasonably practicable a reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes estimate of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount thereof. In calculating the amount of any Seller Damages for which Purchaser is liable for payment under Section 9.3, such obligation; and further provided, that any Losses incurred Seller Damages shall be reduced by the amount of any insurance proceeds which the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser Party seeking indemnification actually receives as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice a direct result of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees circumstances to which the Seller Damages related or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”)from which the Seller Damages resulted or arose. Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but If insurance proceeds are or may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement available with respect to the Third Party Claim without circumstances as to which the prior written consent of PurchaserSeller Damages relate or from which the Seller Damages resulted or arose, which consent Seller and the Seller Parties shall not be unreasonably withheld. Any exercise of such rights by make a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in reasonable good faith with Purchaser effort to ensure collect the proper and adequate defense of such Third-Party Claiminsurance proceeds.

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify, defend and hold Seller, its affiliates indemnify ABB and its and their respective directors, managersAffiliates, officers, directors, employees, agentsheirs, representatives successors and advisors (the “Seller Indemnitees”) assigns against and hold them harmless from (whether in connection with a Third Party Claim or a Direct Claim) any Loss payable promptly upon agreement between ABB and shall reimburse Purchaser or upon final determination of Purchaser’s liability pursuant to the applicable Seller Indemnitee provisions of Section 11.10, as applicable, for any Losses suffered such Third Party Claim or incurred Direct Claim by any Seller Indemnitee which result such Indemnified Party caused by or resulting from: (a) Any material any breach of a any representation or warranty of Purchaser contained in Article 6 or any certificate delivered by Purchaseror on behalf of Purchaser at the Closing (it being agreed that for the purposes of such indemnification, or non-fulfillment the representations and warranties of Purchaser shall, with respect to calculation of Losses only (but not for determination of breaches), be deemed not qualified by any references therein to materiality); or (b) any breach of any covenant or obligation of Purchaser contained in this Agreement; and; (bc) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described employee benefit, bonus, incentive compensation, severance, salary continuation, termination or retention pay, death benefit, welfare benefit (including all obligations under Section 4980B of the Code and Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended), profit-sharing, pension, retirement, deferred compensation, medical, life insurance, disability, accident, accrued leave, vacation, sick pay, sick leave, unemployment benefit and fringe benefit plans, programs and arrangements and employment, consulting, termination, retirement and severance contracts and agreements, including the Transferred Plans, which transfer to Purchaser or its Affiliates in their entirety at or after the Closing by operation of Law, other than (i) Losses caused by a failure by ABB and its Affiliates (including the Acquired Group) prior to the Closing to comply with Law or the terms of such plans, programs, arrangements, contracts or agreements or (ii) Losses for which ABB has agreed to indemnify the Purchaser under Section 11.02(a) above9.1; provided, however, that Purchaser shall not be required to indemnify or hold harmless any Person, and shall not have any liability: (i) under clause (a) of this Section 9.2, other than any liability relating to a representation or warranty of Purchaser contained in Section 6.1 or 6.2.1 of this Agreement (collectively, the applicable Seller Indemnitee has taken “Purchaser Specified Claims”), (x) unless the aggregate of all commercially reasonable Losses relating thereto for which Purchaser would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to SEK 55 million, and appropriate actions then only to mitigate the extent of any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligationexcess; and further (y) for any individual breach where the Loss with respect to such individual breach is less than SEK 5 million, provided, that (i) the term “individual breach” shall mean each individual breach of a particular warranty and not the aggregation of individual breaches of a particular warranty into a single breach (e.g., if Purchaser failed to disclose five contracts under a particular warranty, and the failure to disclose any Losses incurred by one of those contracts would be a breach, then the Seller Indemnitee pursuant to any attempt to mitigate any five contracts together would be considered multiple breaches, of which each such lossesundisclosed contract would be an “individual breach”), damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice and (ii) for purposes of the assertion calculation of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement Loss with respect to such individual breach, a series of separate Losses caused by or resulting from the Third Party Claim without same individual breach shall be aggregated (e.g., if an individual breach causes or results in two separate Losses of SEK 3 million each, such Losses shall be aggregated to a sum of SEK 6 million for purposes of determining whether the prior written consent “Loss with respect to such individual breach” is less than SEK 5 million); and (ii) under clause (a) of Purchaserthis Section 9.2 for any Losses in excess of an amount equal to 80% of the International Purchase Price; provided, which consent however, that this limitation shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect apply to any Third Party Claim subject Losses relating to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with a Purchaser to ensure the proper and adequate defense of such Third-Party Specified Claim.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a10.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 10.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.0210.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 10.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “"Seller Indemnitees”") harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Original Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “"Third Party Claim”"). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

Indemnification by Purchaser. (a) Subject to the provisions of this ARTICLE VIII, Purchaser shall indemnifyagrees, defend from and after the Closing, to defend, indemnify and hold Seller, its affiliates harmless Seller and its and Affiliates and, if applicable, their respective directors, managersofficers, officersagents, employees, agentssuccessors and assigns (collectively, representatives and advisors (the “Seller Indemnitees”) harmless ), from and shall reimburse against any and all Losses to the applicable Seller Indemnitee for extent arising from or relating to (i) any Losses suffered Assumed Liability; (ii) any breach by Purchaser of any of its covenants or incurred by agreements contained in this Agreement; (iii) any Seller Indemnitee which result from: (a) Any material breach of a any warranty or representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and(iv) any event occurring on or after the Closing in connection with use, ownership, possession, operation, management, business integration, or transfer of any Purchased Asset on or after the Closing or (v) any Third Party Claim. (b) LitigationSeller shall take, proceedingsand shall cause the other Seller Indemnitees to take, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions steps (including making claims under any applicable insurance policies) to mitigate any such lossesLoss upon becoming aware of any event that would reasonably be expected to, damagesor does, deficienciesgive rise thereto, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation provided that the foregoing shall not relieve Purchaser be deemed to limit the ability of its indemnification obligations Seller and the other Seller Indemnitees to incur reasonable costs and expenses in this Section 11.02 but may affect connection therewith. For purposes of calculating or determining the amount of such obligation; and further providedLosses paid, that any Losses incurred or sustained by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into there shall be deducted from any settlement without the prior written consent of PurchaserLosses an amount equal to any third-party insurance, which shall not be unreasonably withheld. A indemnification or contribution payments actually received by such Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with in respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser Losses (net of its obligations and liabilities under this Section 11.02 applicable costs of recovery or any collection, retention, deductible, retroactive premium adjustment, reimbursement or other provision cost related to such insurance, indemnification or contribution arrangement in respect of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party ClaimLosses thereof).

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates Affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any any material breach of a representation or warranty by Purchaser, or non-non- fulfillment of any covenant or obligation of Purchaser contained in this Agreement; andor (b) Litigationlitigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a10.02(a) directly above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions within its reasonable control to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 10.02 but may affect the amount of such obligation; and further providedprovided further, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.0210.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Seller Third Party Claim”). Upon receipt of such notice of a Seller Third Party Claim, Purchaser shall have the right to assume the defense of such Seller Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Seller Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 10.02 or any other provision of this Agreement. With respect to any Seller Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Seller Third Party Claim. The indemnification provided by the Purchaser herein shall be with respect to Losses involving third-parties and Losses between the Purchaser and Seller.

Indemnification by Purchaser. Except as otherwise provided in this Article VI, Purchaser unconditionally, absolutely and irrevocably agrees to and shall indemnifydefend, defend indemnify and hold harmless Seller and each of Seller, its affiliates and its and their respective directors, managers, officers's Affiliates, employees, counsel, agents, contractors, successors, assigns, heirs and legal and personal representatives and advisors (collectively referred to as the “"Seller Indemnitees”") harmless from and against, and shall reimburse the applicable Seller Indemnitee for any Losses suffered Indemnitees for, each and every Loss paid, imposed on or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to Indemnitees, directly or indirectly, relating to, resulting from or arising out of (i) any attempt to mitigate inaccuracy in any such losses, damages, deficiencies, claims, causes representation or warranty of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement or any agreement, certificate or other document delivered or to be delivered by Purchaser under this Agreement, whether or not the Seller Indemnitees relied thereon or had Knowledge thereof, or any breach or nonfulfillment of any covenant, agreement or other obligation of Purchaser under this Agreement or any agreement or document delivered by Purchaser under this Agreement, (eachii) the Assumed Obligations, a “Third Party Claim”)and (iii) the Acquired Membership Interests, the Transferred Companies or the Gathering Companies (whether relating to periods of time before or after the Closing Date) to the extent such Loss was not properly asserted by Purchaser under Section 6.3 by the dated specified in Section 6.1. Upon receipt With respect to matters not involving proceedings brought or asserted by third parties, within 10 days after notification from the Seller Indemnitees supported by reasonable documentation setting forth the nature of the circumstances entitling the Seller Indemnitees to indemnity hereunder, the Purchaser, at no cost or expense to the Seller Indemnitees, shall Purchase and Sale Agreement Page 29 diligently commence resolution of such notice matters and shall diligently and timely prosecute such resolution to completion. If Purchaser, within 10 days after notice, fails to diligently commence resolution of a Third Party Claimsuch matters, Purchaser the Seller Indemnitees shall have the right to assume undertake the defense resolution of such Third Party Claim using counsel matters at the expense of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to those claims that may be satisfied by payment of a liquidated sum of money, Purchaser shall pay the amount so claimed to the extent supported by reasonable documentation within 15 days of such resolution. If Purchaser disputes its liability in connection with such claim, it shall pay any Third Party Claim subject undisputed part of such liability, and Purchaser and Seller shall have 30 days to resolve any remaining dispute. If any proceeding is commenced between Purchaser and any Seller Indemnitee, the prevailing party in such proceeding shall be entitled to recover all reasonable costs and expenses incurred in connection with such proceeding, including, without limitation, attorneys' fees. If any proceeding is commenced or threatened by any third party for which the Seller Indemnitees are entitled to indemnification under this AgreementSection 6.4, the applicable Seller Indemnitee provisions of Section 6.5 shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claimcontrol.