Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. Purchaser agrees to indemnify and to hold each Seller Group Member harmless for, from and against any and all Losses incurred by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7.

Indemnification by Purchaser. Purchaser agrees to shall defend, indemnify and hold harmless Seller, Queyrouze and First Intervenor, and its officers, limited liability company managers, and attorneys (collectively referred to hold each Seller Group Member harmless as “Seller’s Indemnified Persons”), and shall reimburse Seller’s Indemnified Persons, for, from and against any and all Losses imposed on or incurred by such Seller Group Member arising from or relating toSeller’s Indemnified Persons, directly or indirectly: 9.2.1 , relating to, resulting from or arising out of: (a) any material inaccuracy or any representation or warranty (whether or not any of Seller’s Indemnified Persons relied thereon) contained herein or had knowledge thereof, (b) any breach by Purchaser or nonfulfillment of any covenant, agreement or other obligation of its representationsPurchaser under this Agreement, warranties, covenants, obligations any Schedule or agreements in this Agreement Exhibit hereto any Closing Document or in any other Operative Agreement; 9.2.2 certificate or document delivered or to be delivered pursuant hereto, (c) any Assumed Obligation; 9.2.3 any liability or obligation Liabilities, (d) the discharge of or related to Apachethe Shared Liabilities, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (ie) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities claims arising from the operation of the Newsprint Business, or the ownership, possession, operation or use of the Assets or the Newsprint Business on or Leased Premises, after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 Date, and (f) any liability claims by Seller’s employees arising from any action Purchaser’s review of their employee files as provided by Purchaser or its counselSection 6.3(e). Notwithstanding anything contained in the Agreement to the contrary, environmental consultantsexcept for obligations arising from post closing breaches of the Real Property Lease, investment bankersEquipment Leases and Assigned Contracts, financial sources, lenders, accountants and other representatives (A) Purchaser’s obligations pursuant to any sampling or testing conducted pursuant to Section 11.2(a) above shall not exceed an amount equaling five (5%) percent of the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Purchase Price.

Indemnification by Purchaser. (a) Subject to the provisions of this Article X and except with respect to indemnification for Taxes, effective as of and after the Closing, Purchaser agrees to indemnify and to the members of the Alkali Group shall jointly and severally indemnify, defend and hold each harmless Seller Group Member harmless forand its Affiliates, and their respective managers, officers, directors, employees, representatives, successors and assigns (collectively, the “Seller Indemnified Parties”), from and against any and all Losses incurred or suffered by such any of the Seller Group Member Indemnified Parties arising by reason of or resulting from (i) any inaccuracy or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any representation or warranty of its representations, warranties, covenants, obligations Purchaser contained in Article IV of this Agreement or agreements in any schedule or certificate delivered hereunder; (ii) any nonfulfillment or breach of any covenant or agreement of Purchaser contained in this Agreement or in any other Operative Agreement; 9.2.2 schedule or certificate delivered hereunder; and (iii) any Assumed Obligation;Liabilities (other than Taxes). 9.2.3 (b) Notwithstanding any liability other provision to the contrary, Purchaser shall not be required to indemnify, defend or obligation hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Losses pursuant to Section 10.3(a)(i), (i) unless such claim individually or a series of related claims involves Losses in excess of the De Minimis Amount, it being understood that if such Losses do not exceed the De Minimis Amount, such Losses shall not be applied to or related considered for purposes of calculating the aggregate amount of Seller Indemnified Parties’ Losses under this Section 10.3(b), (ii) until the aggregate amount of Seller 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 Seller 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 Apachethe extent that the aggregate amount of such Losses exceed the Cap. (c) Notwithstanding any other provision to the contrary, except liabilities (including Section 10.3(b)), no claim for which Purchaser is indemnified hereunder or Seller has otherwise agreed indemnification pursuant to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs Section 10.3(a)(i) either (i) arising out of or relating resulting from any inaccuracy or breach of the representations and warranties set forth in Sections 4.1 (Organization and Qualification; Subsidiaries), 4.2 (Authority Relative to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 this Agreement), and 4.7 (iBroker’s Fees) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and or (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result constituting fraud of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant Affiliates shall be subject to the final sentence of Section 5.12(a) De Minimis Amount, the Deductible or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Cap.

Indemnification by Purchaser. (a) Subject to Sections 10.1, the following provisions of this Section 10.2 and 10.4 hereof, Purchaser agrees to shall indemnify Seller and to hold each its Affiliates (collectively, the "Seller Group Member harmless Group") for, from and against shall hold it harmless from, any and all Losses damages, claims, suits, actions, causes of action, proceedings, investigations, losses, liabilities, assessments, judgments, deficiencies and expenses (including, without limitation, reasonable legal, accounting and other professional expenses) ("Liabilities") asserted against or incurred or sustained by such the Seller Group Member arising from or relating to, directly associated with or indirectly: 9.2.1 arising out of (i) any breach by Purchaser of any covenant or agreement contained in this Agreement applicable to Purchaser, (ii) any breach by Purchaser of any of its representations, warranties, covenants, obligations the warranties or agreements representations of Purchaser set forth in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms Article 4 of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 Agreement, (iiii) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from Assumed Liabilities or (iv) the operation conduct of the Newsprint Assets or the Newsprint Annuity Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counselthe ownership, environmental consultantsleasing or use of the Purchased Assets by Purchaser during the period after the Closing; provided, investment bankershowever, financial sources, lenders, accountants and other representatives (Athat notwithstanding anything contained in this Section 10.2(a) pursuant to any sampling or testing conducted pursuant to the final sentence of contrary, Purchaser shall not be obligated hereunder to indemnify the Seller Group for, or to hold the Seller Group harmless from, any Liabilities under this Section 5.12(a10.2(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation is obligated to indemnify Purchaser hereunder;in respect of the same Liabilities pursuant to Section 10.3 hereof. 9.2.9 (b) The Seller Group shall be entitled to indemnification under Section 10.2(a)(ii) hereof only when the failure aggregate amount of all Liabilities with respect to which the Seller Group would otherwise be entitled to indemnification under Section 10.2(a)(ii) hereof and Sections 9.2(a)(ii) and 9.2(b) under the JANY Stock Purchase Agreement exceed $1.5 million. In addition, as soon as practicable after such Liabilities exceed $1.5 million, Purchaser shall pay to timely pay Seller $750,000. In no event shall the Termination Fee; and 9.2.10 the failure of amount payable by Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as to the Seller Group pursuant to Section 10.2(a)(ii) hereof and Sections 9.2(a)(ii) and 9.2(b) of the JANY Stock Purchase Agreement exceed $240,000,000. (c) If any event shall occur or circumstance shall exist which would otherwise entitle the Seller Group to indemnification hereunder, Liabilities shall be deemed reduced to the extent of any proceeds (other than (i) proceeds from self-insurance and (ii) proceeds under experience-rated insurance policies the premiums for which would be increased by reason of the filing of a claim thereunder with respect to such Liability) actually recovered, net of the cost of such recovery, by the Seller Group from any third party (including, without limitation, any insurance company) with respect thereto. In furtherance of the immediately preceding sentence, Seller agrees to, and to cause its Affiliates to, (i) in good faith, diligently seek recovery, at its or their own expense, all such proceeds from all third parties with respect to all Liabilities with respect to which it or they make or may make a claim for indemnification hereunder and (ii) keep Purchaser fully and promptly informed of all material matters related thereto. (d) To the extent that the undertakings set forth in Section 2.3.710.2(a) hereof may be unenforceable, Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Liabilities incurred by the Seller Group.

Indemnification by Purchaser. Subject to the limitations set forth in Section 4.5, the Purchaser agrees to shall indemnify each Service Provider and to Seller Indemnified Party against, and defend and hold each Service Provider and Seller Group Member Indemnified Party harmless forfrom, from and against any and all Losses incurred by any Service Provider, or Seller Indemnified Party to the extent such Seller Group Member arising Losses are caused by or result from (a) any breach of this Agreement by Purchaser, (b) the gross negligence, bad faith or relating towillful misconduct on the part of Purchaser in the performance of Purchaser’s obligations under this Agreement, directly (c) claims by Third Party Service Providers in the performance of their duties hereunder or indirectly: 9.2.1 (d) the performance of the Services set forth in Appendix A-4; provided, however, that the Purchaser shall not be responsible for any such Losses described in this Section 4.4 for which Sellers or CPI are required to indemnify the Purchaser Indemnified Parties and Purchaser Designees pursuant to Section 4.2 or Section 4.3 or to the extent that such Losses arise from the Sellers’ or CPI’s breach of this Agreement (excluding any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or the applicable Seller related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay Services provided under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2Xxxxxxxx X-0, to the extent such breach is due to the acts or omissions of a Manufacturer (as defined on Appendix A-4) and/or any negligence, bad faith or willful misconduct or violation of applicable Law by any Service Provider or Third Party Provider in connection with the provision of the Services. Sellers and Purchaser acknowledge and agree that Seller does not have an indemnity Purchaser’s obligations pursuant to this Section 4.4 are in no way intended to diminish or alter Sellers’ obligations pursuant to the provisions of Article VIII of the Purchaser Agreement, it being expressly acknowledged and agreed that Purchaser has no obligation to Purchaser hereunder; 9.2.9 indemnify any Service Provider or Seller Indemnified Party pursuant to this provision to the failure extent any such Loss is indemnifiable pursuant to Section 8.1 of Purchaser the Purchase Agreement, subject to timely pay and in accordance with the Termination Fee; and 9.2.10 provisions of Article VIII of the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Purchase Agreement.

Indemnification by Purchaser. Following the Closing, but subject to the provisions of this ARTICLE 8, Purchaser agrees to shall indemnify and to hold each harmless Seller Group Member harmless forand its Representatives (collectively, “Seller Indemnitees”) from and against and shall compensate and reimburse each of Seller Indemnitees for, any and all Losses suffered or incurred by such any Seller Group Member Indemnitee or to which any Seller Indemnitee may otherwise become subject arising from out of or relating related to, directly or indirectly: 9.2.1 (a) any inaccuracy in or breach by Purchaser of any of the representations or warranties made by Purchaser: (i) in this Agreement or (ii) in any certificate delivered on behalf of Purchaser pursuant to Section 2.5.2(b)(iii) (in each case of the foregoing clauses (i) and (ii), without giving effect to any “material”, “in all material respects”, and “Purchaser Material Adverse Effect” qualification limiting the scope of such representation or warranty, but solely for purposes of determining the amount of Losses and not for purposes of determining whether a breach or inaccuracy has occurred); (b) any failure of Purchaser to perform or any breach by Purchaser of any of its representations, warranties, covenants, agreements or obligations or agreements contained in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 (c) any Tax Claim of Seller with respect to any Post-Closing PeriodAssumed Liability; 9.2.7 all liabilities arising from the operation (d) any Product sold by or on behalf of the Newsprint Assets Purchaser or the Newsprint Business any of its Affiliates on or after the Closing Date except liabilities for which Date; or (e) any failure of Purchaser is indemnified hereunder or Seller has otherwise agreed to pay Transfer Taxes or Apportioned Obligations allocated to Purchaser under the terms of this Agreement or otherwise; 9.2.8 Section 6.11.1; provided, however, that Purchaser shall not be required to indemnify any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, Seller Indemnitee to the extent that such Losses arise out of or result from (i) the gross negligence, recklessness or willful misconduct of any Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination FeeIndemnitee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of or (ii) any claim for Losses that is indemnifiable by Seller and its Affiliates as set forth in under Section 2.3.78.3.1.

Indemnification by Purchaser. Purchaser agrees to indemnify Sellers and the Sellers Indemnified Persons against, and agrees to hold each Seller Group Member Sellers and the Sellers Indemnified Persons harmless forfrom, from and against any and all Losses incurred or suffered by such Seller Group Member Sellers and the Sellers Indemnified Persons arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser out of any of its representationsthe following: (a) any breach of or any inaccuracy in any representation or warranty made by Purchaser in this Agreement; provided, warrantiesthat Purchaser shall have no liability under this Section 10.3(a) for any breach of or inaccuracy in any representation or warranty unless, covenantsin the case of all representations and warranties (other than Title and Authorization Warranties), obligations a notice of Sellers’ or agreements Sellers Indemnified Persons’ claim is given to Purchaser not later than the close of business on the first anniversary of the Final Closing Date; (b) any breach of or failure by Purchaser to perform any covenant or obligation of Purchaser set out in this Agreement; (c) any BellSouth Guarantee with respect to any Initial Acquired Company or Subsequent Acquired Company; (d) any claim by a Minority Equity Holder relating to (A) any breach or failure by Purchaser to perform any covenant or obligation under this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability the Minority Equity Agreements or obligation otherwise arising from the actions, or failure to act, of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwisethe Minority Equity Agreements during the period prior to the Initial Closing Date or any Subsequent Closing Date, as applicable and, (B) any breach of or failure to perform by Purchaser any other obligations that Purchaser has to such Minority Equity Holder; provided, that Purchaser shall have no liability under this Section 10.3(d) for any claim by a Minority Equity Interest Holder arising from any breach, action or failure occurring on or prior to the applicable Closing Date unless a notice of Sellers’ or a Sellers Indemnified Person’s claim is given to Purchaser not later than the close of business on the eighteen (18) month anniversary of the applicable Closing Date; 9.2.4 (e) any and all liability and defense costs arising out occurrence, event, act or omission of or relating involving any Initial Acquired Company or Subsequent Acquired Company after the applicable Closing Date, including any claims, lawsuits or Losses relating, or with respect, to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and Minority Equity Holders, the Minority Equity Holder Rights or the Minority Equity Agreements or the Acquired Company Organizational Documents, (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan Continuing Employees, including as a result of the transactions contemplated by this Agreement; 9.2.6 their termination, constructive termination or severance, any Tax Claim of Seller liabilities under or with respect to any Post-Closing Period; 9.2.7 all Employee Benefit Plan, any liabilities arising from the operation of the Newsprint Assets under or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2other agreement or arrangement assumed by any Initial Acquired Company or any Subsequent Acquired Company or Purchaser hereunder, and any liabilities under or with respect to the Retention Plans to the extent that Seller does not have an indemnity obligation to such Retention Plans constitute Employee Benefit Plans or the obligations thereunder are assumed by any Initial Acquired Company or any Subsequent Acquired Company or Purchaser hereunder; 9.2.9 , or (iii) any Acquired Company Debt with respect to any Initial Acquired Company or Subsequent Acquired Company and any occurrence, event, act or omission or involving any Initial Acquired Company or Subsequent Acquired Company after the failure applicable Closing Date relating to any creditor, lender, noteholder, bondholder or other holder of Purchaser Debt with respect to timely pay the Termination Feeany Acquired Company Debt of any Initial Acquired Company or Subsequent Acquired Company; and 9.2.10 (f) except as otherwise provided in this Agreement, from and after the failure of applicable Closing Date, Purchaser shall protect, defend, indemnify and hold harmless Sellers from any and all Taxes relating to obtain any Initial Acquired Company or Subsequent Acquired Company arising after the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7applicable Closing.

Indemnification by Purchaser. Purchaser agrees to indemnify shall indemnify, defend and to hold harmless Seller, its Affiliates and their respective directors, officers, employees, shareholders, partners, members, property managers, principals, representatives and agents, and each of the successors and assigns of any of the foregoing (collectively, the “Seller Group Member harmless forIndemnified Parties”), from and against any and all Losses Damages suffered by any of the Seller Indemnified Parties resulting from, arising out of, relating to or incurred by such with respect to (without duplication) (collectively, “Purchaser Indemnifiable Damages” and together with Seller Group Member arising from or relating toIndemnifiable Damages, directly or indirectly:collectively, “Indemnifiable Damages”): 9.2.1 11.3.1. any breach by of or inaccuracy in any representation or warranty of Purchaser in this Agreement or the other Closing Documents as of the Closing Date, as if such representations or warranty were made as of the Closing Date, except where such representation or warranty is expressly made as of an earlier date, in which case, as of such earlier date; 11.3.2. any breach of any covenant or agreement of its representations, warranties, covenants, obligations or agreements Purchaser contained in this Agreement or in any the other Operative AgreementClosing Documents; 9.2.2 any Assumed Obligation11.3.3. Seller’s draw down and delivery of the proceeds of letters of credit as directed by Purchaser pursuant to Section 3.2.6; 9.2.3 11.3.4. Purchaser’s failure to perform any liability or obligation of Purchaser first arising after to the Closing Date under the Leases, Contracts, Brokerage Agreements, or any other contracts and agreements related to Apache, except liabilities for which the Property or any portion thereof and expressly assumed by Purchaser is indemnified hereunder or Seller has otherwise agreed pursuant to pay under the terms of this Agreement or otherwisethe other Closing Documents; 9.2.4 any and all liability and defense costs arising out of or relating 11.3.5. Purchaser’s failure to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller deliver the notices to the Tenants pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee9.1.10; and 9.2.10 11.3.6. any damage to the failure Property or any portion thereof, caused by the acts or omissions of Purchaser to obtain Purchaser, its agents, invitees, contractors, employees or representatives when accessing the unconditional and irrevocable release Property during the term of Seller and this Agreement; provided, however, that Purchaser’s indemnity hereunder shall not include any losses, costs, Damage or expenses resulting from the gross negligence or willful misconduct of Seller, its Affiliates as set forth in Section 2.3.7agents or representatives.

Indemnification by Purchaser. (a) Subject to the provisions of this Article VII, effective at and after the Closing, Purchaser agrees to indemnify shall indemnify, defend and to hold each harmless Seller, its Affiliates and Representatives (collectively, the “Seller Group Member harmless forIndemnified Parties”, who are express and intended third party beneficiaries of this Article VII), from and against any and all Covered Losses which are incurred or suffered by any of the Seller Indemnified Parties or to which any of the Seller Indemnified Parties may otherwise become subject (regardless of whether or not such Seller Group Member arising Covered Losses relate to any Third Party Claim) and which arise from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser as a result of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and breach or inaccuracy of any representation or warranty of Purchaser contained in Article IV; (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result breach or nonperformance of the transactions contemplated by any covenant or agreement of Purchaser contained in this Agreement;; (iii) any Assumed Liability; and (iv) any Purchaser Taxes. 9.2.6 (b) Notwithstanding any Tax Claim of other provision to the contrary: (i) Purchaser shall not be required to indemnify, defend or hold harmless any Seller with respect to Indemnified Party against, or reimburse any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 Indemnified Party for, any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) Covered Losses pursuant to any sampling or testing conducted pursuant to claim under Section 7.3(a)(i), until the final sentence aggregate amount of the Seller Indemnified Parties’ Covered Losses under Section 5.12(a7.3(a)(i) or (B) with respect to any matter described in Section 9.1.2exceeds the Threshold, and then only to the extent that Seller does not have an indemnity obligation the aggregate amount of all such Covered Losses exceeds the Threshold, subject to Purchaser hereunderSection 7.3(b)(ii); 9.2.9 (ii) the failure cumulative indemnification obligation of Purchaser to timely pay under Section 7.3(a)(i) (other than in connection with Purchaser Fundamental Representations) shall in no event exceed the Termination FeeCap; and 9.2.10 (iii) the failure cumulative indemnification obligation of Purchaser to obtain under Section 7.3(a)(i) (only in connection with Purchaser Fundamental Representations) shall in no event exceed the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Purchase Price.

Indemnification by Purchaser. From and after the Closing Date, Purchaser agrees to shall indemnify Parent, Sellers and to their respective Subsidiaries against, and hold each Seller Group Member Parent, Sellers and their respective Subsidiaries harmless forfrom, from and against any and all Losses incurred by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant Taxes of Purchaser, a Purchased Company or any of their Subsidiaries with respect to its being secondarily liable for withdrawal liability under all Post-Closing Tax Periods, except as a result of the Multiemployer Plan and indemnifications provisions provided in Section 9.1(a); (ii) any withdrawal liability assessed against Seller Taxes of a Purchased Company or any of its Subsidiaries attributable to any transaction outside the Ordinary Course effected by Purchaser or at Purchaser’s direction on the Multiemployer Plan as a result Closing Date and after the Closing, other than any transaction contemplated by this Agreement or an Ancillary Agreement; (iii) any incremental income Taxes attributable to an election under Section 338 of the Code made with respect to any of the Purchased Companies or their Subsidiaries in connection with the transactions contemplated by this Agreement; 9.2.6 , other than any Tax Claim such Section 338 election to which Sellers consent in writing and any election made pursuant to Section 9.12; (iv) any income Taxes of Seller a Seller, its Subsidiaries or any Purchased Company to the extent such income Taxes result from or are attributable to (A) any distribution by any Purchased Company after the Closing during a Straddle Period and (B) any transaction occurring or entered into by any Purchased Company after the Closing that causes such Purchased Company to recognize income under Section 951(a) of the Code with respect to any PostStraddle Period; (v) any Transaction Taxes allocated to Purchaser under Section 9.4; and (vi) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (iv); provided, however, that Purchaser shall have no obligation to indemnify Parent, Sellers or any of their Subsidiaries under any provision of this Agreement from and against any Taxes to the extent such Taxes (x) are accrued as an asset in the Closing Period; 9.2.7 all liabilities arising from the operation Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result of any action taken outside of the Newsprint Assets Ordinary Course (without regard to past practice) by or at the Newsprint Business on direction of Sellers or any of their Affiliates after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of Date, other than any action contemplated by this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Ancillary Agreement.

Indemnification by Purchaser. (a) After each Closing and subject to this Article VIII, Purchaser agrees to indemnify shall indemnify, defend and to hold each Seller Group Member harmless Parent, the Sellers, and its and their respective Affiliates and Representatives (the “Parent Indemnified Persons”), against, and reimburse Parent Indemnified Persons for, from and against any and without duplication, all Losses incurred by such Seller Group Member arising from that Parent Indemnified Persons may at any time suffer or relating incur, or become subject to, directly or indirectly: 9.2.1 (i) as a result of or in connection with the breach of any of the representations and warranties of Purchaser contained in Article IV (it being understood that, for purposes of determining whether any breach has occurred or calculating the amount of any Losses under this Section 8.3(a)(i), all materiality and Purchaser Material Adverse Effect qualifications and exceptions contained in such representations and warranties shall be disregarded); (ii) as a result of or in connection with any breach by any Purchaser or Purchaser Topco of any of its representations, warranties, their covenants, agreements or obligations or agreements contained in this Agreement or in any other Operative Agreement;Transaction Document; or 9.2.2 (iii) that constitute (A) any Assumed Obligation; 9.2.3 Transfer Taxes required to be borne by such Purchaser pursuant to Section 7.5; (B) any liability or obligation of or related to Apache, except liabilities withholding Tax for which Purchaser is indemnified hereunder or Seller has otherwise agreed responsible pursuant to pay under the terms Section 2.8; and (C) reasonable out-of-pocket costs and expenses (including reasonable fees and out-of-pocket expenses of this Agreement or otherwise; 9.2.4 any outside legal counsel and all liability and defense costs arising out of or other advisors) incurred by Parent Indemnified Persons relating to any indemnified Tax matter (including an examination relating thereto or a claim for COBRA continuation coverage by any M&A Qualified Beneficiary;Taxes) in this Section 8.3(a)(iii). 9.2.5 (ib) Notwithstanding anything to the contrary contained herein, Purchaser shall not be required to indemnify, defend or hold harmless the Parent Indemnified Persons against, or reimburse, or otherwise have any liability incurred by Seller under this Agreement to, the Parent Indemnified Persons for any Losses pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and Section 8.3(a)(i) (ii) other than Losses in connection with any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (BFundamental Representations) with respect to any matter described claim (i) unless such claim (or related claims arising out of the same facts, events or circumstances) involves Losses in excess of the Deductible (nor shall any such claim that does not meet such Threshold be applied to or considered for purposes of calculating the aggregate amount of Parent's Losses for which Purchaser has responsibility under clause (ii) of this Section 9.1.28.3(b) below), (ii) until the aggregate amount of Losses for which the Parent Indemnified Persons are finally determined to be otherwise entitled to indemnification under Section 8.3(a)(i) exceeds the Deductible, after which Purchaser shall be obligated for all the Losses for which the Parent Indemnified Persons are finally determined to be otherwise entitled to indemnification under Section 8.3(a)(i) that are in excess of the Deductible, but only if such excess Losses arise with respect to any claim (or related claims arising out of the same facts, events or circumstances) involving Losses in excess of the Deductible. Notwithstanding anything to the extent that Seller does contrary contained herein, Purchaser shall not be required to indemnify, defend or hold harmless the Parent Indemnified Persons against, or reimburse, or otherwise have an indemnity obligation any liability under this Agreement to, the Parent Indemnified Persons for any Losses (1) pursuant to Section 8.3(a)(i) (other than Losses in connection with any Purchaser hereunder; 9.2.9 Fundamental Representation) in a cumulative aggregate amount exceeding the failure Cap, and (2) pursuant to Section 8.3(a)(i) and Section 8.3(a)(iii) in connection with the Purchaser Fundamental Representations in a cumulative aggregate amount exceeding the Paid Purchase Price at the time the Claim Notice in respect of Purchaser to timely pay a claim for such Losses (or related claims arising out of the Termination Fee; and 9.2.10 same facts, events or circumstances) is delivered, irrespective of the failure occurrence of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7any subsequent Closings.

Indemnification by Purchaser. Following the Closing, but subject to the provisions of this ARTICLE 8, Purchaser agrees to shall indemnify and to hold each harmless Seller Group Member harmless forand its Representatives (collectively, “Seller Indemnitees”) from and against and shall compensate and reimburse each of Seller Indemnitees for, any and all Losses suffered or incurred by such any Seller Group Member Indemnitee or to which any Seller Indemnitee may otherwise become subject arising from out of or relating related to, directly or indirectly: 9.2.1 (a) any inaccuracy in or breach by Purchaser of any of the representations or warranties made by Purchaser: (i) in this Agreement or (ii) in any certificate delivered on behalf of Purchaser pursuant to Section 2.5.2(b)(iii) (in each case of the foregoing clauses (i) and (ii), without giving effect to any “material”, “in all material respects”, and “Purchaser Material Adverse Effect” qualification limiting the scope of such representation or warranty, but solely for purposes of determining the amount of Losses and not for purposes of determining whether a breach or inaccuracy has occurred); (b) any failure of Purchaser to perform or any breach by Purchaser of any of its representations, warranties, covenants, agreements or obligations or agreements contained in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 (c) any Tax Claim of Seller with respect to any Post-Closing PeriodAssumed Liability; 9.2.7 all liabilities arising from the operation (d) any Product sold by or on behalf of the Newsprint Assets Purchaser or the Newsprint Business any of its Affiliates on or after the Closing Date except liabilities for which Date; or (e) any failure of Purchaser is indemnified hereunder or Seller has otherwise agreed to pay Transfer Taxes or Apportioned Obligations allocated to Purchaser under the terms of this Agreement or otherwise; 9.2.8 Section 6.11.1; provided, however, that Purchaser shall not be required to indemnify any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, Seller Indemnitee to the extent that such Losses arise out of or result from (i) the gross negligence, recklessness or willful misconduct of any Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination FeeIndemnitee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of or (ii) any claim for Losses that is indemnifiable by Seller and its Affiliates as set forth in under Section 2.3.78.3.1.

Indemnification by Purchaser. Subject to the limitations set forth in this Article X, from and after the Applicable Closing Purchaser agrees to indemnify shall indemnify, defend and to hold each harmless the Sellers, their Affiliates and their (and their Affiliates’) respective officers, directors, employees and agents (collectively, the “Seller Group Member harmless for, Indemnified Parties”) from and against any and all Covered Losses incurred by such Seller Group Member Indemnified Party as a result of or arising from or relating to, directly or indirectlyout of: 9.2.1 (a) any breach by Purchaser or inaccuracy of any representation or warranty of its representations, warranties, covenants, obligations or agreements Purchaser contained in Article V of this Agreement or in any other Operative Agreementthe certificates provided by Purchaser pursuant to Section 8.03(a) and Section 8.03(b); 9.2.2 (b) any Assumed Obligation; 9.2.3 any liability or obligation of or related failure by Purchaser to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) comply with any liability incurred covenant or agreement in this Agreement which is to be performed by Seller pursuant to its being secondarily liable for withdrawal liability under Purchaser before the Multiemployer Plan Applicable Closing and (ii) comply with any withdrawal liability assessed against covenant or agreement in this Agreement which is to be performed by Purchaser after the Applicable Closing; (c) any Loss Sharing Claims to the extent necessary so that Purchaser (and the other Purchaser Indemnified Parties) shall bear, whether directly or through the indemnification provided in this Section 10.3(c), (i) first, twenty-five percent (25%) of any such Covered Loss Sharing Losses until the aggregate amount paid by Sellers (and the other Seller by Indemnified Parties) pursuant to Section 10.02(c) and Purchaser (and the Multiemployer Plan as a result other Purchaser Indemnified Parties) pursuant to this Section 10.03(c) is equal to fifty percent (50%) of the transactions contemplated Shared Loss Cap, (ii) second, seventy-five percent (75%) of any such Covered Loss Sharing Losses until the aggregate amount paid by Sellers (and the other Seller Indemnified Parties) pursuant to Section 10.02(c) and Purchaser (and the other Purchaser Indemnified Parties) pursuant to this Agreement; 9.2.6 Section 10.03(c) is equal to the Shared Loss Cap and (iii) thereafter one hundred percent (100%) of any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation such Covered Loss Sharing Losses in excess of the Newsprint Assets Shared Loss Cap; and (d) any claim or the Newsprint Business Action brought against either Seller or any Seller Indemnified Party at any time on or after the Applicable Closing Date except liabilities for relating to actions taken by Purchaser after the Applicable Closing (other than any Action the underlying facts and circumstances of which would otherwise entitle any Purchaser is indemnified hereunder Indemnified Party to indemnification pursuant to this Article X), including any claim or Seller has otherwise agreed to pay under Action resulting from or arising out of any act or omission in actual or alleged breach or violation of any Law, Permit, Order or Contract by Purchaser or any of its Affiliates, in each case following the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action Closing in connection with the performance by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling Affiliates of its obligations under the Servicing Agreements or testing conducted pursuant to Subservicing Agreements. In the final sentence of event that a Covered Loss would be eligible for indemnity under either Section 5.12(a10.03(a) or (B) with respect to any matter described in 10.03(c), such Covered Loss shall be recoverable only under Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.710.03(c).

Indemnification by Purchaser. (a) From and after the Closing Date (but subject to the limitations set forth in this Section 4), Purchaser agrees to shall hold harmless and indemnify and to hold each of the Seller Group Member harmless for, Indemnitees from and against , and compensate and reimburse each of Seller Indemnitees for, any and all Losses Damages that are suffered or incurred by such any of Seller Group Member arising Indemnitees and that arise from or relating to, directly or indirectlyas a result of: 9.2.1 (i) any inaccuracy in or breach by Purchaser of any of its representations, warranties, covenants, obligations the representations or agreements warranties made by Purchaser in this Agreement or in any other Operative Agreementclosing certificate, including the Purchaser Closing Certificate; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller breach of any covenant or obligation of Purchaser contained in this Agreement; and (iii) the Assumed Liabilities. (b) Except in the case of actual fraud with intent to deceive, Purchaser shall not be required to make any indemnification payment pursuant to Section 4.3(a)(i) until such time as the total, cumulative amount of all Damages (including the Damages arising from such breach and all other Damages arising from any other breaches of any representations or warranties) that have been suffered or incurred by the Multiemployer Plan as a result any of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller Indemnitees and, with respect to which any Post-Closing Period; 9.2.7 all liabilities arising from the operation indemnification payment would otherwise be available to any of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) Indemnitees pursuant to Section 4.3(a)(i), exceeds $50,000. If the total amount of such Damages exceeds $50,000, the Seller Indemnitees shall be entitled to be indemnified against and compensated and reimbursed solely for the amount of Damages in excess of $50,000. (c) Except in the case of actual fraud with intent to deceive, the total amount of indemnification payments that Purchaser can be required to make to any sampling or testing conducted of Seller Indemnitees pursuant to the final sentence of Section 5.12(a4.3(a)(i) or (B) except with respect a claim with respect to an inaccuracy or breach of the Purchaser Closing Certificate) shall be limited to $2,000,000. With respect to aggregate payments that Purchaser may be required to make to any matter described of the Seller Indemnitees pursuant to Section 4.3(a)(i) in Section 9.1.2excess of $1,000,000, to all such amounts shall be made solely through an automatic increase in the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 principal amount owing under the failure Note. The repayment of Purchaser to timely pay such amount shall be due with the Termination Fee; and 9.2.10 final payment of principal under the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Note.

Indemnification by Purchaser. (a) Subject to the provisions of this Article IX and except with respect to indemnification for Taxes other than Taxes of any Purchased Non-Consolidated Venture or any Subsidiary thereof to the extent such Taxes are Assumed Liabilities (it being understood that indemnification for Taxes other than Taxes of any Purchased Non-Consolidated Venture or any Subsidiary thereof shall be governed exclusively by Article VI), effective at and after the Closing, Purchaser agrees to indemnify shall indemnify, defend and to hold harmless Seller, its Affiliates and each of Seller’s and such Affiliates’ respective officers, directors, agents, successors and assigns (collectively, the “Seller Group Member harmless forIndemnified Parties”), from and against any and all Covered Losses incurred or suffered by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related the Seller Indemnified Parties to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs extent arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 resulting from (i) any liability incurred by Seller pursuant breach of any representation or warranty of Purchaser contained in Article IV (in each case, without giving effect to its being secondarily liable for withdrawal liability under the Multiemployer Plan and any “Purchaser Material Adverse Effect”, “materiality” or similar qualifications); (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result breach of the transactions contemplated by any covenant or agreement of Purchaser contained in this Agreement;; and (iii) any Assumed Liability. 9.2.6 any Tax Claim of Seller (b) Except with respect to Taxes other than Taxes of any PostPurchased Non-Closing Period;Consolidated Venture or any Subsidiary thereof to the extent such Taxes are Assumed Liabilities (it being understood that indemnification for Taxes other than Taxes of any Purchased Non-Consolidated Venture or any Subsidiary thereof shall be governed exclusively by Article VI), notwithstanding any other provision to the contrary: 9.2.7 all liabilities arising from the operation of the Newsprint Assets (i) Purchaser shall not be required to indemnify, defend or the Newsprint Business on hold harmless any Seller Indemnified Party against, or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or reimburse any Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 Indemnified Party for, any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) Covered Losses pursuant to any sampling or testing conducted pursuant claim under Section 9.3(a)(i) until the aggregate amount of the Seller Indemnified Parties’ Covered Losses under Section 9.3(a)(i) exceeds the Deductible, after which Purchaser shall be obligated for all the Seller Indemnified Parties’ Covered Losses under Section 9.3(a)(i) in excess of the Deductible, subject to Section 9.3(b)(ii); provided that any claim for indemnification under Section 9.3(a)(i) resulting from a breach of a Purchaser Fundamental Representation shall not be subject to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination FeeDeductible; and 9.2.10 (ii) the failure cumulative indemnification obligation of Purchaser to obtain under Section 9.3(a)(i) (other than any indemnification obligation under Section 9.3(a)(i) resulting from a breach of a Purchaser Fundamental Representation) shall in no event exceed the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Cap.

Indemnification by Purchaser. Without limiting ---------------------------- Purchaser's rights under Section 8.1 and Annex S, Purchaser hereby agrees to indemnify Sellers, their Affiliates and their respective officers, directors, employees, stockholders, agents and representatives against, and agrees to hold each Seller Group Member them harmless forfrom, from and against any and all Losses incurred by such Seller Group Member Losses, as incurred, (payable quarterly upon written request), to the extent arising from from, relating to or relating to, directly or indirectlyotherwise in respect of: 9.2.1 (i) any breach by Purchaser of any representation or warranty of its representations, warranties, covenants, obligations or agreements Purchaser contained in this Agreement; (ii) any breach of any covenant of Purchaser contained in this Agreement or in any other Operative AgreementPurchaser Ancillary Document; 9.2.2 (iii) any Assumed ObligationLiabilities; 9.2.3 (iv) all Liabilities of the Sold Subsidiaries; (v) all Indebtedness included in the Statement of Net Assets; (vi) any liability Liability under the WARN Act or obligation similar statute to the extent arising from the actions of Purchaser after the Closing; (vii) any Liability under any Credit Support Arrangement following the Closing; (viii) any Liability relating to the performance or related failure to Apacheperform under any Contracts, except liabilities for which Intellectual Property or Technology assigned to Purchaser pursuant to Sections 5.4(b) or 5.4(c) (in the case of Section 5.4(c), to the extent Purchaser is indemnified hereunder provided the benefits of any Contract, Intellectual Property or Seller has otherwise agreed to pay under the terms of this Agreement or otherwiseTechnology); 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (iix) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets Business or the Newsprint Business on Acquired Assets, or any actions or omissions of Purchaser, its Affiliates, agents, contractors or subcontractors in connection therewith, after the Closing Date except liabilities for Closing, including all Liabilities which Purchaser is indemnified hereunder arise from, relate to or Seller has are otherwise agreed to pay under the terms in respect of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives Purchaser's D&D (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described as defined in Section 9.1.28.1(a)(vii)); or (x) the termination, cessation, or alteration of Purchaser's activities at the Waltz Mill Service Center site, but only to the extent that Seller does not have an indemnity obligation such termination, cessation, or alteration gives rise to incremental Decontamination and Decommission Liabilities associated with a change in site use classification by a Governmental Authority from industrial to non- industrial. Any dispute between CBS and Purchaser hereunder; 9.2.9 with respect to the failure of Purchaser to timely pay Losses described in this clause (x) shall be addressed in the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as manner set forth in Section 2.3.7.8.8. 113

Indemnification by Purchaser. Subject to the provisions of this Article X, effective as of and after the Closing, Purchaser agrees to and the Transferred Entities shall indemnify and to hold each harmless the Seller Group Member harmless for, Parties from and against any and all Losses incurred or suffered by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related the Seller Parties to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs extent arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 resulting from (ia) any liability incurred by Seller pursuant breach of any covenant or agreement of Purchaser contained in this Agreement that is to its being secondarily liable for withdrawal liability under be performed at or after the Multiemployer Plan and Closing, (iib) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result Liability or Environmental Liability, other than Excluded Liabilities, arising in connection with Purchaser’s operation of the transactions contemplated by this Agreement; 9.2.6 Business, including in any Tax Claim of Seller with respect way related to any Post-Closing Period; 9.2.7 all liabilities arising from Contamination, as such term is defined in the operation Remediation and Access Agreement, (c) the failure to pay any Liability when due to the extent reflected in, reserved for or taken into account in the determination of Working Capital or Indebtedness on the Final Closing Statement, and (d) any Taxes imposed directly on (i) the actions and transactions contemplated by Section 5.19(b) that would not have been incurred if such actions and transactions had not occurred, (ii) the Bifurcation or item #4 of Section 5.19(a) of the Newsprint Assets Seller Disclosure Schedule that would not have been incurred if the Bifurcation was not taking place or (iii) the direct sale by Seller, its Affiliate or the Newsprint Business on or after Transferred Company of the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under equity interests of PSEG Power Connecticut LLC, PSEG New Haven LLC and PSEG Power New York LLC (in the terms case of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counselclause (iii), environmental consultantsthat would not have been incurred in the case of an indirect sale of those equity interests via a sale of PSEG Fossil LLC), investment bankersfor the avoidance of doubt, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2each case, to the extent such Taxes are (x) for a taxable period or portion thereof ending on or before the Closing Date or (y) in the case of any action that Seller does not have an indemnity obligation to occurs after the Closing Date, for a taxable period or portion thereof that includes the date such action occurred (collectively, “Purchaser hereunder; 9.2.9 Restructuring Transactions”); provided that any and all refunds, credits, overpayments or similar items or recoveries of the failure Taxes described in this clause (d) and paid by Purchaser or any of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7shall be for the benefit of Purchaser.

Indemnification by Purchaser. (a) Subject to and as limited by the provisions of this Section 9.3, Purchaser agrees to shall defend, indemnify and to hold each Seller Group Member harmless forC&K's and the Sellers' and their respective officers, directors, agents and employees (individually, a "Sellers Indemnitee" and collectively the "Sellers Indemnitees") from and against any and all Losses, suffered by a the Sellers Indemnitee, as a result of or in connection with: (i) any breach, misrepresentation, or inaccuracy of any of representations or warranty made by Purchaser in or pursuant to this Agreement or to any Closing Agreements; and (ii) any breach of any covenant, agreement or obligation made or to be performed by Purchaser under or pursuant to this Agreement, or any Closing Agreements. (b) Notwithstanding Section 9.3(a), Purchaser shall not be required to indemnify the Sellers Indemnitees under Section 9.3 (a), unless such right to indemnification is asserted by a Sellers Indemnitee (whether or not such Losses incurred have actually been incurred) by such Seller Group Member arising from written notice to Purchaser, describing with reasonable specificity the facts giving rise to the asserted right, within the following time periods: (i) with respect to any fraud or relating tointentional misrepresentation made by Purchaser, directly there shall be no time limitation on the time for making a claim; and (ii) with respect to all other matters covered by Section 9.3(a), on a date that is two (2) years after the Closing Date. (c) Notwithstanding Section 9.3(a) and 9.3(b) Purchaser (i) shall not be required to indemnify the Sellers Indemnitees pursuant to Section 9.3(a) with respect to the DeMinimis Amount or indirectly:the Threshold Amount, and (ii) shall indemnify the Sellers Indemnitees pursuant to Section 9.3(a) for the next FIFTY MILLION UNITED STATES DOLLARS (US$50,000,000) of Losses in excess of the Threshold Amount. Except as provided by Section 9.3(d), Purchaser's aggregate indemnification obligation pursuant to Section 9.3(a) shall in no event exceed the Indemnification Cap. 9.2.1 (d) Notwithstanding Section 9.3(c), the DeMinimus Amount, the Threshold Amount and the Indemnification Cap shall not apply to Losses with respect to any fraudulent or intentional misrepresentation, covenant or agreement made or to be performed by Purchaser, or as to any breach by Purchaser of the covenants in Sections 3.1 or 3.2 hereof. (e) The amounts for which Purchaser shall be liable under this Section 9.3 shall be net of any insurance proceeds actually received by the Sellers and C&K in connection with the facts giving rise to the right of indemnification. The amounts for which Purchaser shall be liable under Section 9.3 shall also include all reasonable attorneys fees and all other costs and expenses incurred by the Sellers and C&K in enforcing its representations, warranties, covenants, obligations or agreements rights to indemnification hereunder. (f) This Section 9.3 shall be the sole and exclusive remedy of C&K and the Sellers against Purchaser for any claim arising in connection with this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by herein; provided, however that this Agreement; 9.2.6 Section 9.3(f) shall not restrict the rights of C&K or any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets seek and obtain injunctive relief to specifically enforce Purchaser's obligations or the Newsprint Business on or after the Closing Date except liabilities to seek and obtain relief for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7fraud.

Indemnification by Purchaser. Purchaser agrees to (a) If the Closing occurs, each of the Purchasers shall, jointly and severally, indemnify each Seller and to their respective general partners, limited partners, officers and directors of each of them, in respect of, and hold each Seller Group Member of them harmless for, from and against any and all Losses suffered, incurred or sustained by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representationsthem or to which any of them becomes subject, warrantieswhether or not involving a Third Party Claim, covenantsresulting from, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under breach of the Multiemployer Plan representations and warranties of the Purchasers contained in this Agreement (including, without limitation, any certificate delivered in connection herewith), (ii) any withdrawal liability assessed against Seller nonfulfillment of or failure to perform any covenant or agreement on the part of the Purchasers contained in this Agreement (including, without limitation, any certificate delivered in connection herewith), (iii) any of the Assumed Liabilities, and (iv) any claim by any Person other than any Seller, any Affiliate of any Seller, or any equity holder or creditor of the Multiemployer Plan foregoing, under applicable bankruptcy, fraudulent conveyance or transfer or similar Law or other Law, and stemming from a Purchaser or a Business Subsidiary not being solvent immediately after the Closing (as a result of the transactions contemplated Financing or other actions taken by Purchasers or the Business Subsidiaries) and that was solvent immediately prior to the Closing, that the acquisition of the Transferred Interests and Business Assets and Assumed Liabilities by Purchasers under this Agreement were invalid or illegal or can be set aside or result in an award of damages and only if (1) the provisions of Section 14.01 would not provide for indemnification of Purchaser without giving effect to the provision of 14.01(b); and (2) any such claim does not relate to the Purchase Price paid to any Seller or the allocation thereof; provided, further, (i) that if and to the extent that any indemnification under this Section 14.02(a) is unenforceable, but subject to the same terms, conditions, limitations and time periods applicable to such indemnification under this Agreement;, the Purchasers and the Business Subsidiaries shall make the maximum contribution to the payment, and satisfaction of the indemnified Losses as shall be permissible under applicable Laws and (ii) in no event will Purchasers be liable to provide any indemnification under this Section 14.02(a) as to any matter to the extent that Sellers bear indemnification responsibility under Article XII hereof for such matter. 9.2.6 any Tax Claim (b) No amounts of Seller indemnity shall be payable as a result of a claim under Section 14.02(a)(i) in respect of a breach of a representation or warranty of Purchasers (other than a claim based upon fraud or willful or criminal misconduct or, with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of Deductible but not the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counselCovered Losses limitation, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or Purchaser Fundamental Representations), (Bi) with respect to Losses arising from any matter described single event or series of related events that do not exceed the Covered Losses limitation amount, and (ii) unless and until the Indemnified Parties have suffered, incurred, sustained or become subject to Losses (other than Covered Losses) with respect thereto in excess of the Deductible in the aggregate, in which case the Indemnified Parties shall be entitled to indemnification for the amount of Losses in excess the Deductible; provided, however, that the aggregate indemnification obligation of the Purchasers for claims under (a) Section 9.1.2, 14.02(a)(i)(other than claims based upon fraud or willful or criminal misconduct or for breach of the Purchaser Fundamental Representations) shall be limited to US$31,000,000 and (b) Section 14.02(a)(i) for all claims (other than claims based upon fraud or willful misconduct) shall be limited to the extent that Seller does not have an indemnity obligation to Purchaser hereunder;Final Total Purchase Price. 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7.1- NY/2171027.1 66

Indemnification by Purchaser. (a) COMED CLAIMS. Purchaser agrees to will indemnify and to hold harmless ComEd ------------ and its Affiliates, and each Seller Group Member harmless forof their officers, directors, employees, partners, attorneys, agents and successors and assigns (collectively, the "COMED GROUP"), from and against any all damages, claims, losses, fines, penalties, liabilities and all Losses incurred by such Seller Group Member arising from expenses, including reasonable legal, accounting and other expenses, which arise out of or relating torelate to the following (collectively, directly or indirectly:"COMED CLAIMS"): 9.2.1 (1) any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements covenants in this Agreement or in any other Operative Agreement; 9.2.2 failure of Purchaser to perform any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay its obligations under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 (2) any Tax breach of any warranty or the inaccuracy of any representation of Purchaser contained in this Agreement or any breach of the certificate delivered by Purchaser pursuant to Section 8.1 (Compliance With Provisions) as to which ----------- a Notice of Claim is received by Purchaser prior to the first anniversary of Seller with respect to any Post-the Closing PeriodDate; 9.2.7 all liabilities (3) any Third Party Claims against any member of the ComEd Group (other than the Third Party Claims described in subsections (4) and (6) below) for personal injury or property loss or damages resulting from or arising from out of the ownership or operation of the Newsprint Assets from and after the Closing, but only to the extent the alleged personal injury or the Newsprint Business property damage occurred on or after the Closing Date except liabilities for which Date; (4) any Third Party Claims against any member of the ComEd Group resulting from or arising out of any Environmental Liability within the scope of Section 2.3(a) (Purchaser's Liabilities--Environmental -------------- Liabilities) or otherwise assumed by Purchaser is indemnified hereunder pursuant to this Agreement; (5) Purchaser's Liabilities; or (6) any personal injury or Seller has otherwise agreed property damage resulting from or arising out of Purchaser's due diligence inspections and reviews or the presence of Purchaser or any member of the Purchaser Group at or on any of the Sites prior to pay Closing; provided, however, that Purchaser shall be required to indemnify and hold harmless under the terms clause (2) of this Agreement or otherwise; 9.2.8 any liability arising from any action Section 6.3(a) (Indemnification by ComEd-- -------------- Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (BClaims) with respect to any matter described in Section 9.1.2, ComEd Claims incurred by the ComEd Group only to the extent that Seller does not have the aggregate amount of such ComEd Claims exceeds Twenty Million Dollars ($20,000,000) (but only in the amount of such excess). For purposes of computing the amount of any indemnification payment under this Section 6.3 (Indemnification by Purchaser), any such indemnification payment ----------- shall be treated as an indemnity obligation adjustment to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Purchase Price for all Tax purposes.

Indemnification by Purchaser. (a) Subject to the provisions of this Article X, effective as of and after the Closing, the Purchaser agrees to shall indemnify and to hold each harmless, on an after Tax basis, Seller Group Member harmless forand its Affiliates (collectively, the “Seller Indemnified Parties”), from and against any and all Covered Losses incurred or suffered by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related the Seller Indemnified Parties to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 extent resulting from (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under breach of any of the Multiemployer Plan Purchaser’s Representations and Warranties, (ii) any withdrawal liability assessed against breach of any covenant or agreement of Purchaser contained in this Agreement that survives the Closing, for the period it survives, (iii) any Specified Liability or (iv) any other Liability of or payable by any Seller by Indemnified Party to the Multiemployer Plan as a result extent arising out of (A) the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the Purchased Entities (including their operation of the Newsprint Assets Business), whether accruing or the Newsprint Business arising prior to, on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under (other than Taxes imposed on the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant Purchased Entities with respect to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) Pre-Closing Tax Period), or (B) with the Business to the extent accruing or arising on or after the Closing (other than, in the case of this clause (B), any such Liability to the extent accruing or arising solely from any actions or omissions of Seller or its Affiliates after the Closing) (provided that any indemnification pursuant to this clause (iv) shall be subject to, and shall not override or limit in any way, Purchaser’s rights to indemnification pursuant to Section 10.2(a)). Notwithstanding the foregoing, the Purchaser’s obligation to indemnify and hold harmless the Seller Indemnified Parties under clause (iv) of Section 10.4(a) shall not include any attorneys’ fees and any other litigation and/or defense costs incurred by the Seller and/or its Affiliates. (b) With respect to any matter described in Section 9.1.2Liability incurred by or asserted against any Seller Indemnified Party that (i) arises out of the Business and (ii) accrues or arises from any actions or omissions taking place before the Closing (such Liabilities, the “Pre-Closing Business Liabilities”), the Purchaser agrees to (and to cause its Affiliates (including the Purchased Entities) to) reasonably cooperate with the Seller to, and use reasonable best efforts to, seek recovery for such Liability under the R&W Insurance Policy (to the extent that Seller does not have an indemnity obligation coverage is available therefor under such policy) or other insurance policy available to Purchaser hereunder; 9.2.9 or the failure Purchased Entities, and Purchaser shall, and shall cause its Affiliates to, pay to Seller all amounts recovered from the R&W Insurance Policy or such other insurance policy in connection with said Liability net of any costs, taxes and expenses incurred by Purchaser and its Affiliates in obtaining such recovery under the R&W Insurance Policy or other insurance policy. Furthermore, and for so long as the Seller or any of its Affiliates is subject to timely pay any Proceeding in connection with any Pre-Closing Business Liability, the Termination Fee; and 9.2.10 Purchaser shall, and shall cause its Affiliates (including the failure of Purchaser to obtain the unconditional and irrevocable release of Purchased Entities) to, reasonably cooperate with Seller and its counsel in the contest or defense against such Proceeding, in providing evidence of the transfer of the ownership of the Business to the Purchaser effected by means of this Agreement and in causing the applicable third party to withdraw its claim against Seller or its Affiliates as (on the understanding that such cooperation shall never imply that the Purchaser or its Affiliates (including the Purchased Entities) shall assume or be responsible for any attorneys’ fees and any other litigation and/or defense costs incurred by the Seller and its Affiliates). (c) Notwithstanding anything in this Agreement to the contrary, the cumulative indemnification obligation of Purchaser under Section 10.4(a)(i) shall in no event exceed the Cap; provided, however, that, notwithstanding the foregoing, the cumulative indemnification obligation of Purchaser under Section 10.4(a)(i) for breaches of Purchaser Fundamental Representations shall in no event exceed the Closing Purchase Price. (d) No limitation on liability set forth out in Section 2.3.7this Agreement shall apply where there has been Fraud in relation to the matter giving rise to a claim.

Indemnification by Purchaser. (a) The sole remedy of the Indemnitors and Curlxx xxx their Related Parties (collectively, the "STARTIME INDEMNITEES") and any of their officers, directors, representatives, stockholders, lenders, assignees and Affiliates against Purchaser, Silver Cinemas and their Related Parties for any Loss arising out of or related to this Agreement or the transactions contemplated hereby (it being understood that claims for indemnification by the StarTime Indemnitees or such other Persons under the (i) Property Purchase Agreement shall be made, if at all, pursuant to Section 4.2.4 thereof and (ii) Put Agreement shall be made, if at all, pursuant to Section 4.2.4 thereof) shall be a claim for indemnity made and enforced in accordance with this Section 4.2.4. (b) Purchaser agrees shall defend, indemnify, reimburse, and hold harmless, the StarTime Indemnitees from: (i) all third party claims relating to indemnify and to hold each Seller Group Member harmless forthe business conducted by Purchaser arising out of, from and against any and all Losses incurred by such Seller Group Member arising from or relating to, directly actions or indirectly: 9.2.1 any breach by omissions of Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under after the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan Closing; and (ii) any withdrawal liability assessed against Seller untrue representation, breach of warranty or non-fulfillment of any covenant contained herein, in each case of Purchaser contained in this Agreement, even though any such representation, warranty or covenant may have been made by the Multiemployer Plan Purchaser in good faith. (c) Notwithstanding the preceding provisions concerning indemnification by Purchaser, the StarTime Indemnitees hereby expressly agree that the liabilities and obligations of Purchaser under this Section 4.2.4 shall be expressly limited as a result follows: (1) the amount of any damages asserted by the StarTime Indemnitees pursuant to any indemnification claim made pursuant to this Section 4.2.4 shall include the amount of tax liability, if any, incurred by the StarTime Indemnitees upon receipt of such indemnification and be limited in each case to the total amount of actual damages incurred by the StarTime Indemnitees net of the transactions contemplated by then present value (calculated at 6% per annum) of any related tax benefit to the StarTime Indemnitees, if any, resulting from such claim; and (2) Purchaser shall not be required to defend, indemnify, reimburse or hold the StarTime Indemnitees harmless from any claim except to the extent that the total of all such claims established pursuant to this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation Section 4.2.4, Section 4.2.4 of the Newsprint Assets Property Purchase Agreement and Section 4.2.4 of the Put Agreement exceeds an aggregate amount of $25,000. (d) Purchaser shall be so obligated under this Section 4.2.4 and Section 4.2.4 of the Property Purchase Agreement and Section 4.2.4 of the Put Agreement to the extent of an aggregate maximum of $3,700,000; provided, that the maximum aggregate amount to be recovered by all StarTime Indemnitees from Purchaser and Silver Cinemas collectively shall not exceed $3,700,000 and, provided further, that any amounts paid by Purchaser or Silver Cinemas pursuant to Section 4.2.4 of the Newsprint Business on Property Purchase Agreement or Section 4.2.4 of the Put Agreement shall be applied towards such $3,700,000 limitation. (e) In the event any Person not a party to this Agreement shall make a demand or claim, or file any lawsuit, which demand, claim or lawsuit is likely to result in any of the forms of liability or Loss described in this Section 4.2.4, then after prompt written notice by any StarTime Indemnitee to Purchaser of such demand, claim or lawsuit, the Closing Date except liabilities Purchaser shall retain counsel reasonably satisfactory to the StarTime Indemnitees to defend such claim or action. Thereafter, any StarTime Indemnitee shall be permitted to participate in such defense at their own expense. In the event Purchaser fails to respond to the prompt written notice of any such demand, claim or lawsuit, or fails to retain reasonably satisfactory counsel, then any StarTime Indemnitee shall be permitted to retain counsel and to conduct the defense of such demand, claim or lawsuit as they may reasonably deem fit at the expense of Purchaser. The above agreement of Purchaser to defend, indemnify and hold harmless the StarTime Indemnitees, shall include the cost and expense of such counsel and defense as well as any Loss any StarTime Indemnitee may suffer arising out of such demand, claim or lawsuit subject to the limitation set forth above. For the purposes of this Section 4.2.4, "prompt written notice" shall mean that any StarTime Indemnitee, shall give written notice to Purchaser of a demand, claim or lawsuit within thirty (30) days after such demand, claim or lawsuit is brought to the attention of a StarTime Indemnitee, and in any event 15 days before any pleading is due in any litigation. (f) These indemnification obligations of Purchaser shall survive until, but only until, the first anniversary of the Closing; provided, that the obligations of Purchaser for which Purchaser is indemnified hereunder or Seller has otherwise agreed any claim made by the Corporation under this Section 4.2.4 prior to pay under such first anniversary shall survive such first anniversary. (g) Notwithstanding the foregoing, this Section 4.2.4 shall not apply to Purchaser's failure to deliver the Purchase Price in accordance with the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Agreement.

Indemnification by Purchaser. 6.2.1. From and after the Closing, and subject to the terms of this ARTICLE 6, the Purchaser agrees to (the “Purchaser Indemnifying Party” and together with Sellers’ Indemnifying Party, the “Indemnifying Parties”, and each, an “Indemnifying Party”), shall indemnify and to hold harmless the Sellers, their Affiliates and their respective successors and assigns, and each Seller Group Member harmless forof their respective managers, from members, directors, officers, employees, shareholders, representatives and agents and other persons who control or are controlled by the Sellers, as the case may be (each a “Sellers Indemnified Party” and together with the Purchaser Indemnified Party, the “Indemnified Parties”, and each, an “Indemnified Party”), against any and in respect of all Losses incurred Losses, by such Seller Group Member arising from or relating to, directly or indirectlyreason of any: 9.2.1 any breach by Purchaser (a) Breach of any of its representations, warranties, the representation or warranties of Purchaser as set forth in ARTICLE 5; and (b) Breach of any of the covenants, obligations or agreements of Purchaser under this Agreement. 6.2.2. The obligation of each of the Purchaser to indemnify the Sellers Indemnified Parties for Losses pursuant to Section 6.2.1, is subject to the following limitations: (a) The indemnification of any Losses suffered by any breach or inaccuracy of the Purchaser’s Fundamental Representations shall be limited to the amounts received by the Sellers as Purchase Price. Except as otherwise stated in this Agreement, any other representations granted by the Purchaser shall be limited to an amount equivalent to seventeen point five percent (17.5%) of the amounts paid as Purchase Price (i.e. $8,497,518.23). For purposes of calculation of the amounts provided herein, withholdings or deductions applied to the Purchase Price as provided in this Agreement or shall not be applicable. (b) Purchaser shall not be required to provide indemnification to any Seller Indemnified Party unless the amount of Losses incurred by the Seller Indemnified Parties in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation respect of or related all claims against Purchaser for indemnification hereunder pursuant to ApacheSection 6.2.1, except liabilities for exceeds the aggregate amount of $200,000, at which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under point the terms full amount of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under Losses shall be recoverable from the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result first Dollar. None of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as limitations set forth in Section 2.3.76.2.2(a) or Section 6.2.2(b) above will apply in case of fraud or willful misconduct.

Indemnification by Purchaser. Subject to the limitations set forth in this Article XII, from and after the Closing Purchaser agrees to indemnify will (and to will cause the Company, jointly and severally with Purchaser, to) indemnify, defend and hold each harmless Seller, its Subsidiaries and their respective officers, directors and employees (collectively, the “Seller Group Member harmless for, Indemnified Parties”) (a) from and against any Covered Losses incurred by any such Seller Indemnified Party resulting from or arising out of any inaccuracy in any representation or warranty of Purchaser contained in this Agreement or the certificate provided by Purchaser pursuant to Section 10.03(c); (b) from and all against any Covered Losses incurred by any such Seller Indemnified Party resulting from or arising out of any failure by Purchaser to comply with any covenant or agreement made by Purchaser in this Agreement; and (c) from and against any Covered Losses incurred by such Seller Group Member arising Indemnified Party resulting from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of Loss Sharing Claims to the extent necessary so that Purchaser (and the other Purchaser Indemnified Parties) shall bear, whether directly or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 through the indemnification provided in this Section 12.03(c), (i) any liability incurred by Seller first, twenty percent (20%) of each claim in respect of such Covered Losses until the amount paid pursuant to its being secondarily liable this Section 12.03(c) is equal to twenty percent (20%) of the Shared Loss Cap, (ii) second, eighty percent (80%) of any such Covered Losses until the amount paid pursuant to this Section 12.03(c) is equal to the Shared Loss Cap and (iii) thereafter one hundred percent (100%) of any such Covered Losses in excess of the Shared Loss Cap. ● The following shall be deemed payments by Purchaser pursuant to Section 12.03(c) for withdrawal liability under purposes of the Multiemployer Plan Shared Loss Cap: (i) twenty percent (20%) of any Pre-Closing Loss Sharing Claim Payments and Loss Sharing Reserves (for the portion, if any, of the aggregate Pre-Closing Loss Sharing Claim Payments and Loss Sharing Reserves that are less than fifty percent (50%) of the Purchase Price Cap) and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result eighty percent (80%) of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any PostPre-Closing Period; 9.2.7 all liabilities arising from Loss Sharing Claim Payments and Loss Sharing Reserves (for the operation portion, if any, of the Newsprint Assets or aggregate Pre-Closing Loss Sharing Claim Payments and Loss Sharing Reserves that are less than one hundred percent (100%) of the Newsprint Business on or after Purchase Price Cap). In the Closing Date except liabilities event that a Covered Loss would be eligible for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay indemnity under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of either Section 5.12(a12.03(a) or (B) with respect to any matter described in Section 9.1.212.03(c), to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in such Covered Loss shall be recoverable only under Section 2.3.712.03(a).

Indemnification by Purchaser. (a) Subject to the provisions of this Article X, if the Closing shall occur, Purchaser agrees to indemnify shall indemnify, defend and to hold harmless, Seller, its Affiliates and each of their respective directors, officers and employees (collectively, the “Seller Group Member harmless Indemnified Parties”) against, and reimburse any Seller Indemnified Party for, from and against any and all Losses incurred by that such Seller Group Member arising from Indemnified Party may suffer or relating incur, or become subject to, directly as a result of: (i) the breach of any representations or indirectly: 9.2.1 any breach warranties made by Purchaser of contained in this Agreement, (ii) the breach or failure by Purchaser to perform, or cause to be performed, any of its representations, warranties, covenants, obligations or other agreements contained in this Agreement which are to be performed after the Closing, (iii) any Assumed Liabilities or in (iv) the Transfer Taxes allocated to Purchaser under Section 7.3. (b) Notwithstanding any other Operative Agreement;provision to the contrary: 9.2.2 (i) Purchaser shall not be required to indemnify, defend or hold harmless any Assumed Obligation; 9.2.3 Seller Indemnified Party against, or reimburse any liability Seller Indemnified Party for, any Losses pursuant to Section 10.3(a)(i): (A) unless and until such claim or obligation series of related claims involves Losses in excess of the De Minimis Amount, and if such Losses do not exceed the De Minimis Amount, such Losses shall not be applied to or related to Apacheconsidered for purposes of calculating the aggregate amount of the Seller Indemnified Parties’ Losses under clause (B) of this Section 10.3(b)(i); and (B) until the aggregate amount of the Seller Indemnified Parties’ Losses under Section 10.3(a)(i) exceeds the Indemnity Deductible, except liabilities for after which Purchaser is indemnified hereunder or shall be obligated only for Seller has Indemnified Parties’ Losses under Section 10.3(a)(i) in excess of the Indemnity Deductible, but only if such Losses are otherwise agreed indemnifiable hereunder; provided, however, that the limitations set forth in this Section 10.3(b)(i) shall not apply to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs indemnification for Losses arising out of or relating to resulting from any claim for COBRA continuation coverage by breach of any M&A Qualified BeneficiaryFundamental Representations of Purchaser; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result cumulative indemnification obligations of Purchaser under Section 10.3(a)(i) shall in no event exceed the transactions contemplated by this Agreement; 9.2.6 any Tax Claim Indemnity Cap; provided, however, that the Indemnity Cap shall not apply to indemnification for Losses arising out of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising resulting from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to breach of any sampling or testing conducted pursuant to the final sentence Fundamental Representations of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Purchaser.

Indemnification by Purchaser. (a) Subject to the limitations set forth in this Section 9, the Purchaser agrees to indemnify and to its respective representatives and Affiliates will indemnify, defend and hold each Seller Group Member harmless forthe Company and its respective Affiliates, from and representatives and Affiliates (each, a “Company Indemnified Person”), from, against and in respect of any and all Losses incurred or suffered by such Seller Group Member the Company Indemnified Persons or any of them as a result of, arising from out of or relating to, directly or indirectly: 9.2.1 (i) any breach of, or inaccuracy in, any representation or warranty made by Purchaser of in (A) this Agreement, (B) any of its representations, warranties, covenants, obligations Transaction Agreement executed by Purchaser or agreements in (C) any schedule or certificate delivered by Purchaser pursuant to this Agreement or in any other Operative Transaction Agreement; 9.2.2 (ii) any Assumed Obligation; 9.2.3 breach or violation of any liability covenant or agreement of Purchaser in (A) this Agreement, (B) any Transaction Agreement executed by Purchaser or (C) in any schedule or certificate delivered by Purchaser pursuant to this Agreement or any Transaction Agreement; provided, however, in no event shall the Purchaser and its respective representatives and Affiliates have any indemnification obligation to the Company Indemnified Persons arising out of or related to Apachethe breach of Section 1.4 by the Company caused by the Company’s management, except liabilities for which to the extent the acts or omissions underlying such breach are not approved by the Company’s Board of Directors; or (iii) any Taxes to be paid by Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under in connection with the terms of transactions contemplated herein as set forth in this Agreement or otherwise;Agreement. 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (b) (i) Purchaser will not have any liability incurred by Seller obligation to indemnify the Company Indemnified Persons pursuant to its being secondarily liable Section 9.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and to the extent the aggregate amount of all such Losses incurred or suffered by the Company Indemnified Persons exceeds an amount equal to the Threshold (at which point the Purchaser will be obligated to indemnify the Company Indemnified Persons from and against only such Losses which are in excess of $250,000), provided, that the foregoing limitation will not apply to (x) claims for withdrawal liability under indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in, the Multiemployer Plan Purchaser Fundamental Representations or (y) claims based upon Fraud; and (ii) any withdrawal the Purchaser’s aggregate liability assessed against Seller by in respect of claims for indemnification pursuant to Section 9.2 will not exceed, in the Multiemployer Plan as aggregate, an amount equal to $5,000,000; provided, that the foregoing limitation will not apply to claims which arise out of, or relate to, a result breach of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action Section 1.2 and/or 1.3 by Purchaser or its counselbased upon Fraud, environmental consultantswhich are capped, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to in the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to aggregate at the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Purchase Price.

Indemnification by Purchaser. Subject to the provisions of Article VII and Article VIII, from and after the Closing, Purchaser agrees to indemnify and to hold harmless Seller and its officers, directors and affiliates (the “Seller Indemnified Persons,” and together with the Purchaser Indemnified Persons, the “Indemnified Persons” and each Seller Group Member harmless foran “Indemnified Person”), from and against any and all Losses (other than Losses relating to Taxes, for which the indemnification provisions in Section 7.1 shall govern) incurred or suffered by such the Seller Group Member arising from Indemnified Persons, or relating toany of them, directly or indirectlyas a result of: 9.2.1 (i) the breach of any breach representation or warranty made by Purchaser in this Agreement (subject to survival of such representation or warranty pursuant to the terms of this Agreement); (ii) the breach of any of its representations, warranties, covenants, obligations covenant or agreements agreement made by Purchaser in this Agreement or in any other Operative AgreementTransaction Document (other than the Transition Services Agreement and the HQ Sublease); 9.2.2 (iii) any Assumed Obligation; 9.2.3 any liability or obligation liabilities of, obligations of or claims against Seller or any of its Subsidiaries related to Apacheor arising from the businesses or operations of any Acquired Company (whether relating to matters that occurred, except liabilities for which Purchaser is indemnified hereunder arose or Seller has otherwise agreed were asserted prior to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of Closing or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets matters that occur, arise or the Newsprint Business on or are asserted after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counselClosing), environmental consultantsincluding existing and future litigation and claims, investment bankers, financial sources, lenders, accountants non-recourse carve-out guarantees and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release guaranty obligations of Seller and its Affiliates Subsidiaries; provided, however, that Purchaser shall not be obligated to indemnify any Seller Indemnified Person for, and (as set forth in between Purchaser and the Seller Indemnified Parties) Seller and its Subsidiaries shall be responsible for, Losses of a Seller Indemnified Person that are the result of any (x) pending litigation or proceeding identified on Section 2.3.78.2(b) of the Disclosure Schedule or (y) fraud by Seller; (iv) the first $650,000 of Unpaid Met 10 Legal Expenses; or (v) fraud by Purchaser or any of its Subsidiaries.

Indemnification by Purchaser. (a) The sole remedy of the Indemnitors and their Related Parties (collectively, the "STARTIME INDEMNITEES") and any of their officers, directors, representatives, stockholders, lenders, assignees and Affiliates against Purchaser, SCI and their Related Parties for any Loss arising out of or related to this Agreement or the transactions contemplated hereby (it being understood that claims for indemnification by the StarTime Indemnitees or such other Persons under the (i) Asset Purchase Agreement shall be made, if at all, pursuant to Section 4.2.4 thereof and (ii) Put Agreement shall be made, if at all, pursuant to Section 4.2.4 thereof) shall be a claim for indemnity made and enforced in accordance with this Section 4.2.4. (b) Purchaser agrees shall defend, indemnify, reimburse, and hold harmless, the StarTime Indemnitees from: (i) all third party claims relating to indemnify and to hold each Seller Group Member harmless forthe business conducted by Purchaser arising out of, from and against any and all Losses incurred by such Seller Group Member arising from or relating to, directly actions or indirectly: 9.2.1 any breach by omissions of Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under after the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan Closing; and (ii) any withdrawal liability assessed against Seller untrue representation, breach of warranty or non-fulfillment of any covenant contained herein, in each case of Purchaser contained in this Agreement, even though any such representation, warranty or covenant may have been made by the Multiemployer Plan Purchaser in good faith. (c) Notwithstanding the preceding provisions concerning indemnification by Purchaser, the StarTime Indemnitees hereby expressly agree that the liabilities and obligations of Purchaser under this Section 4.2.4 shall be expressly limited as a result follows: (1) the amount of any damages asserted by the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) StarTime Indemnitees pursuant to any sampling or testing conducted indemnification claim made pursuant to this Section 4.2.4 shall include the final sentence amount of Section 5.12(atax liability, if any, incurred by the StarTime Indemnitees upon receipt of such indemnification and be limited in each case to the total amount of actual damages incurred by the StarTime Indemnitees net of the then present value (calculated at 6% per annum) of any related tax benefit to the StarTime Indemnitees, if any, resulting from such claim; and (2) Purchaser shall not be required to defend, indemnify, reimburse or (B) with respect to hold the StarTime Indemnitees harmless from any matter described in Section 9.1.2, claim except to the extent that Seller does the total of all such claims established pursuant to this Section 4.2.4, Section 4.2.4 of the Asset Purchase Agreement and Section 4.2.4 of the Put Agreement exceeds an aggregate amount of $25,000. (d) Purchaser shall be so obligated under this Section 4.2.4 and Section 4.2.4 of the Asset Purchase Agreement and Section 4.2.4 of the Put Agreement to the extent of an aggregate maximum of $3,700,000; provided, that the maximum aggregate amount to be recovered by all StarTime Indemnitees from Purchaser and SCI collectively shall not have an indemnity obligation exceed $3,700,000 and, provided further, that any amounts paid by Purchaser or SCI pursuant to Section 4.2.4 of the Asset Purchase Agreement shall be applied towards such $3,700,000 limitation. (e) In the event any Person not a party to this Agreement shall make a demand or claim, or file any lawsuit, which demand, claim or lawsuit is likely to result in any of the forms of liability or Loss described in this Section 4.2.4, then after prompt written notice by any StarTime Indemnitee to Purchaser hereunder; 9.2.9 of such demand, claim or lawsuit, the failure Purchaser shall retain counsel reasonably satisfactory to the StarTime Indemnitees to defend such claim or action. Thereafter, any StarTime Indemnitee shall be permitted to participate in such defense at their own expense. In the event Purchaser fails to respond to the prompt written notice of any such demand, claim or lawsuit, or fails to retain reasonably satisfactory counsel, then any StarTime Indemnitee shall be permitted to retain counsel and to conduct the defense of such demand, claim or lawsuit as they may reasonably deem fit at the expense of Purchaser. The above agreement of Purchaser to timely pay defend, indemnify and hold harmless the Termination Fee; and 9.2.10 StarTime Indemnitees, shall include the failure cost and expense of Purchaser such counsel and defense as well as any Loss any StarTime Indemnitee may suffer arising out of such demand, claim or lawsuit subject to obtain the unconditional and irrevocable release of Seller and its Affiliates as limitation set forth above. For the purposes of this Section 4.2.4, "prompt written notice" shall mean that any StarTime Indemnitee, shall give written notice to Purchaser of a demand, claim or lawsuit within thirty (30) days after such demand, claim or lawsuit is brought to the attention of a StarTime Indemnitee, and in Section 2.3.7any event 15 days before any pleading is due in any litigation.

Indemnification by Purchaser. (a) Subject to the provisions of this Article VIII, from and after the Closing Date, Purchaser agrees to shall indemnify and to hold each harmless Sellers, and their respective Affiliates (the "Seller Group Member harmless for, Indemnified Parties") from and against any and all Losses incurred Damages suffered by such Seller Group Member arising Indemnified Parties resulting from or relating to, directly or indirectly: 9.2.1 arising out of (i) any breach by Purchaser of any of its representations, warranties, covenants, obligations the representations or agreements warranties made by Purchaser in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to ApacheTransaction Document executed in connection herewith, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller breach or nonfulfillment of any covenants or agreements made by Purchaser herein or any document executed in connection herewith, notwithstanding when any such breach or nonfulfillment may occur, or (iii) any fraud or willful misconduct or intentional misrepresentations or omissions by Purchaser (a claim made by the Multiemployer Plan Seller Indemnified Parties pursuant to this Section 8.3(a) shall be a "Seller Claim"). (b) None of the Seller Indemnified Parties shall be entitled to assert any claim for indemnification pursuant to Section 8.3 after the dates provided in Section 8.1(b); provided, however, that if on or prior to such date a Notice of Claim shall have been given pursuant to Section 8.4 hereof for such indemnification, the Seller Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article VIII. (c) Except as set forth in the last sentence of this Section 8.3(c), Purchaser shall not have liability for indemnification pursuant to clause (i) of Section 8.3(a) for any individual Seller Claim that arises under clause (i) of Section 8.3(a) for which indemnification is provided hereunder unless the amount of all Seller Claims that arise under clause (i) of Section 8.3(a) exceed the Basket Amount. Once the amount of all Seller Claims arising under clause (i) of Section 8.3(a) exceeds the Basket Amount in the aggregate, Purchaser shall be responsible for the full amount of Seller Claims with respect to clause (i) of Section 8.3(a) including the Basket Amount. Notwithstanding the foregoing, the maximum aggregate liability of Purchaser for Seller Claims under clause (i) of Section 8.3(a), other than Purchaser Fundamental Representations, shall not exceed, in the aggregate, an amount equal to the Cap. The maximum aggregate liability of Purchaser for Seller Claims under clause (i) of Section 8.3(a), including Purchaser Fundamental Representations, shall not exceed, in the aggregate, an amount equal to the Cap. The limitation set forth in this Section 8.3(c) shall not apply to Purchaser's indemnification obligations with respect to any indemnifiable losses arising from fraud, willful misconduct or intentional misrepresentations on the part of Purchaser. (d) All claims for indemnification by the Seller Indemnified Parties shall be net of any insurance proceeds actually received as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities matter for which Purchaser indemnification is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7claimed.

Indemnification by Purchaser. (a) Subject to the provisions of this Article X, effective as of and after the Closing, Purchaser agrees to indemnify shall, and to shall cause the Company to, indemnify, defend and hold each Seller Group Member harmless Parent and its Affiliates (collectively, the “Parent Indemnified Parties”) from and against, and shall reimburse the Parent Indemnified Parties for, from and against any and all Losses incurred or suffered by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representationsthe Parent Indemnified Parties, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs extent arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 resulting from (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under breach of any representation or warranty of Purchaser and/or the Multiemployer Plan Purchaser Guarantor, at and as of the Closing Date as though made at and as of such time (unless made as of a specific date, in which case at and as of such date), contained in Article IV or Section 11.16, (ii) any withdrawal liability assessed breach or non-performance of any covenant or agreement of Purchaser and/or the Purchaser Guarantor contained in this Agreement and (iii) any Third Party Claims against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller Parent Indemnified Party with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the ownership or operation of the Newsprint Assets or Business and the Newsprint Business on or Company (other than in connection with the Retained Interest after the Closing Date Closing). (b) Notwithstanding anything to the contrary herein, (i) except liabilities with respect to claims for indemnification pursuant to Section 10.3(a)(i) for any inaccuracy in or breach of any Purchaser Fundamental Representation (which Purchaser is indemnified hereunder or Seller has otherwise agreed shall not be subject to pay the Deductible), the Parent Indemnified Parties shall not be entitled to indemnification for any claim under Section 10.3(a)(i) unless and until the terms aggregate amount of this Agreement or otherwiseindemnifiable Losses thereunder exceeds an amount equal to KRW 17,202,150,000 (the “Deductible”), in which case the Parent Indemnified Parties shall be entitled to indemnification for all Losses from the first dollar; 9.2.8 (ii) the cumulative indemnification obligations of Purchaser under Section 10.3(a)(i) and Section 10.3(a)(ii) shall in no event exceed the Overall Cap; and (iii) any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted amounts payable pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure indemnification obligations of Purchaser under Section 10.3(a)(i) and Section 10.3(a)(ii) shall be paid by Purchaser (and not the Company) to timely pay the Termination Fee; and 9.2.10 the failure Parent by wire transfer of Purchaser immediately available funds to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth an account or accounts designated in Section 2.3.7writing by Parent.

Indemnification by Purchaser. On and after the Closing Date, Purchaser agrees to shall defend, indemnify and to hold each Seller Group Member harmless Sellers and their Affiliates, officers, employees, agents, successors and assigns (Sellers and such other Persons, collectively "Sellers Indemnified Persons") and shall reimburse Sellers Indemnified Persons for, from and against any and all Losses imposed on or incurred by such Seller Group Member arising from or relating toSellers Indemnified Persons, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warrantiesrelating to, covenants, obligations resulting from or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred breach of any representation or warranty made by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and Purchaser in this Agreement in any respect, whether or not Sellers Indemnified Persons relied thereon or had knowledge thereof, or (ii) any withdrawal liability assessed against Seller breach or nonfulfillment of any covenant, agreement or other obligation of Purchaser under this Agreement or any certificate or other document delivered or to be delivered pursuant hereto, or (iii) relating to, resulting from or arising out of any Assumed Liability for any period ending after the Closing; or (iv) the operation of the Web Business or the use or ownership of the Assets from and after the Closing. Notwithstanding the foregoing, (a) the Purchaser shall have no obligation to indemnify or hold harmless the Sellers except to the extent that the aggregate amount of Losses incurred by the Multiemployer Plan Sellers exceeds $100,000; provided, however, that this limitation shall not apply to Purchaser's obligation and pay when due the Assumed Liabilities; and (b) the Purchasers shall have no obligation to make indemnification payments hereunder that exceed in the aggregate (i) the amount determined in subsection 7.1(b) above plus (ii) the amount of the Assumed Liabilities. In determining the foregoing thresholds and in otherwise determining the amount of any Losses for which the Sellers are entitled to assert a claim for indemnification, the amount of any such Losses shall be determined after deducting therefrom the amount of any insurance proceeds or other third party recoveries received by the Sellers in respect of such Losses. The amount of Losses shall also take into account tax costs and benefits to the Sellers as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant matters giving rise to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Losses.

Indemnification by Purchaser. 9.3.1 Subject to the terms and conditions of this Article IX, the Purchaser agrees to indemnify will indemnify, defend, and to hold each Seller Group Member harmless for, from and the Equityholders (the “Equityholder Indemnified Parties”) against any and all Losses Damages resulting or arising from: (a) any breach (or any claim by any third party which, if true, would constitute a breach) of any representation or warranty made by the Purchaser in this Agreement; and (b) any breach (or any claim by any third party which, if true, would constitute a breach) of any covenant or agreement made or to be performed by the Purchaser following the Closing pursuant to this Agreement. 9.3.2 The Equityholder Indemnified Parties shall have no right to make any claim pursuant to Section 9.3.1(a) or Section 9.3.1(b) with respect to a breach of a representation, warranty or covenant following the applicable Survival Date of such representation, warranty or covenant, unless on or before such Survival Date, the Equityholders’ Representative notifies the Purchaser of such claim in compliance with Section 9.4 specifying the factual basis of the claim in reasonable detail to the extent then known by the Equityholders’ Representative. 9.3.3 The Equityholder Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.3.1(a) until the total amount of such Damages incurred by such Seller Group Member arising from or relating tothe Equityholder Indemnified Parties under Section 9.3.1(a), directly or indirectly: 9.2.1 any in the aggregate, exceeds the Deductible, in which case the Equityholder Indemnified Parties will be entitled to recover Damages in excess of the Deductible; provided, however, the Deductible shall not apply to a breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement the Fundamental Reps or in any other Operative Agreement;the case of Fraud. 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related 9.3.4 The maximum amount to Apache, except liabilities which the Equityholder Indemnified Parties shall be entitled to indemnification for which Purchaser is indemnified hereunder or Seller has otherwise agreed Damages pursuant to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 Section 9.3.1(a) shall be (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan Standard Indemnification Cap except breaches involving Fundamental Reps and (ii) any withdrawal the Overall Indemnification Cap for breaches involving Fundamental Reps; provided, however, neither the Standard Indemnification Cap nor the Overall Indemnification Cap shall limit the liability assessed against Seller of Purchaser for (i) Damages incurred by the Multiemployer Plan an Equityholder Indemnified Party as a result of the transactions contemplated Fraud committed by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation Purchaser; or (ii) a breach of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed covenant to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates Transaction Consideration as set forth in Section 2.3.7this Agreement.

Indemnification by Purchaser. Purchaser agrees to indemnify indemnify, defend and to hold each Seller Group Member harmless for, Sellers after the Closing from and against any and all Losses incurred by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs Adverse Consequences arising out of or relating resulting from: (a) any misrepresentation or breach as of the date hereof of any representation or warranty of Purchaser contained in this Agreement (each a "Seller Warranty Claim"); provided, however, that the Sellers' rights to any claim indemnification for COBRA continuation coverage by any M&A Qualified Beneficiary;Seller Warranty Claims shall be subject to the following limitations: 9.2.5 (i) such Seller Warranty Claims shall expire fifteen (15) months following the date hereof; provided, that if at the stated expiration of any liability incurred indemnification obligation there shall then be pending any indemnification claim by a Seller, said Seller pursuant shall then continue to its being secondarily liable for withdrawal liability under have the Multiemployer Plan and right to such indemnification with respect to such claim notwithstanding such expiration; (ii) Purchaser's maximum aggregate liability to Sellers for indemnification shall not exceed the Outstanding Preferred Stock Balance; and (iii) Sellers shall not be entitled to indemnification for Seller Warranty Claims unless and until the aggregate Adverse Consequences suffered by Sellers exceeds $50,000, whereupon Sellers shall be entitled to indemnification hereunder from Purchaser for all Adverse Consequences suffered by Sellers in excess of such threshold amount. (b) the failure by Purchaser to perform any withdrawal liability assessed against Seller of its covenants or obligations under Sections 2.3, 5.1, 5.2, 5.4, 5.6, 5.7, 5.9, 5.10, 5.11, 5.12, 5.13, 7.1, 7.2 and 7.7; (c) the operation of the Business after October 1, 1996 (except for or with respect to any Adverse Consequences for which any Purchaser Indemnified Person is entitled to indemnification hereunder or under the Preferred Stock Purchase Agreement, without regard to any of the limitations set forth in Sections 8.1 or 8.4); or (d) any brokers' commissions, finders' fees or other like payments incurred or alleged to have been incurred by Purchaser in connection with the Multiemployer Plan as a result sale of the Shares or the consummation of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7.

Indemnification by Purchaser. (a) From and after the Closing Date, subject to the other provisions of this Article 9, Purchaser agrees to indemnify the Sellers and the Optionholders and their Affiliates, and each of their respective managers, officers, directors, employees, agents, representatives, successors and assigns (collectively, the “Indemnified Seller Entities”) and to hold each Seller Group Member of them harmless for, from and against against, any and all Losses suffered, paid or incurred by any such Indemnified Seller Group Member Entity (whether directly, pursuant to a Claim by a Third Party or otherwise) (i) arising from out of or relating to, directly or indirectly: 9.2.1 related to any breach by Purchaser of any of its representationsthe representations and warranties made by Purchaser or Dynegy in Article 5, warranties, covenants, obligations (ii) arising out of or related to any breach of any of the covenants or agreements of Purchaser or Dynegy contained in this Agreement or (iii) in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation respect of or related to Apache, except liabilities Transfer Taxes for which Purchaser is indemnified hereunder responsible pursuant to Section 6.03(c). For purposes of Section 9.02(a)(i), whether any representation or Seller warranty has otherwise agreed to pay under been breached, and the terms determination and calculation of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating Losses resulting from such breach, shall be determined without giving effect to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary;qualification as to “materiality” (including the words “material” or “material adverse effect”). 9.2.5 (b) Notwithstanding anything to the contrary contained in this Section 9.02, the Indemnified Seller Entities shall be entitled to indemnification: (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described claim for indemnification pursuant to Section 9.02(a)(i) (other than the Fundamental Representations made by Purchaser or Dynegy), only if the aggregate of (A) Losses to all Indemnified Seller Entities with respect to all such claims and (B) “Losses” to all “Indemnified Seller Entities” (each as defined in the Xxxxxxx Point Agreement) with respect to claims pursuant to Section 9.1.29.02(a)(i) of the Xxxxxxx Point Agreement exceeds the Deductible, whereupon (subject to the provisions of clauses (ii) and (iii) below) Purchaser shall be obligated to pay in full all such amounts but only to the extent that Seller does not have an indemnity obligation to Purchaser hereundersuch aggregate Losses and “Losses” as defined in the Xxxxxxx Point Agreement are in excess of the amount of the Deductible; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7.

Indemnification by Purchaser. (a) From and after the Closing, Purchaser agrees to and the Company, jointly and severally, shall indemnify Seller and to its affiliates and each of their respective former, current, or future officers, directors, employees, stockholders, agents and representatives (the “Seller Indemnitees”) against and hold each Seller Group Member them harmless for, from and against any and all Losses Loss suffered or incurred by such Seller Group Member Indemnitee to the extent arising from from, relating to or relating to, directly or indirectlyotherwise in respect of: 9.2.1 (i) any breach by Purchaser as of the Closing Date of any representation or warranty of its representations, warranties, covenants, obligations or agreements Purchaser contained in this Agreement or in any other Operative certificate delivered pursuant hereto; and (ii) any breach of any covenant or agreement of Purchaser (or, after the Closing, the Company) contained in this Agreement;. 9.2.2 (b) Purchaser and the Company shall not be required to indemnify any Assumed Obligation;Seller Indemnitee, and shall not have any liability, under Section 8.02(a)(i) of this Article VIII in respect of a breach of the Purchaser’s representations and warranties in Article IV: 9.2.3 any liability or obligation (i) unless the aggregate of or related to Apache, except liabilities all Losses for which Purchaser is indemnified hereunder or Seller has otherwise agreed and the Company would, but for this clause (i), be liable thereunder exceeds the Deductible, and then only to pay under the terms extent of any such excess; provided, however, that this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating clause (i) shall not apply to any claim for COBRA continuation coverage by indemnification arising out of a breach or alleged breach of any M&A Qualified BeneficiaryPurchaser representation or warranty which is a Fundamental Representation; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result in excess of the transactions contemplated by Cap provided that this Agreement;clause (ii) shall not be applicable with regards to claims of, or causes of action arising from, Fraud or to any claim for indemnification arising out of a breach or alleged breach of any Purchaser representation or warranty which is a Fundamental Representation. 9.2.6 any Tax Claim of Seller (c) In no event shall Purchaser’s aggregate indemnification obligation for Losses pursuant to this Article VIII or amounts under Section 9.05(d) (including with respect to any Post-Closing Period; 9.2.7 all liabilities breach of any Fundamental Representation), taken together, exceed the Final Purchase Price (other than claims of, or causes of action arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counselfrom, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Fraud).

Indemnification by Purchaser. From and after the Closing, Purchaser agrees to shall defend, indemnify and to hold harmless each Seller Group Member harmless forParty, each Seller Party’s Affiliates and their respective employees, agents, officers, directors, shareholders and their respective Affiliates (collectively, the “Seller Indemnitees”), from and against against, and shall compensate and reimburse each Seller Indemnitee for, any and all Losses suffered or incurred by such any Seller Group Member Indemnitee to the extent arising from or relating to, directly or indirectlyto any of the following: 9.2.1 any (a) the breach by Purchaser of any representation or warranty of its representationsPurchaser contained in ARTICLE VII or any Ancillary Agreement other than the Transfer Agreement, warrantieswhich is separately addressed in Section 10.02(h) below; (b) the breach of or failure to comply with any agreement, covenants, obligations covenant or agreements in obligation of Purchaser under this Agreement or any Ancillary Agreement other than the Transfer Agreement, which is separately addressed in any other Operative AgreementSection 10.02(i) below; 9.2.2 (c) any Assumed ObligationLiability; 9.2.3 (d) any liability or obligation of or related to Apache, except liabilities Taxes for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay liable under the terms of this Agreement or otherwiseSection 9.02; 9.2.4 (e) any and all liability and defense costs arising out Transaction Fees payable by Purchaser; (f) any claims brought by any current or terminated employee, consultant or independent contractor of Purchaser or its Affiliates; (g) any lien upon the Escrow Fund or setoff against the Escrow Fund relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiaryunpaid fees or non-reimbursed expenses of the Escrow Agent; 9.2.5 (h) any breach of any representation or warranty of Purchaser or its Affiliates, successors or assigns contained in (i) the Transfer Agreement other than with respect to Paragraph 3.3 of such Transfer Agreement or (ii) the License Agreement (which, for purposes of this Section 10.02(h) only, shall have the meaning ascribed to such term in the Transfer Agreement), other than with respect to Section 4.1 of such License Agreement; or (i) any liability incurred by Seller breach of or failure to comply with any agreement, covenant or obligation of Purchaser or its Affiliates, successors or assigns under or pursuant to its being secondarily liable for withdrawal liability under (i) the Multiemployer Plan and Transfer Agreement other than with respect to Paragraph 3.3 of such Transfer Agreement or (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result License Agreement (which, for purposes of this Section 10.02(i) only, shall have the transactions contemplated by this meaning ascribed to such term in the Transfer Agreement; 9.2.6 any Tax Claim of Seller ), other than with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation Section 4.1 of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7such License Agreement.

Indemnification by Purchaser. Purchaser agrees (a) Subject to indemnify and to hold each Seller Group Member harmless forthe limitations in paragraph (b) of this Section 9.4, from and against after the Closing Date, Purchaser shall indemnify and hold harmless Seller's Indemnified Persons from any and all Losses directly or indirectly incurred by such Seller Group Member arising or sought to be imposed upon them; (i) resulting from or relating to, directly or indirectly: 9.2.1 arising out of any breach by Purchaser of any of its representationsthe representations or warranties made by Purchaser, warranties, covenants, obligations in or agreements in pursuant to this Agreement or in any other Operative Agreementagreement, document or instrument executed and delivered pursuant hereto or in connection with the Closing; 9.2.2 any Assumed Obligation; 9.2.3 any liability (ii) resulting from or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of any breach of any covenant or relating agreement made by Purchaser in or pursuant to this Agreement including but not limited to any claim for COBRA continuation coverage failure to pay or otherwise discharge any of the Assumed Liabilities; or (iii) resulting from the conduct of the Business by any M&A Qualified Beneficiary;Purchaser after Closing, subject to Purchaser's right to seek indemnification under Section 9.3(c). 9.2.5 (b) The right to indemnification under paragraph (a) of this Section 9.4 is subject to the following limitations: (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal Purchaser shall have no liability under paragraphs (a) unless a Seller's Indemnified Person gives written notice to Purchaser asserting a claim for Losses, including reasonably detailed facts and circumstances pertaining thereto, before the Multiemployer Plan and expiration of the period set forth below: (A) for claims under clause (i) of paragraph (a) above, a period of three (3) years from the Closing Date to the third anniversary of the Closing Date. (B) for claims under clauses (ii) and (iii) of paragraph (a) or under claim (v) above, for so long as any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller claim may be made with respect to thereto under any Post-Closing Period;applicable statute of limitations. 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities (ii) Indemnification for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay claims under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action paragraph (a)(i) shall be payable by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants only if and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does the aggregate amount of all Losses hereunder by the Seller's Indemnified Persons shall exceed the Basket, whereupon Purchaser shall be responsible for paying all such amounts in excess of the Basket for indemnification. (c) The limitations on the period of survival in this Section 9.4 shall not have an indemnity obligation apply to any covenant or undertaking contained in this Agreement (or in any agreement or instrument delivered pursuant hereto) which is to be performed by Purchaser hereunder; 9.2.9 following the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Closing.

Indemnification by Purchaser. Subject to the limitations set forth in this Article X, from and after the Closing Purchaser agrees to indemnify shall indemnify, defend and to hold each harmless the Sellers, their Affiliates and their (and their Affiliates’) respective officers, directors, employees and agents (collectively, the “Seller Group Member harmless for, Indemnified Parties”) from and against any and all Covered Losses incurred by such Seller Group Member Indemnified Party as a result of or arising from or relating to, directly or indirectlyout of: 9.2.1 (a) any breach by Purchaser or inaccuracy of any representation or warranty of its representations, warranties, covenants, obligations or agreements Purchaser contained in Article V of this Agreement or in any other Operative Agreementthe certificates provided by Purchaser pursuant to Section 8.03(a) and Section 8.03(b); 9.2.2 (b) any Assumed Obligation; 9.2.3 any liability or obligation of or related failure by Purchaser to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) comply with any liability incurred covenant or agreement in this Agreement which is to be performed by Seller pursuant to its being secondarily liable for withdrawal liability under Purchaser before the Multiemployer Plan Closing and (ii) comply with any withdrawal liability assessed against covenant or agreement in this Agreement which is to be performed by Purchaser after the Closing; (c) any Loss Sharing Claims to the extent necessary so that Purchaser (and the other Purchaser Indemnified Parties) shall bear, whether directly or through the indemnification provided in this Section 10.3(c), (i) first, twenty-five percent (25%) of any such Covered Loss Sharing Losses until the aggregate amount paid by Sellers (and the other Seller by Indemnified Parties) pursuant to Section 10.02(c) and Purchaser (and the Multiemployer Plan as a result other Purchaser Indemnified Parties) pursuant to this Section 10.03(c) is equal to fifty percent (50%) of the transactions contemplated Shared Loss Cap, (ii) second, seventy-five percent (75%) of any such Covered Loss Sharing Losses until the aggregate amount paid by Sellers (and the other Seller Indemnified Parties) pursuant to Section 10.02(c) and Purchaser (and the other Purchaser Indemnified Parties) pursuant to this Agreement; 9.2.6 Section 10.03(c) is equal to the Shared Loss Cap and (iii) thereafter one hundred percent (100%) of any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation such Covered Loss Sharing Losses in excess of the Newsprint Assets Shared Loss Cap; and (d) any claim or the Newsprint Business Action brought against either Seller or any Seller Indemnified Party at any time on or after the Closing Date except liabilities for relating to actions taken by Purchaser after the Closing (other than any Action the underlying facts and circumstances of which would otherwise entitle any Purchaser is indemnified hereunder Indemnified Party to indemnification pursuant to this Article X), including any claim or Seller has otherwise agreed to pay under Action resulting from or arising out of any act or omission in actual or alleged breach or violation of any Law, Permit, Order or Contract by Purchaser or any of its Affiliates, in each case following the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action Closing in connection with the performance by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling Affiliates of its obligations under the Servicing Agreements or testing conducted pursuant to Subservicing Agreements. In the final sentence of event that a Covered Loss would be eligible for indemnity under either Section 5.12(a10.03(a) or (B) with respect to any matter described in 10.03(c), such Covered Loss shall be recoverable only under Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.710.03(c).

Indemnification by Purchaser. Except as otherwise provided in this Article VI, Purchaser unconditionally, absolutely and irrevocably agrees to and shall defend, indemnify and hold harmless Seller and each of Seller’s Affiliates, employees, counsel, agents, contractors, successors, assigns, heirs and legal and personal representatives (collectively referred to hold each as the “Seller Group Member harmless Indemnitees”) from and against, and shall reimburse the Seller Indemnitees for, from each and against any and all Losses every Loss paid, imposed on or incurred by such the Seller Group Member arising from or relating toIndemnitees, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warrantiesrelating to, covenants, obligations resulting from or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred inaccuracy in any representation or warranty of Purchaser 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 pursuant to its being secondarily liable for withdrawal liability Indemnitees relied thereon or had Knowledge thereof, or any breach or nonfulfillment of any covenant, agreement or other obligation of Purchaser under the Multiemployer Plan and this Agreement or any agreement or document delivered by Purchaser under this Agreement, (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of Assumed Obligations, and (iii) the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from Acquired Membership Interests, the operation of the Newsprint Assets Transferred Companies or the Newsprint Business on Gathering Companies (whether relating to periods of time before or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (ADate) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent such Loss was not properly asserted by Purchaser under Section 6.3 by the dated specified in Section 6.1. 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 diligently commence resolution of such matters and shall diligently and timely prosecute such resolution to completion. If Purchaser, within 10 days after notice, fails to diligently commence resolution of such matters, the Seller Indemnitees shall have the right to undertake the resolution of such matters at the expense of the Purchaser. With respect to those claims that Seller does not have an indemnity obligation to may be satisfied by payment of a liquidated sum of money, Purchaser hereunder; 9.2.9 the failure of Purchaser to timely shall pay the Termination Fee; and 9.2.10 amount so claimed to the failure 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 undisputed part of such liability, and Purchaser and Seller shall have 30 days to obtain resolve any remaining dispute. If any proceeding is commenced between Purchaser and any Seller Indemnitee, the unconditional prevailing party in such proceeding shall be entitled to recover all reasonable costs and irrevocable release 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 Section 6.4, the provisions of Seller and its Affiliates as set forth in Section 2.3.76.5 shall control.

Indemnification by Purchaser. Subject to Article VII hereof, Purchaser agrees hereby agrees, on behalf of itself and each of its Affiliates, to indemnify indemnify, defend, save and to hold each Seller Group Member and its officers, directors, employees, stockholders and Affiliates (the “Seller Indemnified Parties”) harmless for, from and against any and all Losses incurred or sustained by such Seller Group Member arising which shall arise out of or result from or relating to, directly or indirectly: 9.2.1 (a) any breach of any representation or warranty of Purchaser in this Agreement, (b) the failure by Purchaser to perform any covenant or agreement of any of its representations, warranties, covenants, obligations or agreements Purchaser in this Agreement or (other than the covenants contained in Article VII as to which Article VII shall govern), and (c) following Closing any other Operative Agreement; 9.2.2 amounts paid by Seller in respect of any Assumed Obligation; 9.2.3 any liability or obligation guarantee by Seller of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage obligations owed by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result member of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller Subject Company Group (other than with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation Indebtedness (excluding capital lease obligations, factored accounts receivable and accounts receivable that have otherwise been assigned to any party providing financing to any member of the Newsprint Assets Subject Company Group)) that survives the Closing, including the guarantees listed on Schedule 11.4 hereto, in each case after offset by any related insurance proceeds or other recovery and any reduction of Taxes realized on account of such Losses. Notwithstanding the Newsprint Business on or after foregoing, if there is an applicable survival period pursuant to Section 11.1 above, no indemnification under this Section 11.4 shall be made unless a claim therefor is made by notice to Purchaser within the Closing Date except liabilities applicable time period specified in Section 11.1 hereof. Furthermore, in order to constitute a Loss for which Purchaser is indemnified hereunder or the Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) Indemnified Parties are entitled pursuant to any sampling or testing conducted clause (a) above, each claim for which Seller Indemnified Parties are entitled to indemnification pursuant to the final sentence clause (a) hereof must individually have a value of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7at least $75,000.

Indemnification by Purchaser. (a) Subject to the terms and conditions of this Article XI, Purchaser agrees to indemnify indemnify, defend and hold harmless each Sellers, their respective stockholders, officers, directors, employees and attorneys, all subsidiaries and Affiliates of Sellers, and their respective officers, directors, employees and attorneys of such entities (all such Persons and entities being collectively referred to hold each as the “Seller Group Member harmless forGroup”) from, from against, for and against in respect of any and all Losses incurred by such Seller Group Member arising from or asserted against, relating to, directly imposed upon or indirectly:incurred by each Seller and/or any other member of the Seller Group by reason of, resulting from, based upon or arising out of any of the following (collectively, “Seller Indemnifiable Losses”): 9.2.1 (i) the breach, inaccuracy, untruth or incompleteness of any representation or warranty of Purchaser contained in or made pursuant to this Agreement or any certificate or schedule delivered by Purchaser in connection herewith; (ii) the breach or violation of any covenant or agreement of Purchaser contained in or made pursuant to this Agreement; (iii) any of the Assumed Liabilities on and after the Closing Date; (iv) Purchaser’s share of any Transfer Taxes; or (v) any breach by Purchaser of this Article XI. (b) Purchaser shall not be required to indemnify Sellers and/or any other member of its representationsthe Seller Group for any Seller Indemnifiable Losses unless and only to the extent that the aggregate amount of all Seller Indemnifiable Losses for which one or more of the Seller Group seeks indemnification hereunder exceeds $75,000 (the “Seller Basket”), warrantiesin which event Purchaser shall be liable to indemnify the Seller Group for all Seller Indemnifiable Losses, covenantsexcluding Seller Indemnifiable Losses within the Seller Basket. Notwithstanding anything to the contrary herein, obligations except as set forth in Section 11.4(d), Purchaser’s obligation under this Article XI for Seller Indemnifiable Losses shall not exceed the Purchase Price. (c) The obligation of Purchaser to indemnify members of the Seller Group for any Seller Indemnifiable Losses is subject to the condition that Purchaser shall have received an Indemnification Claim for all Seller Indemnifiable Losses for which indemnity is sought on or agreements in this Agreement or before the first anniversary of the Closing Date. (d) The provisions of Sections 11.4(b) and (c) above shall not limit, in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or manner, Purchaser’s obligation to indemnify members of or related to Apache, except liabilities the Seller Group for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs Indemnifiable Losses arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 from (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under fraud, willful misconduct or intentional misrepresentation on the Multiemployer Plan and part of Purchaser, or (ii) Purchaser’s failure to perform and discharge all Assumed Liabilities on and after the Closing Date and pay any withdrawal liability assessed against amounts contemplated by Sections 2.6 and 12.6. (e) Purchaser shall not be liable for damages in excess of the actual damages suffered by a member of the Seller by the Multiemployer Plan Group as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets act, circumstance or the Newsprint Business on or after the Closing Date except liabilities condition for which Purchaser indemnification is indemnified hereunder or sought, net of any insurance proceeds received by the Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Group.

Indemnification by Purchaser. (a) From and after the Closing, subject to Sections 9.1, 9.3(b) and ‎9.5, Purchaser agrees to shall indemnify and to hold each harmless Sellers and their respective Affiliates, Representatives and successors and permitted assigns (collectively, the “Seller Group Member harmless for, Indemnified Parties”) from and against any and all Losses incurred by such any of the Seller Group Member Indemnified Parties based upon or arising from or relating to, directly or indirectlyfrom: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and breach of any representation or warranty of Purchaser contained in Article VI of this Agreement; (ii) any withdrawal liability assessed against Seller by breach of any covenant or agreement of Purchaser contained in this Agreement that occurs from and after the Multiemployer Plan as a result Closing; and (iii) (A) except for Liabilities in respect of Taxes imposed on any Acquired Company for which Sellers are indemnifying the transactions contemplated by this Agreement; 9.2.6 Purchaser Indemnified Parties pursuant to Section 9.2(a), Liability in respect of Taxes imposed on any Acquired Company for any Tax Claim of Seller period that begins after the Closing Date and, with respect to any Post-Closing Straddle Period; 9.2.7 all liabilities arising from , the operation portion of such Straddle Period beginning the Newsprint Assets or the Newsprint Business on or day after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel(as determined in accordance with Section 7.16(c)), environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) Taxes, if any, imposed on Sellers or any Acquired Company attributable to a recharacterization of the Estimated GP Nonwovens IP Value, the Final GP Nonwovens IP Value, the Estimated Buckeye Germany IP Value or the Final Buckeye Germany IP Value in connection with respect (I) GP Nonwovens entering into the GP Nonwovens IP Agreements with the German Company prior to any matter described Closing in Section 9.1.2exchange for a payment of cash or cash receivable equal to the Final GP Nonwovens IP Value and (II) Buckeye Germany entering into the Copyright Assignment Agreement with the German Company prior to Closing in exchange for a payment of cash or cash receivable equal to the Final Buckeye Germany IP Value, but only to the extent that Seller does not the aggregate amount of Taxes resulting from any such recharacterization plus any Taxes initially reported by the Sellers or any Acquired Company with respect to such transactions (as adjusted, if necessary, to reflect any such recharacterization) exceed the aggregate amount of Taxes that would have an indemnity obligation been imposed on Sellers and the Acquired Companies if (x) GP Nonwovens had entered into the GP Nonwovens IP Agreements with Purchaser on the Closing Date in exchange for a payment of cash equal to the Final GP Nonwovens IP Value and (y) Buckeye Germany had entered into the Copyright Assignment Agreement with Purchaser hereunder;on the Closing Date in exchange for a payment of cash equal to the Final Buckeye Germany IP Value. 9.2.9 the failure (b) Sellers shall, and shall cause their Affiliates to, take all reasonable steps to mitigate any Loss contemplated by Section 9.3(a) upon becoming aware of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7any event that gives rise thereto.

Indemnification by Purchaser. Purchaser hereby agrees to indemnify and to hold each Seller Group Member harmless forthat, from and after the Closing, it shall indemnify, defend and hold harmless the Sellers, their Affiliates and, if applicable, their respective directors, officers, shareholders and employees (other than directors, officers or employees of the Grove Companies) and their heirs, successors and assigns (the "Seller Indemnified Parties") from, against and in respect of any Losses imposed on, sustained, incurred or suffered by or asserted against any and all Losses incurred by such of the Seller Group Member arising from or relating toIndemnified Parties, directly or indirectly, relating to or arising out of: 9.2.1 (i) the breach of any breach representation or warranty made by Purchaser contained in this Agreement; (ii) the breach of any covenant or agreement of Purchaser contained in this Agreement; (iii) all liabilities and obligations of any of its representationsthe Specified Grove Corporations and the Assumed Liabilities, warrantiesregardless of when they arose or arise and regardless of by whom or when asserted, covenantsincluding without limitation any Losses arising from product liability claims, obligations or agreements in this Agreement or in Affiliate Guarantees, Compliance Costs and any other Operative Losses, in each case to the extent Sellers are not required to indemnify Purchaser therefor pursuant to Section 7.3 (Indemnification by Sellers) or otherwise required to bear the costs thereof pursuant to any Tax Sharing and Indemnification Agreements or Supplemental Agreements; (iv) Xxxxxx Finance's indemnification obligations under the Portfolio Transfer Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related (v) to Apachethe extent, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed and only to pay under the terms of this Agreement or otherwise; 9.2.4 extent, any and all liability and defense costs arising out claims are specifically based upon the use of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred pro forma adjustments to the information contained in the Financial Statements, (but not with respect to the Financial Statements or information contained therein) or (iii) any other information (other than the Financial Statements or information contained therein) appearing in a registration statement, prospectus or other offering document prepared by Seller Purchaser and/or its Affiliates, in connection with any debt and/or equity financings by Purchaser and/or its Affiliates (including, at and after the Closing, the Grove Companies) which is commenced on or before March 31, 1999 (including any registered exchange offers for securities sold pursuant to its being secondarily liable Regulation S/Rule 144A under the Securities Act) except to the extent that Sellers would be obligated to indemnify Purchaser with respect to the subject matter of such claims pursuant to Section 7.3 of this Agreement (assuming for withdrawal such purpose that such indemnification by Sellers is not subject to 7.3(b)); and (vi) any liability under the Multiemployer Plan and (ii) WARN Act with respect to any withdrawal former employees of the Grove Companies whose employment terminated prior to the Closing Date, which liability assessed against Seller by the Multiemployer Plan arises as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim termination of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation employment of the Newsprint Assets or the Newsprint Business on or after Transferred Employees following the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counselDate; provided, environmental consultants, investment bankers, financial sources, lenders, accountants that if and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that the indemnification provided for in any of clauses (i) through (vi) above is unenforceable for any reason, the Purchaser Indemnifying Party shall make the maximum contribution permissible under applicable Laws to the payment and satisfaction of such Losses for which the Seller does not have an indemnity obligation Indemnified Party was otherwise entitled to Purchaser indemnification hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7.

Indemnification by Purchaser. (a) From and after the Closing, and subject to Section 7.02(b), Section 7.04, Section 7.05, Section 7.07 and Section 8.01, Purchaser agrees to indemnify shall indemnify, defend and to hold each harmless Seller Group Member harmless and its Affiliates and Representatives (collectively, the “Seller Indemnified Parties”) against, and reimburse any Seller Indemnified Party for, from and against any and all Losses incurred by that such Seller Group Member arising from Indemnified Party may suffer or relating incur, or become subject to, directly or indirectlyas a result of: 9.2.1 (i) any breach by Purchaser of any warranty or the inaccuracy of its representations, warranties, covenants, obligations any representation of Purchaser contained or agreements referred to in this Agreement or in any other Operative Agreementcertificate delivered by or on behalf of Purchaser pursuant hereto; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller breach or failure by Purchaser to perform any of its covenants or obligations contained in this Agreement to be performed after the Multiemployer Plan as a result of the transactions contemplated by this AgreementClosing; 9.2.6 (iii) any Tax Claim claim or cause of action by any Person against any Seller Indemnified Party with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the transfer, ownership, operation or use of the Newsprint Purchased Assets or Assumed Liabilities or the Newsprint operations of the Business arising on or after the Closing Date except liabilities (including all actions of Purchaser with respect thereto) other than any such claim or cause of action which would constitute an Excluded Liability or for which Seller would otherwise be required to indemnify Purchaser is indemnified hereunder or Seller has otherwise agreed pursuant to pay under Section 7.01(a) (after giving effect to the terms provisions of Section 7.01(b)); or (iv) any Assumed Liability. (b) Notwithstanding any other provision of this Agreement to the contrary: (i) Purchaser shall not be required to indemnify, defend or otherwise; 9.2.8 hold harmless any liability arising from Seller Indemnified Party against, or reimburse any action by Purchaser or its counselSeller Indemnified Party for, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) any Losses pursuant to any sampling or testing conducted pursuant to Section 7.02(a)(i) and Section 7.02(a)(ii) until the final sentence aggregate amount of Section 5.12(aSeller Indemnified Parties’ Losses exceeds the Deductible Amount, after which Purchaser shall only be obligated for such aggregate Losses of Seller Indemnified Parties in excess of the Deductible Amount; and (ii) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity cumulative indemnification obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth under Section 7.02(a)(i) shall in Section 2.3.7no event exceed $150,000.

Indemnification by Purchaser. (a) Purchaser hereby agrees to indemnify that it shall indemnify, defend and to hold each harmless Seller Group Member harmless forand its Affiliates (until, from and against any and all Losses incurred by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser in the case of any Subsidiary of its representationsSeller, warrantiessuch Subsidiary is no longer an Affiliate of Seller (except with respect to any Losses in respect of which notice has been given in accordance with Section 7.4 prior to such Subsidiary ceasing to be an Affiliate)), covenantsand their respective directors, obligations officers, shareholders, partners, attorneys, accountants, agents and employees and their heirs and successors (the "Seller Indemnified Parties") from, against and in respect of any actual damages, claims, losses, charges, actions, suits, proceedings, deficiencies, interest, penalties, and reasonable costs and expenses (including without limitation reasonable attorneys' and consultants' fees) (collectively but without duplication, "Losses") imposed on, sustained, incurred or agreements in this Agreement suffered by any of the Seller Indemnified Parties relating to or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred breach of any repre- sentation or warranty made by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and Purchaser contained in this Agreement; (ii) the breach of any withdrawal liability assessed against Seller by the Multiemployer Plan as a result covenant or agreement of the transactions contemplated by Purchaser contained in this Agreement; 9.2.6 any Tax Claim ; (iii) subject to the provisions of Seller Section 5.9 with respect to any Post-Closing Period; 9.2.7 Retained Companies (until they no longer have the status of Retained Companies) all obligations and liabilities arising from the operation of the Newsprint Assets Packaging Companies arising on or after the Newsprint Scheduled Closing Date or relating to the conduct of the Packaging Business on or after the Scheduled Closing Date Date, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation Purchaser is entitled to Purchaser hereunder; 9.2.9 indemnification under Section 5.4 or 7.3(a) in respect of that claim (without regard to the failure provisions of Section 7.3(b)); and (iv) any action brought by a security holder or creditor of Purchaser to timely pay the Termination Feein its capacity as such; and 9.2.10 the failure provided that all rights in respect of Purchaser to obtain the unconditional and irrevocable release indemnification of Seller and its Affiliates as Indemnified Parties by Pur- chaser hereunder may be asserted only by Seller (including on behalf of other Seller Indemnified Parties). (b) Notwithstanding the provisions of this Article VII, Purchaser shall not be liable for any Losses with respect to the matters contained in clause (i) of Section 7.2(a) except (i) to the extent the Losses therefrom exceed U.S.$35,000,000, in which event Purchaser shall be liable to Seller only for such Losses above such amount or (ii) for any individual item or series of related items where the Losses relating thereto or arising therefrom are less than U.S.$50,000 (it being expressly understood that Losses in respect of such items shall not be applied against the U.S.$35,000,000 basket set forth in clause (i) hereof); provided that the aggregate liabil- ity of Purchaser under Section 2.3.77.2(a) shall not exceed U.S.$3,600,0- 00,000. Seller shall not be entitled under this Agreement to multiple recovery for the same Losses.

Indemnification by Purchaser. (a) After the Closing Date and subject to the limitations set forth herein, Purchaser agrees to indemnify and to hold harmless each Seller Group Member harmless for, Indemnitee from and against any and all Losses incurred by such Seller Group Member Indemnitee arising from or relating to, directly or indirectlyfrom: 9.2.1 (i) any breach of any warranty or the inaccuracy of any representation of the Purchaser or any other PCS Purchaser contained in this Agreement, any Purchase Agreement, the Technology License Agreements or the Trademark License Agreements, without giving effect to materiality or Material Adverse Effect qualifiers contained therein; (ii) any breach by the Purchaser of or any other PCS Purchaser of, or failure by Purchaser or any other PCS Purchaser to perform, any of its representations, warranties, covenants, covenants or obligations or agreements contained in this Agreement, any Purchase Agreement or in any other Operative the Tax Matters Agreement; 9.2.2 (iii) any Assumed Obligation;Liability; and 9.2.3 (iv) the operations of any liability or obligation Company after the Closing Date, other than operations primarily attributable to any business of or related to Apache, except liabilities the Seller other than the PCS Business for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwiseSection 10.1(a)(vi); 9.2.4 (v) any consequential damages up to a maximum amount equal to $2,000,000 incurred by Seller as contemplated by Section 7.1 of the Transition Buy-Back Agreement; provided, however, that, subject to Section 10.5(c) hereof, Purchaser shall be required to indemnify and all liability and defense costs arising out of or relating hold harmless under this Section 10.2 with respect to any claim for COBRA continuation coverage Losses incurred by any M&A Qualified Beneficiary; 9.2.5 the Seller Indemnitees only to the extent that (i) any liability incurred the amount of Loss suffered by the Seller pursuant Indemnitees related to its being secondarily liable for withdrawal liability under the Multiemployer Plan each individual claim or series of related claims exceeds $100,000 and (ii) any withdrawal liability assessed against Seller the aggregate amount of such Losses exceed $2,000,000, and then only in respect of such excess; and provided, further, that the aggregate amount required to be paid by the Multiemployer Plan as a result Purchaser pursuant to this Section 10.1 shall not exceed 15% of the transactions contemplated by Purchase Price (b) Subject to Section 13.13(d) of this Agreement; 9.2.6 , in the event prior to Closing the Purchaser shall have modified any Tax Claim of Schedule in accordance with this Agreement or a Purchase Agreement and Seller determines to proceed with the Closing, Seller shall not be entitled to indemnification under this Section 10.2 with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7such modification.

Indemnification by Purchaser. Purchaser agrees to shall indemnify and to hold each Seller Group Member harmless forSeller, Parent and their respective directors, stockholder, officers, employees, agents, consultants, representatives, Affiliates, successors and assigns from and against any and all Losses incurred by such Seller Group Member Losses, as a result of, or based upon or arising from or relating to, directly or indirectlyout of: 9.2.1 (a) any breach or violation by Purchaser of any of its representations, warranties, covenants, obligations or agreements the covenants made by Purchaser in this Agreement or any agreement, certificate or similar document delivered pursuant hereto; (b) any breach of, or any inaccuracy in any other Operative of the representations or warranties made by Purchaser in this Agreement, or in any Schedule, agreement, certificate, instrument or similar documents required to be delivered pursuant to the terms hereof; 9.2.2 (c) any Assumed ObligationLiability; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (id) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or by Purchaser after the Closing Date except liabilities for which Purchaser is indemnified hereunder to the extent otherwise the obligation or responsibility of Seller has otherwise agreed to pay under the terms of this Agreement or otherwiseotherwise covered by Section 14.2(e) or (f); 9.2.8 (e) any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives all of the following: (A) pursuant to the alleged or actual violation by the Business of any sampling or testing conducted pursuant Environmental Law subsequent to the final sentence of Closing, unless such violation existed on or prior to the Closing and falls within Seller's indemnification obligation under Section 5.12(a) or 14.1(e)(A), and (B) with respect to the release or deposit, at any matter described in Section 9.1.2, time subsequent to the extent that Seller Closing, of Hazardous Substance(s) onto or into the soil, groundwater or surface water at the Real Property or at any property or facility (excluding Seller's Lacrosse, WI property and facility) used in connection with the Business (including any property or facility at which any Hazardous Substances were disposed or treated), unless the release or deposit does not have materially increase the cost of investigating or remediating an indemnity obligation Environmental Condition for which Seller is obligated to indemnify Purchaser hereunder; 9.2.9 pursuant to Section 14.1(e), provided that, if such release or deposit does materially increase the failure cost of investigating or remediating an Environmental Condition for which Seller is obligated to indemnify Purchaser pursuant to timely pay Section 14.1(e), the Termination Fee; and 9.2.10 the failure cost of Purchaser to obtain the unconditional investigation and irrevocable release of remediation shall be equitably allocated between Seller and its Affiliates as set forth in Section 2.3.7.Purchaser taking into consideration their relative contributions to the condition. (For the purposes of this subsection, an additional cost shall be "material" if it adds more than $75,000 to the cost

Indemnification by Purchaser. (a) Subject to the provisions of this Article X, effective as of and after the Closing, (1) Purchaser agrees shall indemnify and hold harmless Parent, SwissCo and their respective Affiliates (collectively, the “Parent Indemnified Parties”) from and against (x) any and all Losses actually incurred or suffered by any of the Parent Indemnified Parties, to the extent arising out of or resulting from (i) to the maximum extent permitted by Norwegian Law, any breach of any Purchaser Fundamental Representations, at and as of the Closing Date as though made at and as of such time (unless made as of a specific date, in which case at and as of such date); (ii) to the maximum extent permitted by Norwegian Law, any breach of any covenant or agreement of Purchaser contained in this Agreement; (iii) any Liability arising out of or relating to the Transferred Entities or the Business (including the Business Intellectual Property and the Business Leased Real Property), in each case including the ownership, occupation, use or maintenance thereof, whether arising prior to, at or after the Closing (excluding any Tax Liability for a taxable period that ends on or before the Closing Date, or that is allocable to the pre-Closing portion of any Straddle Period (determined in accordance with Section 7.9)); (iv) without duplication of any Liability described in the foregoing clause (iii), the failure to pay any Liability when due to the extent reflected in, reserved for or taken into account in the determination of (A) the First Share Sale Entities Indebtedness on the Final First Share Sale Closing Statement, (B) the Second Share Sale Entities Indebtedness on the Final Second Share Sale Closing Statement or (C) the Contribution Entities Indebtedness on the Final Contribution Closing Statement; and (v) Liabilities arising out of claims made by either Party’s securityholders or lenders to the extent relating to the Classifieds Indebtedness; and (y) fifty percent (50%) of any and all Losses actually incurred or suffered by any of the Parent Indemnified Parties, to the extent arising out of or resulting from any Liabilities of the Parent Indemnified Parties for Taxes imposed as a result of the failure of the Classifieds DutchCo Distribution, to the extent it is sourced, directly or indirectly, from the Classifieds Indebtedness, to qualify for the Intended Tax Treatment (the “Specified Taxes”) (subject to Section 10.3(d)); and (2) Purchaser shall cause the Transferred Entities and the Share Sale Purchasers to indemnify and to hold each Seller Group Member harmless for, the Parent Indemnified Parties from and against any and all Losses actually incurred or suffered by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representationsthe Parent Indemnified Parties, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs extent arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 resulting from (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under breach of any Purchaser Fundamental Representations, at and as of the Multiemployer Plan Closing Date as though made at and as of such time (unless made as of a specific date, in which case at and as of such date); and (ii) any withdrawal liability assessed against Seller by breach of any covenant or agreement of Purchaser contained in this Agreement. (b) Notwithstanding anything to the Multiemployer Plan contrary herein, Purchaser shall not be required to indemnify or hold harmless any Parent Indemnified Party against, or reimburse any Parent Indemnified Party for, any Losses to the extent the related Liabilities were reflected or reserved for in the audited financial statements and unaudited interim financial statements of Purchaser included in the Purchaser Reporting Documents. (c) Notwithstanding anything to the contrary herein, the cumulative indemnification obligations of Purchaser under Section 10.3(a)(i) and Section 10.3(a)(ii) shall in no event exceed, in aggregate, the Overall Cap. (d) Notwithstanding anything to the contrary herein, (i) the cumulative indemnification obligations of Purchaser under Section 10.3(a)(1)(y) shall not exceed $50,000,000 and (ii) Specified Taxes shall not include any Losses arising solely as a result of the actions or transactions contemplated taken by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser Parent or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant Affiliates prior to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Closing.

Indemnification by Purchaser. (a) Purchaser agrees to shall indemnify the Sellers and to hold each Seller Group Member one of them harmless for, from and against any and all Losses Indemnifiable Loss incurred by such Seller Group Member in connection with or arising from any one or relating to, directly more of the following: (i) any nonfulfillment or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations agreements or agreements covenants in this Agreement; (ii) any breach of any warranty or the inaccuracy of any representation of Purchaser contained in this Agreement or any certificate or delivered by or on behalf of Purchaser pursuant to this Agreement; (iii) any obligation or liability which is one of the Assumed Liabilities; or (iv) the operation of the Business after the Closing Date; PROVIDED, HOWEVER, THAT (A) a Seller shall not be entitled to make a claim for indemnification under this Section for Indemnifiable Losses under Section 12.2(a)(ii) [other than for Losses incurred due to a breach of the representation made in Section 11.8(b)] until such losses in the aggregate equal or exceed the Deductible Amount and (B) once satisfied, Purchaser shall indemnify Sellers only for Indemnifiable Losses in excess of the Deductible Amount. (b) If any other Operative Agreement; 9.2.2 Seller determines that it has suffered or incurred any Assumed Obligation; 9.2.3 Indemnifiable Loss, such Seller shall so notify Purchaser within sixty (60) days in writing; PROVIDED, HOWEVER, THAT the failure to so notify Purchaser within such specified time period shall not relieve Purchaser from any liability which it may have unless such failure prejudices it in fulfilling its obligations hereunder. If any action at law or obligation of or related to Apache, except liabilities for which Purchaser suit in equity is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 instituted by a third party against any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to which such Seller intends to claim any Post-Closing Period; 9.2.7 all liabilities arising from the operation Indemnifiable Loss under this Article 12, it shall notify Purchaser of the Newsprint Assets any such action or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms suit in accordance with Section 12.3 of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Agreement.

Indemnification by Purchaser. (a) Subject to Section 3.3 hereof, the Purchaser hereby agrees to indemnify and to hold each harmless the Seller Group Member harmless foragainst and in respect of all damages, from claims, losses and against any expenses (including without limitation, attorneys' fees and all Losses disbursements) reasonably incurred by the Seller (all such amounts may hereinafter be referred to as "Seller Group Member Damages") arising from out of: (i) any misrepresentation or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any warranty made by the Purchaser pursuant to the provisions of its representations, warranties, covenants, obligations or agreements in this Agreement or in any statement, certificate or other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which document furnished by the Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan this Agreement; and (ii) the nonperformance or breach of any withdrawal liability assessed against Seller covenant, agreement or obligation of the Purchaser which has not been waived by the Multiemployer Plan as a result of Seller. (b) Subject to Section 3.3 hereof, the transactions contemplated by Purchaser shall be obligated to indemnify the Seller pursuant to this Agreement; 9.2.6 any Tax Claim of Seller Section 6.4 only with respect to any Post-Closing Period; 9.2.7 all liabilities arising from claims for Seller Damages as to which the operation Seller shall have given written notice to the Purchaser on or before the close of business on the sixtieth day following the second anniversary of the Newsprint Assets Closing Date. The Purchaser shall be obligated to indemnify the Indemnified Party with respect to claims for Damages arising out of any misrepresentation or breach of warranty respectively made by the Newsprint Business Purchaser relating to taxes as to which the Indemnified Party shall have given notice on or after before the Closing Date except liabilities for which close of business on the sixtieth day following the later of: (i) the expiration date of the statute of limitations applicable to any indemnified federal, state, foreign or local tax liability; or (ii) the final determination of any such tax liability, including the final administrative and/or judicial determination thereof. (c) Notwithstanding the indemnification provided pursuant to Subsection 6.4(a) above, no amount shall be payable by the Purchaser is indemnified in indemnification hereunder or Seller has otherwise agreed to pay under the terms any other provision of this Agreement or otherwise; 9.2.8 any liability arising from any action by unless the aggregate amount of Seller Damages in respect of which the Purchaser or its counselwould be liable, environmental consultantsbut for operation and application of the provisions of this Subsection 6.4, investment bankers, financial sources, lenders, accountants exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, then only to the extent that of such excess. (d) In any case where the Purchaser has indemnified the Seller does not have an indemnity obligation for any Seller Damages and the Seller recovers from third parties all or any part of the amount so indemnified by the Purchaser, the Seller shall promptly reimburse to the Purchaser hereunder; 9.2.9 the failure of amount paid by the Purchaser to timely pay the Termination Fee; and 9.2.10 Seller up to the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7amount so recovered.

Indemnification by Purchaser. Purchaser agrees to indemnify Sellers and the Sellers Indemnified Persons against, and agrees to hold each Seller Group Member Sellers and the Sellers Indemnified Persons harmless forfrom, from and against any and all Losses incurred or suffered by such Seller Group Member Sellers and the Sellers Indemnified Persons arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser out of any of its representationsthe following: (a) any breach of or any inaccuracy in any representation or warranty made by Purchaser in this Agreement; PROVIDED, warrantiesthat Purchaser shall have no liability under this SECTION 10.3(a) for any breach of or inaccuracy in any representation or warranty unless, covenantsin the case of all representations and warranties (other than Title and Authorization Warranties), obligations a notice of Sellers' or agreements Sellers Indemnified Persons' claim is given to Purchaser not later than the close of business on the first anniversary of the Final Closing Date; (b) any breach of or failure by Purchaser to perform any covenant or obligation of Purchaser set out in this Agreement; (c) any BellSouth Guarantee with respect to any Initial Acquired Company or Subsequent Acquired Company; (d) any claim by a Minority Equity Holder relating to (A) any breach or failure by Purchaser to perform any covenant or obligation under this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability the Minority Equity Agreements or obligation otherwise arising from the actions, or failure to act, of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwisethe Minority Equity Agreements during the period prior to the Initial Closing Date or any Subsequent Closing Date, as applicable and, (B) any breach of or failure to perform by Purchaser any other obligations that Purchaser has to such Minority Equity Holder; PROVIDED, that Purchaser shall have no liability under this SECTION 10.3(d) for any claim by a Minority Equity Interest Holder arising from any breach, action or failure occurring on or prior to the applicable Closing Date unless a notice of Sellers' or a Sellers Indemnified Person's claim is given to Purchaser not later than the close of business on the eighteen (18) month anniversary of the applicable Closing Date; 9.2.4 (e) any and all liability and defense costs arising out occurrence, event, act or omission of or relating involving any Initial Acquired Company or Subsequent Acquired Company after the applicable Closing Date, including any claims, lawsuits or Losses relating, or with respect, to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and Minority Equity Holders, the Minority Equity Holder Rights or the Minority Equity Agreements or the Acquired Company Organizational Documents, (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan Continuing Employees, including as a result of the transactions contemplated by this Agreement; 9.2.6 their termination, constructive termination or severance, any Tax Claim of Seller liabilities under or with respect to any Post-Closing Period; 9.2.7 all Employee Benefit Plan, any liabilities arising from the operation of the Newsprint Assets under or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2other agreement or arrangement assumed by any Initial Acquired Company or any Subsequent Acquired Company or Purchaser hereunder, and any liabilities under or with respect to the Retention Plans to the extent that Seller does not have an indemnity obligation to such Retention Plans constitute Employee Benefit Plans or the obligations thereunder are assumed by any Initial Acquired Company or any Subsequent Acquired Company or Purchaser hereunder; 9.2.9 , or (iii) any Acquired Company Debt with respect to any Initial Acquired Company or Subsequent Acquired Company and any occurrence, event, act or omission or involving any Initial Acquired Company or Subsequent Acquired Company after the failure applicable Closing Date relating to any creditor, lender, noteholder, bondholder or other holder of Purchaser Debt with respect to timely pay the Termination Feeany Acquired Company Debt of any Initial Acquired Company or Subsequent Acquired Company; and 9.2.10 (f) except as otherwise provided in this Agreement, from and after the failure of applicable Closing Date, Purchaser shall protect, defend, indemnify and hold harmless Sellers from any and all Taxes relating to obtain any Initial Acquired Company or Subsequent Acquired Company arising after the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7applicable Closing.

Indemnification by Purchaser. From and after the Closing, Purchaser agrees to indemnify and to hold each the Seller Group Member Indemnified Parties harmless for, from and against any and all Losses incurred by such or asserted against a Seller Group Member arising from Indemnified Party due to or relating to, directly or indirectlyresulting from: 9.2.1 9.3.1. the breach of any representation or warranty of Purchaser set forth in this Agreement or any certificate delivered pursuant to this Agreement (provided, however, for purposes of this Article 9, except for the Fundamental Representations, solely for purposes of the calculation of Losses with respect to a breach of a representation or warranty, but not with respect to the determination as to whether a breach has occurred, such calculation of Losses shall be made without regard to any qualifications therein referencing “material”, “Material Adverse Effect” or any derivative thereof); 9.3.2. a violation or default by Purchaser of any of its representations, warranties, Purchaser’s covenants, obligations or agreements set forth in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related the agreements to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller be delivered pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan Sections 5.4.2 and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result 5.4.3 of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period9.3.3. the Assumed Liabilities; 9.2.7 all liabilities arising 9.3.4. Sellers’ payment or satisfaction of any Assumed Liabilities (and only after a written request from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities Sellers for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action payment by Purchaser or its counselPurchaser, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Feeor satisfy such Assumed Liability within 30 days after such written request); and 9.2.10 9.3.5. except to the failure extent arising from a matter as to which the Sellers have agreed to indemnify Purchaser under Section 9.2 above, any Third Party Claim to the extent arising out of any act or omission of Purchaser that first arose after the Closing Date, including any such Third Party Claim related to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth manner in Section 2.3.7which Purchaser first operates the Business after the Closing.

Indemnification by Purchaser. Subject to the limitations set forth in this ARTICLE XII, Purchaser agrees to indemnify shall indemnify, save, insure, pay, defend, and to hold each harmless Seller Group Member harmless for, Indemnitees from and against any and all Losses Indemnification Loss incurred by such any Seller Group Member arising from Indemnitee to the extent resulting from: (a) any breach of any representation or relating to, directly or indirectly: 9.2.1 warranty of Purchaser in this Agreement; (b) any breach by Purchaser of any of its representations, warranties, covenants, covenants or obligations or agreements in under this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 ; and (c) any and all liability and defense costs arising out of damage or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability loss sustained or incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated Purchaser’s due diligence activities, including any Inspections, environmental site assessments, and any other inspections, tests, or work conducted by this Agreement; 9.2.6 any Tax Claim Person other than Sellers working with or on behalf of Seller with respect Purchaser or one or more of Purchaser’s Inspectors expressly excluding damages or loss that results from any environmental assessments which occurred prior to any Post-Closing Period; 9.2.7 all liabilities arising from the operation Purchaser or Purchaser’s activities as part of the Newsprint Assets Inspections and that is required to be disclosed to, reported to, or filed with a governmental agency by law. Such Indemnification shall survive the Newsprint Business on or Closing for a period of six (6) months after the Closing Date except liabilities Date. Purchaser’s aggregate liability to any and all Seller Indemnitees shall not exceed TWO PERCENT (2%) of the aggregate of the Purchase Price plus the Purchase Price under the Share Purchase Agreement (collectively, the “Purchaser’s Indemnification Cap”). Purchaser shall not be liable to the Seller Indemnitees for any Indemnification Loss incurred by 50 them until the aggregate amount of all such Indemnification Loss, plus any “Indemnification Loss” (as defined in the US Companion Contract) exceeds FIFTY THOUSAND AND/NO DOLLARS ($50,000.00) (the “Purchaser’s Deductible”), in which event Purchaser shall be liable for all Indemnification Loss exceeding the Purchaser’s Deductible; provided, however, that the maximum aggregate amount of Indemnification Loss incurred by the Seller’s Indemnitees for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7shall be liable shall be Purchaser’s Indemnification Cap.

Indemnification by Purchaser. (a) Purchaser shall ---------------------------- indemnify Seller, its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives against, and agrees to indemnify and to hold each Seller Group Member them harmless forfrom, from and against any and all Losses incurred by such Seller Group Member Loss, for or on account of or arising from or relating in connection with or otherwise with respect to, directly or indirectly: 9.2.1 (i) any breach by Purchaser of any representation or warranty of its representationsPurchaser contained in this Agreement, warranties, covenants, obligations in any Ancillary Agreement or agreements in any document delivered in connection herewith (it being agreed and acknowledged by the parties that for purposes of Seller's right to indemnification pursuant to this Section 8.02 the representations and warranties of Purchaser shall be deemed not qualified by any references therein to materiality generally or to whether or not any breach results or may result in a Purchaser Material Adverse Effect); (ii) any breach of any covenant of Purchaser contained in this Agreement or in any other Operative Ancillary Agreement; 9.2.2 (iii) any failure by Purchaser to pay or otherwise discharge when due and payable any Assumed ObligationLiability; 9.2.3 (iv) any liability fees, expenses or obligation of other payments incurred or related to Apache, except liabilities for which owed by Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage brokers, financial advisors or other comparable persons retained or employed by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of it in connection with the transactions contemplated by this Agreement or by any Ancillary Agreement; 9.2.6 (v) Purchaser's selection of Non-Continuing Employees but only to the extent related to such selection being in violation of, or being alleged to be in violation of, Applicable Law and such Loss is not a direct result of any Tax Claim act by any member of the Seller Group or any of its employees, representatives or agents; and (vi) liability under the WARN Act with respect to any Post-Closing Period; 9.2.7 all liabilities arising from Affected Employees (excluding Brainerd Participants) whose "employment loss" (as defined under the operation of the Newsprint Assets or the Newsprint Business WARN Act) (y) occurs on or after within 90 days prior to the Closing Date except liabilities for which Purchaser and (z) is indemnified hereunder deemed to be part of a "plant closing" or Seller has otherwise agreed to pay "mass layoff" (as those terms are defined under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7WARN Act).

Indemnification by Purchaser. (a) Subject to the provisions of Section 7.2(b) and 7.3 below, Purchaser agrees to shall indemnify Sellers and to their Affiliates (other than the Companies) and each of their respective stockholders, officers, directors, employees and representatives (each a "Seller Indemnitee") against, and hold each Seller Group Member Indemnitee harmless forfrom, from and against any and all Losses incurred by such Seller Group Member arising from incurred, suffered, sustained or relating torequired to be paid, directly or indirectly: 9.2.1 , by or sought to be imposed upon, such Seller Indemnitee resulting from, related to or arising out of any inaccuracy in or breach by Purchaser of any of its the representations, warranties, covenants, obligations warranties or agreements covenants made by Purchaser in or pursuant to this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability agreement, document or obligation of instrument executed and delivered pursuant hereto or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under in connection with the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result Closing of the transactions contemplated hereunder. (b) No 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, until such time as the Losses of all Seller Indemnitees exceed One Hundred Thousand Dollars ($100,000) ("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 all such claims exceed Purchaser's Basket. In no event shall Purchaser's indemnification obligations in this Agreement;Section 7.2 in the aggregate exceed One Million Dollars ($1,000,000). 9.2.6 (c) Each Seller Indemnitee shall promptly give written notice to Purchaser of the assertion by any Tax Claim Person of Seller any claim, action, suit or proceeding with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is obligated to provide indemnification hereunder; PROVIDED, HOWEVER, that the rights of a Seller Indemnitee to be indemnified hereunder or Seller has otherwise agreed shall only be affected by the failure to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants give such notice if and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence extent such failure prejudices Purchaser in the defense of Section 5.12(a) or (B) such third party claim. Amounts due with respect to any matter described in Losses covered by this Section 9.1.27.2 shall be paid promptly after delivery of reasonably documented written notice of the amount of Losses incurred and if the provisions of Section 7.2(b) apply to limit the payment of all amounts claimed, shall be paid on a pro-rata basis according to the number of shares sold. 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 extent cost and expense thereof shall be subject to the indemnification obligations of Purchaser hereunder; PROVIDED, that each Seller does Indemnitee shall have the right and option to participate in, but not control, the defense of such action at its own expense; and PROVIDED, FURTHER, that if Purchaser elects not to defend any such action or if a Seller Indemnitee shall have an indemnity obligation defenses not available to Purchaser hereunder; 9.2.9 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, but at Purchaser's expense, to assume and control the failure defense of Purchaser such action. Neither any Seller Indemnitee, on one hand, nor Purchaser, on the other hand, shall be entitled to timely pay settle or compromise any such claim, action, suit or proceeding without the Termination Fee; and 9.2.10 prior written consent of such Seller Indemnitee or Purchaser, as the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7case may be, which consent shall not be unreasonably withheld.

Indemnification by Purchaser. (a) The Purchaser hereby agrees to indemnify and to hold each harmless the Seller Group Member harmless forand the Stockholders against and in respect of all damages, from claims, losses and against any expenses (including without limitation, attorneys' fees and all Losses disbursements) reasonably incurred by the Seller or the Stockholders with respect thereto (all such amounts may hereinafter be referred to as "Seller Group Member Damages") arising from out of: (i) any misrepresentation or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any warranty made by the Purchaser pursuant to the provisions of its representations, warranties, covenants, obligations or agreements in this Agreement or in any statement, certificate or other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which document furnished by the Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan this Agreement; and (ii) the nonperformance or breach of any withdrawal liability assessed against Seller covenant, agreement or obligation of the Purchaser which has not been waived by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after Stockholders. (b) Notwithstanding the Closing Date except liabilities for which indemnification provided pursuant to Section 5.4(a) above, no amount shall be payable by the Purchaser is indemnified in indemnification hereunder or Seller has otherwise agreed to pay under the terms any other provision of this Agreement or otherwise; 9.2.8 any liability arising from any action by unless the aggregate amount of Seller Damages in respect of which the Purchaser or its counselwould be liable, environmental consultantsbut for operation and application of the provisions of this Subsection, investment bankersexceeds on a cumulative basis, financial sourcesFifty Thousand Dollars ($50,000), lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, then only to the extent that of such excess. (c) In any case where the Purchaser has indemnified the Seller does not have an indemnity obligation or the Stockholders for any Seller Damages and the Seller or the Stockholders recover from third parties all or any part of the amount so indemnified by the Purchaser, the Seller or the Stockholders shall promptly reimburse to the Purchaser hereunder; 9.2.9 the failure of amount paid by the Purchaser up to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7amount so recovered.

Indemnification by Purchaser. Subject to Section 8.8, Purchaser shall indemnify Seller, its Affiliates and each of their respective officers, directors, employees, stockholders, agents and Representatives (“Seller Indemnitees”) against, and agrees to indemnify and hold them harmless from, any Loss, as incurred (payable promptly upon written request), to hold each Seller Group Member harmless for, from and against any and all Losses incurred by such Seller Group Member the extent arising from or relating in connection with or otherwise with respect to, directly or indirectly: 9.2.1 (a) any breach by Purchaser of any representation or warranty of its representations, warranties, covenants, obligations or agreements Purchaser that survives the Effective Time and is contained in this Agreement or in any other Operative Related Instrument or Ancillary Agreement; 9.2.2 ; provided that Purchaser shall not be required to indemnify any Assumed Obligation; 9.2.3 Person, and shall not have any liability under this Section 8.3(a) to the extent the liability or obligation is directly caused by any action taken or omitted to be taken by any Seller Indemnitee; (b) any breach of or related to Apache, except liabilities for which any covenant of Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of contained in this Agreement or otherwisein any Related Instrument; 9.2.4 (c) any Assumed Liability; and (d) any fees, expenses or other payments incurred or owed by Purchaser to any brokers, financial advisors or other comparable Persons retained or employed by it in connection with the transactions contemplated by this Agreement or by any Related Instrument. (e) Purchaser shall have no indemnification obligations pursuant to Section 8.3(a), except to the extent that the aggregate amount of Losses incurred or suffered by Seller that Purchaser is otherwise responsible for under Section 8.3(a) exceeds [*****] (the “Deductible”), at which xxxx Xxxxxx shall be entitled to assert claims against Purchaser for Losses in excess of, but excluding, the Deductible; provided, that the maximum liability of Purchaser for all claims by Seller under Section 8.3(a) together shall not in any case exceed [*****]. Notwithstanding the foregoing, (i) there shall be no Deductible with respect to any indemnifiable Losses arising out of Purchaser’s breach of its representations or warranties in Section 3.2; and (ii) Purchaser shall indemnify Seller for all liability and defense costs Losses based on fraud, or intentional misconduct on the part of Purchaser. When calculating the amount of Losses arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as breach of a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets representation or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action warranty by Purchaser for purposes of determining whether the Deductible provided in this section has been satisfied, references to “Material Adverse Effect” or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives materiality qualifications (Aor correlative terms) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7will be disregarded.

Indemnification by Purchaser. Purchaser hereby agrees to indemnify and to hold harmless Parent, Seller and each Seller Group Member harmless forof their respective Representatives (collectively, from and against any and all Losses incurred by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser with the permitted assigns of any of its representationsthe foregoing, warrantiesthe “Seller Indemnified Parties”) for in respect of any Losses which may be suffered as a result or on account of: (a) in connection with any breach or inaccuracy of Purchaser’s Warranty or any other warranty contained in any certificate furnished by Purchaser pursuant to this Agreement; or (b) any breach or failure by Purchaser to perform, covenantsor procure to be performed, obligations any obligation, covenant, undertaking or agreements other agreement made or given by Purchaser in this Agreement. (c) Purchaser’s total Liability to compensate the Seller Indemnified Parties in respect of any Losses arising pursuant to Section 11.6 (other than with respect to the Purchaser Fundamental Warranties) shall under all circumstances be limited to twenty million Euro (EUR 20,000,000), excluding the Purchaser Debt Termination Fee, as applicable. (d) Unless prior notice is given in accordance with Section 11.2(g) and subject to extension in the event of any delay caused by Purchaser, Purchaser’s obligation to indemnify the Seller Indemnified Parties pursuant to Section 11.6 shall terminate on the date which is eighteen (18) months from the Closing Date with the exception of any claim based on the Purchaser Fundamental Warranties, which shall remain in effect indefinitely. No claim may be made in respect of any Losses arising pursuant to Section 11.6 by the Seller Indemnified Parties and the Seller Indemnified Parties have no right to receive indemnification from Purchaser under this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result after expiry of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as time limitation set forth in this Section 2.3.711.6(d) save as where expressly provided in this Agreement.

Indemnification by Purchaser. (a) From and after the Closing Date, subject to the other provisions of this Article X, the Purchaser agrees to indemnify the Sellers and CAM (collectively, the “Indemnified Seller Persons”) and to hold each Seller Group Member of them harmless for, from and against any and all Losses Damages suffered, paid or incurred by such Indemnified Seller Group Member arising Person to the extent resulting from or relating tocaused by (i) any breach of any of the representations and warranties made by the Purchaser to the Sellers in Article VI of this Agreement or of any breach of any representation by Purchaser in respect thereof contained in any certificate delivered pursuant to this Agreement, directly or indirectly: 9.2.1 (ii) any breach by the Purchaser of any covenant or agreement of its representations, warranties, covenants, obligations or agreements the Purchaser contained in this Agreement or any breach by the Company of any covenant or agreement in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement to be performed by the Company after the Closing which for the avoidance of doubt does not include the covenants set forth in Sections 7.4, 7.6, 7.8 and 7.12, or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (iiii) any liability incurred by Seller pursuant Taxes attributable to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from Tax Period allocable to the operation of Purchaser under Sections 9.1 and 9.2 and any Taxes that the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or liable for under Section 9.6. (b) Notwithstanding anything to the contrary in this Section 10.2, the Indemnified Seller has otherwise agreed Persons shall be entitled to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) indemnification pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B10.2(a)(i) with respect to any matter described claim for indemnification pursuant to Section 10.2(a)(i): (i) other than in Section 9.1.2respect of claims for indemnification arising out of, resulting from or caused by a breach of the Purchaser Fundamental Representations, only if, and then only to the extent that the aggregate Damages to all Indemnified Seller does not have an indemnity obligation Persons (without duplication), with respect to all such claims, exceed the Deductible, whereupon (subject to the provisions of clause (ii) below), the Purchaser hereunder; 9.2.9 shall be obligated to pay in full all such amounts but only to the failure extent such aggregate Damages are in excess of Purchaser to timely pay the Termination Feeamount of the Deductible; and 9.2.10 (ii) only with respect to claims for indemnification made on or before the failure date that is 24 months after the Closing Date; provided, that with respect to claims for indemnification arising out of, resulting from or caused by a breach of the Purchaser Fundamental Representations, the Indemnified Seller Persons shall be entitled to obtain indemnification pursuant to Section 10.2(a)(i) with respect to any such claim indefinitely or until the unconditional and irrevocable release of Seller and its Affiliates as set forth latest date provided for their survival in Section 2.3.712.1; and (iii) only to the amount of the Cap, provided that such Cap shall not apply to the Purchaser Fundamental Representations, provided further that damages for the breach of any Purchaser Fundamental Representation shall be limited to actual damages only and in no event shall include consequential or punitive damages.

Indemnification by Purchaser. (a) Subject to Section 11.01, Purchaser shall indemnify and hold Seller, its Affiliates and their respective employees, officers and directors (collectively, the "Seller Indemnified Parties") harmless from and against, and agrees to indemnify promptly defend any Seller Indemnified Party from and to hold each reimburse any Seller Group Member harmless Indemnified Party for, from and against any and all Losses incurred losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including any Action brought by any Governmental Authority or Person and including reasonable attorneys' fees and expenses reasonably incurred) (collectively, "Losses"), which such Seller Group Member arising from Indemnified Party may at any time suffer or relating incur, or become subject to, directly as a result or indirectlyin connection with: 9.2.1 (i) the inaccuracy as of the date of this Agreement or the Closing Date of any breach representations and warranties made by Purchaser of any of its representations, warranties, covenants, obligations in or agreements in pursuant to this Agreement or in any instrument or certificate delivered by Purchaser at the Closing in accordance herewith; or (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 documents and/or other Operative instruments delivered by Purchaser pursuant to this Agreement;. 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities (b) The amounts for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay shall be liable under the terms Section 10.01(a) shall be net of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by insurance payable to Seller pursuant Indemnified Parties from their own insurance policies in connection with the facts giving rise to its being secondarily liable for withdrawal liability under the Multiemployer Plan right of indemnification and (ii) any withdrawal liability assessed against Tax benefits received by or accruing to Seller by Indemnified Parties. (c) Notwithstanding any other provision to the Multiemployer Plan as contrary, Purchaser shall not be required to indemnify and hold harmless any Seller Indemnified Party pursuant to Section 10.01(a) unless Seller has asserted a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller claim with respect to any Post-Closing Period; 9.2.7 all liabilities arising from such matters within the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as applicable survival period set forth in Section 2.3.711.01, and the cumulative indemnification obligation of Purchaser under Section 10.01(a)(i) of this Article X shall in no event exceed the Purchase Price.

Indemnification by Purchaser. From and after the applicable Closing Date, subject to the applicable provisions of this Article VIII, Purchaser agrees to indemnify shall reimburse, indemnify, defend and to hold each harmless Sellers and their respective successors, shareholders, Personnel, representatives, Affiliates and agents (collectively, the “Seller Group Member harmless for, Indemnified Parties”) from and against any and all Indemnity Losses incurred by such Seller Group Member resulting or arising from or relating to, directly to or indirectlyincurred or suffered in connection with: 9.2.1 (a) any breach of any representations or warranties of Purchaser set forth in Article V hereof; provided that no indemnification obligation shall arise under this Section 8.02(a) with respect to any representations or warranties of Purchaser relating to the Platform Closing or the transactions contemplated thereby unless and until the Platform Closing occurs in accordance with the terms of this Agreement; (b) nonperformance, noncompliance or breach by Purchaser of any of its representationscovenant, warranties, covenants, obligations obligation or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related agreement to Apache, except liabilities for which be performed by Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay ; provided that no indemnification obligation shall arise under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B8.02(b) with respect to any matter described in Section 9.1.2covenant, obligation or agreement to be performed by Purchaser under this Agreement relating to the extent that Seller does not have an indemnity obligation to Purchaser hereunderPlatform Closing or the transactions contemplated thereby unless and until the Platform Closing occurs in accordance with the terms of this Agreement; 9.2.9 the (c) any Assumed Liability, including any failure of Purchaser to timely pay assume, pay, perform and discharge any Assumed Liability; provided that no indemnification obligation shall arise under this Section 8.02(c) with respect to any Assumed Platform Liability unless and until the Termination FeePlatform Closing occurs in accordance with the terms of this Agreement; (d) each Seller’s performance of its obligations under the Interim-Subservicing Agreement only to the extent performed at the express direction of Purchaser; (e) any Liability relating to the servicing of the loans related to the Servicing Agreements (Securitization) by Purchaser or any other Person after the Servicing Closing Date; and 9.2.10 (f) any and all Proceedings, demands, assessments, audits or judgments arising out of any of the failure foregoing; provided that no indemnification obligation shall arise under this Section 8.02(f) with respect to any Proceedings, demands, assessments, audits or judgments relating to the Platform Closing or the transactions contemplated thereby, unless and until the Platform Closing occurs in accordance with the terms of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7this Agreement.

Indemnification by Purchaser. From and after the Closing and subject to the terms hereof, Purchaser agrees to defend, indemnify and to hold each Seller Group Member and its shareholders, directors, officers, Affiliates and Representatives (the “Seller Indemnified Parties”) harmless for, from and against any and all Losses Loss asserted against, imposed upon or incurred by such any Seller Group Member arising Indemnified Party by reason of, resulting from or relating to, directly or indirectlyarising out of: 9.2.1 (a) any breach by Purchaser of any of its representations, warranties, covenants, obligations representation or agreements warranty made by Purchaser in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms Section 3 of this Agreement or otherwise; 9.2.4 any other document executed and all liability and defense costs arising out of or relating delivered by Purchaser to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant at Closing with respect to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 (b) any Tax Claim breach or non-performance by Purchaser of any covenant or agreement made by Purchaser in this Agreement or any other document executed and delivered by Purchaser to Seller at Closing with respect to any Post-Closing Periodthe transactions contemplated by this Agreement; 9.2.7 all liabilities arising from the (c) any imposition (including, but not limited to, by operation of Law) or attempted imposition by a third party upon any of Seller Indemnified Parties of any of the Newsprint Assets Assumed Liabilities (except to the extent that Seller is responsible to indemnify the Purchaser Indemnified Parties as provided in Section 7.1(h)) and any Liability resulting from or arising out of the Newsprint conduct of the Business by Purchaser following the Closing; (d) any Liability under the Union Contracts or any Employment Laws with respect to the Unions or any Union Employee, provided they relate to matters that arose in connection with the transactions contemplated herein or arose on or after the Closing Date except liabilities for which as provided in Section 5.2(j); (e) any Liability under any applicable federal, provincial or local Law resulting from or arising out of the conduct of Purchaser is indemnified in connection with its hiring and employment of the Transferred Salaried Employees, the Transferred Hourly Non-Union Employees or the Union Employees, or Purchaser’s failure or refusal to hire any Employee required to be hired hereunder or Seller has otherwise agreed the refusal of any Employee to pay under accept employment with Purchaser, provided they relate to matters that arose after or in connection with the terms of this Agreement or otherwisetransactions consummated on the Closing Date; 9.2.8 (f) any liability brokerage or finders’ fees arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant out of the transaction contemplated hereby owing to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Feeparty engaged by Purchaser; and 9.2.10 the failure (g) any obligations of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7under Sections 5.2 through 5.6 hereof.

Indemnification by Purchaser. Purchaser hereby agrees to indemnify that it shall indemnify, defend and to hold each harmless the Sellers, their Affiliates, and, if applicable, their respective directors, officers, shareholders, partners, attorneys, accountants, agents and employees and their heirs, successors and assigns (the "Seller Group Member harmless forIndemnified Parties") from, from against and in respect of any damages, claims, losses, charges, actions, suits, proceedings, deficiencies, Taxes, interest, penalties, and reasonable costs and expenses (including without limitation reasonable attorneys' fees, removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring) (collectively, "Losses") imposed on, sustained, incurred or suffered by or asserted against any and all Losses incurred by such of the Seller Group Member arising from or relating toIndemnified Parties, directly or indirectly: 9.2.1 indirectly relating to or arising out of (a) any inaccuracy or breach of any representation or warranty made by Purchaser of any of its representations, warranties, covenants, obligations or agreements contained in this Agreement for the period such representation or warranty survives; (b) the breach of any covenant or agreement of Purchaser contained in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 ; (c) without duplication, any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action failure by Purchaser to perform its covenants or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as obligations set forth in Section 2.3.75.4; (d) all other liabilities relating to, or arising out of, the Companies or the Business (except for such matters for which the Sellers are obligated to indemnify the Purchaser Indemnified Parties pursuant to Section 7.3); and (e) the non-imputation endorsement referred to in Section 6.2(k) hereof (provided that Purchaser will not be required to indemnify any Losses of the Seller Indemnified Parties pursuant to this Section 7.2(e) if Purchaser has suffered Losses for which the Sellers are obligated to indemnify the Purchaser Indemnified Parties hereunder in excess of the Deductible Amount (treating any payment to be paid pursuant to Section 6.2(k) as a Loss hereunder)).

Indemnification by Purchaser. 8.2.1 From and after the Closing, Purchaser agrees to shall defend, indemnify and to hold each Seller Group Member the Stockholder and its Affiliates harmless for, from and against and in respect of any and all Losses actual losses, liabilities, damages, judgments, settlements and expenses, including interest and penalties recovered by a third party with respect thereto and reasonable attorneys' fees and expenses and reasonable accountants' fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of the Stockholder's rights arising under this Article 8 (collectively, "Seller Losses" and together with Purchaser Losses, "Losses"), incurred by such Seller Group Member the Stockholder and its Affiliates (the "Stockholder Indemnitees") arising from or relating to, directly or indirectlyout of: 9.2.1 (a) any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements representations and warranties contained in this Agreement or and the Additional Documents; and (b) any breach by Purchaser of any of its covenants in this Agreement which survive the Closing. The Stockholder shall give Purchaser prompt written notice of any third party claim which may give rise to any indemnity obligation under this Section 8.2, together with the estimated amount of such claim, and Purchaser shall have the right to assume the defense (at its expense) of any such claim through counsel of its own choosing, by so notifying the Stockholder within 30 days of receipt of the Stockholder's written notice; provided, however, that Purchaser's counsel shall be reasonably satisfactory to the Stockholder. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice. If the Stockholder desires to participate in any such defense assumed by Purchaser it may do so at its sole cost and expense, provided that if, under applicable standards of professional conduct, a conflict on any significant issue between any of the Stockholder Indemnitees and Purchaser exists in respect of such third party claim, Purchaser shall pay the reasonable fees and expenses of one such additional counsel as may be required to be retained in order to resolve conflict. Purchaser shall be liable for the fees and expenses of counsel employed by the Stockholder for any period during which Purchaser has not assumed the defense thereof (other Operative Agreementthan during any period in which Purchaser shall have failed to give notice of the third party claim as provided above). If Purchaser assumes such defense, the Stockholder shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Purchaser, it being understood that Purchaser shall control such defense. If Purchaser chooses to defend or prosecute a third party claim, the Stockholder shall cooperate in the defense or prosecution thereof, which cooperation shall include the retention and the provision to Purchaser of records and information which are reasonably relevant to such third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Purchaser chooses to defend or prosecute any third party claim, the Stockholder will agree to any settlement, compromise or discharge of such third 44 party claim which Purchaser may recommend and which by its terms obligates Purchaser to pay the full amount of liability in connection with such third party claim; provided, however, that, without the Stockholder's consent, which shall not be unreasonably withheld, Purchaser shall not consent to entry of any judgment or enter into any settlement (x) that provides for injunctive or other nonmonetary relief affecting the Stockholder or any Affiliate thereof, or (y) that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Stockholder Indemnitee that is the subject of such third party claim of a release from all liability with respect to such claim. 8.2.2 The foregoing obligation to indemnify the Stockholder and its Affiliates set forth in Section 8.2.1 shall be subject to each of the following limitations: (a) Purchaser's indemnification obligation for any breach of the representations and warranties contained in this Agreement and in the Additional Documents and pursuant to Section 8.2.5 shall survive only until December 31, 1999, and thereafter all such representations and warranties of Purchaser under this Agreement shall be extinguished. No claim for the recovery of such Seller Losses may be asserted by the Stockholder or any of its Affiliates after such period; provided, however, that claims first asserted in writing with reasonable specificity within such period shall not thereafter be barred; 9.2.2 (b) No reimbursement for Seller Losses asserted against Buyer under Section 8.2.1 above shall be required unless and until the cumulative aggregate amount of such Seller Losses equals or exceeds $1,760,000 (the "Purchaser Threshold") and then only to the extent that the cumulative aggregate amount of Seller Losses, as finally determined, exceeds said Purchaser Threshold; provided, however, that in calculating whether Seller Losses exceed such Purchaser Threshold any Assumed Obligation;Seller Losses which individually total less than $10,000 each ("De Minimis Seller Losses") shall be excluded in their entirety and Purchaser in any event shall have no liability hereunder to the Stockholder and its Affiliates for any such De Minimis Seller Losses. To the extent any Seller Loss is not a De Minimis Seller Loss, the full amount of such Seller Loss individually or, in the aggregate with the full amount of such other Seller Losses that are not De Minimis Seller Losses, shall be included in any calculation to determine whether the cumulative aggregate amount of Seller Losses equals or exceeds the Purchaser Threshold. 9.2.3 (c) Purchaser's liability to the Stockholder and its Affiliates under Section 8.2.1 for Seller Losses in excess of the Seller Threshold shall not exceed $20,000,000. 8.2.3 The indemnities provided in this Section 8.2 shall survive the Closing. Except for actual fraud (including securities and tax fraud) the indemnity provided in this Section 8.2 and the adjustment provided by Section 2.3 shall be the sole and exclusive remedy of the indemnified party against Purchaser at law or equity for any matter covered by paragraphs 8.2.1(a) and (b). 8.2.4 In no event shall Purchaser be liable to the Stockholder or its Affiliates for special, indirect, incidental, consequential or punitive damages (except for special, indirect, incidental, consequential or punitive damages that are asserted by a third party in a bona fide third party claim). 8.2.5 Purchaser shall indemnify, defend and hold harmless the Stockholder Indemnitees from and against any Taxes imposed upon the Company or any subsidiaries thereof (other than Taxes imposed on the Company (other than Taxes of the Company) pursuant to Treasury Regulations Section 1.1502-6 (or any comparable provision under state or local law or regulation imposing several liability on members of a consolidated, combined, affiliated or obligation unitary group) by application of being a member of the Stockholder's consolidated, affiliated or related unitary group) with respect to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under taxable period beginning after the Multiemployer Plan Closing Date and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller Straddle Period, but only with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation portion of such Straddle Period beginning the Newsprint Assets or the Newsprint Business on or day after the Closing Date except liabilities and in the manner provided for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.78.1.5 hereof.

Indemnification by Purchaser. (a) Purchaser agrees to shall indemnify in full Seller and to hold each Seller Group Member it harmless for, from and against any and all Losses Loss, whether or not actually incurred by such Seller Group Member prior to the date referred to in Section 9.2(d), arising from from, relating to or relating to, directly or indirectly: 9.2.1 constituting (i) any breach by Purchaser of or inaccuracy in any of its representations, warranties, covenants, obligations or agreements the representations and warranties of Purchaser contained in this Agreement or in any other Operative certificate delivered by or on behalf of the Purchasing Companies pursuant to this Agreement;, (ii) any breach of any of the agreements of Purchaser contained in this Agreement, (iii) the failure of any of the Purchasing Companies to assume, pay and discharge the Assumed Liabilities and (iv) any Liability to the extent resulting from the ownership or use of the Acquired Assets or operation of the Acquired Companies after Closing (“Seller Losses”). 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related (b) Purchaser shall indemnify Seller for Seller Losses attributable to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 causes described in clause (i) any liability incurred by of Section 9.2(a) only if the aggregate amount of all Seller pursuant Losses attributable to its being secondarily such causes exceeds the Basket Amount, in which case Purchaser shall be liable for withdrawal the aggregate amount of Seller Losses in excess of the Basket Amount. (c) Purchaser’s liability under Section 9.2 for Seller Losses, other than (i) those described in Section 9.2(a)(i) resulting from any breaches of or inaccuracies in the Multiemployer Plan representations and warranties contained in any of Sections 4.1, 4.2 and 4.3(a), and (ii) any withdrawal those described in Section 9.2(a)(ii) shall not exceed the Indemnification Escrow Amount. (d) If Seller has a claim for indemnification under this Section 9.2, Seller shall deliver to Purchaser one or more written notices of Seller Losses (a “Seller Claim”) on or before September 30, 2007. Purchaser shall have no liability assessed against Seller under this Section 9.2 unless the written notices required by the Multiemployer Plan as a result preceding sentence are given by the date specified, provided that the foregoing limitation shall not apply to Seller Claims for breaches by Purchaser of its agreements pursuant to Sections 2.9 or 2.10 of this Agreement. Any written notice shall state in reasonable detail the basis for Seller Losses to the extent then known by Seller and the nature of Seller Losses for which indemnification is sought. The Seller Claim shall state the amount of Seller Losses claimed if then known to Seller. If the amount is not known at the time of the transactions contemplated by this Agreement; 9.2.6 any Tax submission of the Seller Claim, the Seller shall submit an amended Seller Claim promptly after the amount thereof shall have become known to Seller. If such written notice (or an amended notice) states the amount of Seller Losses claimed and Purchaser notifies Seller that Purchaser does not dispute the claim described in such notice or fails to notify Seller within twenty (20) business days after delivery of such notice by Seller whether Purchaser disputes the claim described in such notice, Seller Losses in the amount specified in Seller’s notice shall be admitted by Purchaser, and Purchaser shall pay the amount of Seller Losses to Seller. If Purchaser has timely disputed its liability with respect to any Post-Closing Period; 9.2.7 all liabilities arising from such claim, Purchaser and Seller shall proceed in good faith to negotiate a resolution of such dispute. If a claim for indemnification has not been resolved within thirty (30) days after delivery of Purchaser’s notice, Seller may seek recourse to arbitration as provided in Section 10.13. If a Seller Claim does not state the operation amount of the Newsprint Assets or Seller Losses claimed, such omission shall not preclude Seller from recovering from Purchaser the Newsprint Business on or amount of the Seller Losses described in such Seller Claim if any such amount is provided in an amended Seller Claim submitted promptly after the Closing Date amount thereof shall have become known to Seller. In order to assert its right to indemnification under this Article IX, Seller shall not be required to provide any notice except liabilities as provided in this Section 9.2(d). (e) Purchaser shall pay the amount of any Seller Losses to Seller within ten (10) days following the determination of Purchaser’s liability for which Purchaser and the amount of Seller Losses (whether such determination is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted made pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as procedures set forth in this Section 2.3.79.2, by agreement between Seller and Purchaser, by arbitration award or by final adjudication).

Indemnification by Purchaser. Purchaser agrees (a) Subject to indemnify and to hold each Seller Group Member harmless for, from and against any and all Losses incurred by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms and conditions of this Agreement Article 8, and as Seller's sole and exclusive remedy (in contract, tort or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of in connection with the transactions contemplated by this Agreement;, Purchaser agrees to indemnify and hold Seller and its present and future Affiliates (collectively, the "Seller Indemnified Parties") harmless from, against and in respect of any and all damages, losses, liabilities, claims, deficiencies or expenses resulting from, or arising out of, any of the following (collectively "Seller Claims," and together with the Purchaser Claims, the "Claims"): 9.2.6 (i) any Tax Claim breach of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the representations and warranties made by Purchaser in this Agreement or Purchaser's ownership and operation of the Newsprint Assets or the Newsprint Business on or Company after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwiseDate; 9.2.8 (ii) the nonfulfillment of any liability arising from any action by covenant or agreement of Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling this Agreement, other than Purchaser's obligations under Article 6 or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination FeeArticle 9; and 9.2.10 (iii) Purchaser's obligations under Article 6 or Article 9 of this Agreement; (iv) together with any and all actions, suits, claims, proceedings, investigations, audits, demands, assessments, fines, judgments, costs and other expenses (including, without limitation, reasonable audit and legal fees) incurred by a Seller Indemnified Party in connection therewith. (b) Purchaser's obligations pursuant to this Section 8.2 shall terminate on the failure one-year anniversary of Purchaser the Closing Date; provided, however, that any Seller Claim pursuant to obtain Section 8.2(a)(iii) shall survive indefinitely except as otherwise provided in Article 6 or Article 9. Notwithstanding the unconditional and irrevocable release preceding sentence, but subject to the remainder of Section 8.2, any Seller and its Affiliates as set forth Claim timely made in accordance with Section 2.3.78.3 shall survive until resolved.

Indemnification by Purchaser. (a) Subject to the limitations set forth herein, Purchaser hereby agrees to defend, indemnify and to hold each harmless Seller Group Member harmless forand its affiliates, partners, members, officers, directors, employees, agents, successors and assigns (“Seller Indemnitees") from and against any and all Losses incurred by such Seller Group Member arising from occasioned or relating caused by, resulting from, related to, directly or indirectly: 9.2.1 arising out of (i) any breach material failure by Purchaser of any of to perform its representations, warranties, covenants, covenants or obligations or agreements as set forth in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability certificate or obligation of or related to Apache, except liabilities for which instrument delivered by Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and this Agreement; (ii) any withdrawal liability assessed against Seller inaccuracy in or breach of any of the representations or warranties of Purchaser contained in this Agreement or any document or instrument delivered pursuant to this Agreement; (iii) any claim by the Multiemployer Plan as a result of any Person with whom Purchaser has, directly or indirectly, dealt for any finder’s or broker’s fee or commission or similar payment in connection with the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities ; (iv) Seller’s obligations under the Lease Guaranty (arising from events occurring after the operation of the Newsprint Assets or the Newsprint Business Closing) that arise on or after prior to April 30, 2009, as such date may be extended by Seller pursuant to Section 6.10(d); and (v) any and all actions, suits, litigations, arbitrations, proceedings, investigations, claims or liabilities brought by a Seller Indemnitee to enforce the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms provisions of this Agreement Section 9.3(a). (b) Purchaser shall not be liable for any Loss or otherwise; 9.2.8 any liability arising from any action Losses (i) unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) unless and until the aggregate amount of all Losses incurred by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) Seller pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a9.3(a) or exceeds two hundred fifty thousand dollars (B) with respect to any matter described in Section 9.1.2$250,000), and then only to the extent that the amount of such Losses exceeds such amount. (c) Purchaser’s aggregate liability to all Seller does Indemnitees under this Article IX shall in no event exceed ten million dollars ($10,000,000). (d) In addition to the limitations set forth in Sections 9.3(b) and (c), Purchaser shall not have an indemnity obligation be obligated to indemnify any Seller Indemnitee with respect to (i) any covenant or condition waived by Purchaser hereunder;on or prior to any Closing, or (ii) any indirect, special, incidental, consequential or punitive damages claimed by a Seller Indemnitee resulting from Purchaser’s breach of any representation or warranty, covenant or agreement (except to the extent that Seller’s loss results from Seller becoming liable to a third party for any special, incidental, consequential or punitive damages). 9.2.9 (e) In addition to the failure indemnification obligations of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.79.3(a), Purchaser shall indemnify Seller Indemnitees against any Losses caused by, resulting from, related to, or arising out of claims by current or former employees, directors, officers or stockholders of any Majority-Owned Company with respect to the adequacy or sufficiency of any Retention Bonus payment received or to be received by such persons in connection with or following the consummation of the transactions contemplated hereby. The indemnification obligations of Purchaser pursuant to this Section 9.3(e) shall not be subject to the limitations set forth in Section 9.3(d) and Section 9.3(c).

Indemnification by Purchaser. (a) Subject to the provisions of this Article XI, Purchaser agrees to shall indemnify and to hold each Seller Group Member and its Affiliates, together with their respective members, directors, officers, employees, agents, successors and permitted assigns (the “Seller Indemnified Parties”) harmless for, from and against any and all Losses incurred by such a Seller Group Member arising from Indemnified Party based upon, attributable to or relating to, directly or indirectlyresulting primarily from: 9.2.1 any breach by Purchaser (i) the failure of any representation or warranty of its representations, warranties, covenants, obligations or agreements Purchaser set forth in this Agreement (including in the Financing Certificate) to be true and correct at the Closing Date (without giving effect to any materiality or in any other Operative AgreementMaterial Adverse Effect qualifiers set forth therein); 9.2.2 (ii) the breach of any covenant or other agreement on the part of Purchaser or BMC under this Agreement to be performed prior to the Closing; and (iii) any Assumed Obligation;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 Seller for breach of any covenant of Purchaser or BMC under this Agreement to be performed after the Closing, which Liability of Purchaser and remedy of Seller is not limited by Article XI), or use of the Purchased Assets after the Closing Date. 9.2.3 (b) Seller acknowledges and agrees that Purchaser shall not have any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms any provision of this Agreement or otherwise; 9.2.4 for any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, Loss to the extent that such Loss arises from an action or a failure to act by Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure or any of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7after the Closing Date. Seller shall take and cause its Affiliates (and shall use commercially reasonable efforts to cause the other Seller Indemnified Parties) to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to the Loss.

Indemnification by Purchaser. (a) The Purchaser agrees to shall hold harmless and indemnify the Seller from and to hold each against, and shall compensate and reimburse the Seller Group Member harmless for, from and against any and all Losses Damages that are directly or indirectly suffered or incurred by the Seller or to which the Seller may otherwise become subject at any time (regardless of whether or not such Seller Group Member arising Damages relate to any third-party claim) and that arise directly or indirectly from or relating toas a direct or indirect result of, or are directly or indirectlyindirectly connected with: 9.2.1 (i) any breach failure on the part of the Purchaser to perform and discharge the Assumed Liabilities on a timely basis; (ii) any Breach of any representation or warranty made by the Purchaser in this Agreement or any of the Transactional Agreements; (iii) any Breach of any covenant or obligation of the Purchaser contained in this Agreement or any of the Transactional Agreements; or (iv) any Proceeding relating directly or indirectly to any failure or Breach of the type referred to in clause “(i)”, “(ii)” or “(iii)” above (including any Proceeding commenced by the Seller for the purpose of enforcing its rights under this Section 9.3). (b) Subject to Section 9.3(c), the Purchaser shall not be required to make any indemnification payment pursuant to Section 9.3(a) for any Breach of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation representations and warranties until such time as the total amount of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under all Damages (including the terms of this Agreement or otherwise; 9.2.4 any Damages arising from such Breach and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability other Damages arising from any action other Breaches of its representations or warranties) that have been directly or indirectly suffered or incurred by the Seller, or to which the Seller have otherwise become subject, exceeds $25,000 in the aggregate. (If the total amount of such Damages exceeds $25,000 in the aggregate, the Seller shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding $25,000.) (c) The limitation on the indemnification obligations of the Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as is set forth in Section 2.3.79.3(b) shall not apply to any Breach arising directly or indirectly from any circumstance of which the Purchaser had knowledge on or prior to the Closing Date.

Indemnification by Purchaser. (a) Subject to the provisions of this Article IX and except with respect to indemnification for Taxes (which shall be governed exclusively by Article VI), effective at and after the Closing, Purchaser agrees to indemnify shall indemnify, defend and to hold each harmless Seller Group Member harmless forand its Affiliates (collectively, the “Seller Indemnified Parties”), from and against any and all Covered Losses incurred or suffered by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related the Seller Indemnified Parties to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs extent arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 resulting from (i) the failure of any liability incurred by Seller pursuant representation or warranty of Purchaser contained in Article IV to its being secondarily liable for withdrawal liability under be true and correct as of the Multiemployer Plan Closing Date (or with respect to representations and warranties that are made as of a specific date, the failure of such representations and warranties to be true and correct as of such date); (ii) any withdrawal liability assessed against breach of any covenant or agreement of Purchaser contained in this Agreement; and (iii) any Assumed Liability (including any Assumed Liabilities of the Target Entities). (b) Notwithstanding any provision to the contrary (other than those provisions contained in Article VI): (i) Purchaser shall not be required to indemnify, defend or hold harmless any Seller by Indemnified Party against, or reimburse any Seller Indemnified Party for, any Covered Losses pursuant to Section 9.3(a)(i) (other than for a breach of or inaccuracy in the Multiemployer Plan Purchaser Fundamental Representations), (A) unless the claim involves Covered Losses in excess of the De Minimis Amount and if such Covered Losses do not exceed the De Minimis Amount, such Covered Losses shall not be applied to or considered for the Deductible or otherwise for purposes of calculating the aggregate amount of the Seller Indemnified Parties’ Covered Losses under this Section 9.3(b)(i) (other than for a breach of or inaccuracy in the Purchaser Fundamental Representations); and (B) until the aggregate amount of the Seller Indemnified Parties’ Covered Losses under Section 9.3(a)(i) (other than for a breach of or inaccuracy in the Purchaser Fundamental Representations) exceeds the Deductible, after which Purchaser shall be obligated for all the Seller Indemnified Parties’ Covered Losses under Section 9.3(a)(i) (other than for a breach of or inaccuracy in the Purchaser Fundamental Representations) in excess of the Deductible, subject to Section 9.3(b)(i)(A) and Section 9.3(b)(ii); and (ii) the cumulative indemnification obligation of Purchaser under (A) Section 9.3(a)(i) (other than for a breach of or inaccuracy in the Purchaser Fundamental Representations) shall in no event exceed the Cap, (B) Section 9.3(a)(i) solely as a result of a breach of or inaccuracy in the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from Purchaser Fundamental Representations shall in no event exceed the operation of Purchase Price, and (C) Section 9.3(a)(ii) shall in no event exceed the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Purchase Price.

Indemnification by Purchaser. (a) Subject to the provisions of this Article IX and except with respect to indemnification for Taxes (which shall be governed exclusively by Article VI), effective at and after the Closing, Purchaser agrees to indemnify shall indemnify, defend and to hold each harmless Seller Group Member harmless forand its Affiliates (collectively, the “Seller Indemnified Parties”), from and against any and all Covered Losses incurred or suffered by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related the Seller Indemnified Parties to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs extent arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 resulting from (i) the failure of any liability incurred by Seller pursuant representation or warranty of Purchaser contained in Article IV to its being secondarily liable for withdrawal liability under be true and correct as of the Multiemployer Plan Closing Date or, solely with respect to representations and warranties contained in Section 4.1 and Section 4.2 and, with respect to GCP Tecnologías Venezuela, S.A., Section 4.7 , the Deferred Retained Closing Date (or with respect to representations and warranties that are made as of a specific date, the failure of such representations and warranties to be true and correct as of such date); (ii) any withdrawal liability assessed against breach of any covenant or agreement of Purchaser contained in this Agreement; and (iii) any Assumed Liability (including any Assumed Liabilities of the Target Entities) (for the avoidance of doubt, including any Assumed Liability with respect to the Deferred Target Business). (b) Notwithstanding any provision to the contrary (other than those provisions contained in Article VI): (i) Purchaser shall not be required to indemnify, defend or hold harmless any Seller by Indemnified Party against, or reimburse any Seller Indemnified Party for, any Covered Losses pursuant to Section 9.3(a)(i) (other than for a breach of or inaccuracy in the Multiemployer Plan Purchaser Fundamental Representations), (A) unless the claim involves Covered Losses in excess of the De Minimis Amount and if such Covered Losses do not exceed the De Minimis Amount, such Covered Losses shall not be applied to or considered for the Deductible or otherwise for purposes of calculating the aggregate amount of the Seller Indemnified Parties’ Covered Losses under this Section 9.3(b)(i) (other than for a breach of or inaccuracy in the Purchaser Fundamental Representations); and (B) until the aggregate amount of the Seller Indemnified Parties’ Covered Losses under Section 9.3(a)(i) (other than for a breach of or inaccuracy in the Purchaser Fundamental Representations) exceeds the Deductible, after which Purchaser shall be obligated for all the Seller Indemnified Parties’ Covered Losses under Section 9.3(a)(i) (other than for a breach of or inaccuracy in the Purchaser Fundamental Representations) in excess of the Deductible, subject to Section 9.3(b)(i)(A) and Section 9.3(b)(ii); and (ii) the cumulative indemnification obligation of Purchaser under (A) Section 9.3(a)(i) (other than for a breach of or inaccuracy in the Purchaser Fundamental Representations) shall in no event exceed the Cap, (B) Section 9.3(a)(i) solely as a result of a breach of or inaccuracy in the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from Purchaser Fundamental Representations shall in no event exceed the operation of Purchase Price, and (C) Section 9.3(a)(ii) shall in no event exceed the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Purchase Price.

Indemnification by Purchaser. Purchaser agrees to indemnify From and after the Closing, and to the fullest extent permitted by Law, Purchaser shall indemnify, defend, and hold harmless the Seller, their successors and assigns, their parents, affiliates and subsidiaries, and its partners, managers, members, directors, shareholders, officers, employees, agents, representatives, contractors, and subcontractors, (in each case specifically excluding Purchaser) (collectively, the “Seller Group Member harmless for, Indemnified Persons”) from and against any and all Losses incurred Liabilities, Actions, losses, strict liability claims, demands, judgments, orders, fines, penalties, damages, expenses (including reasonable attorneys’ and consultants’ fees), costs, environmental assessment and remediation costs asserted by such Seller Group Member any person (collectively, the “Losses”), arising from or relating to, directly or indirectlyto the following: 9.2.1 (a) the business and operations of the Terminal Assets, and the ownership and use of the Terminal Assets by the Purchaser or its affiliates, in each case after the Closing and to the extent such Losses are not Seller Responsibilities; (b) any inaccuracy or breach by of a representation or warranty of Purchaser of any of its representations, warranties, covenants, obligations or agreements contained in this Agreement (including any Schedule) or in any other Operative Agreementcertificate delivered pursuant hereto; 9.2.2 (c) any Assumed Obligation;breach of any covenant or agreement of Purchaser contained in this Agreement; and 9.2.3 (d) any liability or obligation of or related to Apache, except liabilities Taxes for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay responsible under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of ; EVEN IF SUCH LOSSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF A SELLER INDEMNIFIED PERSON, but excepting in each case Losses against which Seller with respect would be required to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which indemnify a Purchaser is indemnified hereunder or Seller has otherwise agreed to pay Indemnified Person under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.78.2.

Indemnification by Purchaser. Except as otherwise expressly provided in this Article VI, Purchaser agrees to shall defend, indemnify and to hold harmless Seller, Mack, and each of their respective subsidiaries, shareholders, affiliaxxx, officers, directors, employees, agents, successors and assigns (Seller Group Member harmless and such persons and entities, collectively, "Seller's Indemnified Persons"), and shall reimburse Seller's Indemnified Persons, for, from and against any and all Losses imposed on or incurred by such Seller Group Member arising from or relating toSeller's Indemnified Persons, directly or indirectly: 9.2.1 , 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 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 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 Mack, as applicable, will pay over to Purchaser any insurance proceeds xxxually received by Seller or Mack in respect of any such Losses to the extent such Losses shall havx xxen paid by Purchaser pursuant to this Section 6.3 and such proceeds have not already been applied by Seller or Mack, as applicable, to offset all or any portion of such Losses; provxxxx further, however, that Seller or Mack, in their sole and absolute discretion, may determine whether or xxx to file or pursue a claim under any insurance that might be applicable to the matters underlying any such Losses and neither Seller nor Mack shall have any obligation to file or pursue a claim under any sucx xxsurance. Notwithstanding the foregoing, neither Seller nor Mack shall be entitled to assert any claim for indemnification under txxx 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 time any and all claims of Seller and/or Mack for indemnification in excess of Seller's Basket may be asserted; xxxvided, however, that Seller's Basket shall not be applicable to any Losses attributable to (a) the failure of Purchaser to pay Seller any portion of the Purchase Consideration, (b) any breach by Purchaser of any of its representationsrepresentation, warrantieswarranty, covenants, obligations covenant or agreements obligation set forth in this Agreement or in any other Operative Agreement; 9.2.2 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 Mack, as appropriate, any Assumed Obligation; 9.2.3 portion of the Debt Holdback (to the extent Xxxxhaser is required to pay any liability portion of the Debt Holdback to Seller pursuant to Schedule 1.2.2) or obligation any portion of or related the Final Debt Consideration Amount (to Apache, except liabilities for which the extent Purchaser is indemnified hereunder or Seller has otherwise agreed 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 of Purchaser hereunder if either Seller or Mack had Actual Knowledge of such breach at or prior to the terms Closing. Txx xrovisions of this Section shall survive the termination of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under shall survive the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Closing.

Indemnification by Purchaser. Subject to Section 8.1 and notwithstanding the Closing, Purchaser agrees indemnifies and fully defends, saves and holds Seller, and its directors, officers, agents and employees, harmless in accordance with this Section 8.3 if Seller shall at any time or from time to indemnify and time suffer any Losses arising out of or resulting from, or shall pay or become obligated to hold each Seller Group Member harmless forpay any sum on account of, from and against any and all Losses incurred by such Seller Group Member arising from one or relating to, directly or indirectlymore of the following: 9.2.1 (a) any untruth or inaccuracy in any representation or certification of Purchaser or the breach by Purchaser of any warranty of its representations, warranties, covenants, obligations or agreements Purchaser contained in this Agreement or in any other Operative Agreementcertificate, document or instrument delivered to Seller in connection with the Closing; 9.2.2 (b) any Assumed Obligation;failure of Purchaser to duly perform or observe any term, provision, covenant, agreement or condition contained in this Agreement to be performed or observed by Purchaser; or 9.2.3 (c) any liability and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any of the foregoing or obligation in enforcing this indemnity. provided, however, that Seller shall have no rights to any payment under Section 8.3 (i) unless and until the Losses in the aggregate for which Seller may seek indemnification hereunder exceed $150,000 and (ii) unless and until the aggregate amount of or Losses in the aggregate for which Seller may seek indemnification hereunder exceed $1,000,000, and then only for the amount by which all such Losses in the aggregate exceed $650,000 (including the $150,000 limitation set forth in clause (i) above); notwithstanding the foregoing, the aggregate amount of Losses for which Seller may be indemnified shall not exceed the Merger Consideration. Notwithstanding the foregoing, if such Losses are curable by Purchaser within fifteen (15) days through the exercise of its reasonable best efforts after being given notice of such Losses in accordance with Section 8.4 (which shall serve to preserve Seller’s indemnification rights hereunder for such Losses and any subsequent related Losses incurred by Seller during the applicable cure period if given within the applicable time frame specified in Section 8.1), then for so long as Purchaser continues to Apacheexercise such reasonable best efforts during such fifteen (15) day period Seller may not seek indemnification under this Section 8.3 for such Losses unless such Losses and any subsequent related Losses are not fully cured within fifteen (15) days from written notice to Purchaser of such Losses (provided, except liabilities that no cure period shall be required for Losses which by their nature cannot be cured). Seller shall have the right, but not the obligation, to participate at its own expense in the defense of any Proceeding for which Purchaser is indemnified hereunder or required to indemnify and defend Seller has otherwise agreed pursuant to pay under this Section 8.3 by counsel of the terms Seller’s choice and shall in any event cooperate with and assist Purchaser to the extent reasonably possible. If Purchaser assumes the defense of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 such Proceeding in accordance with Section 8.4: (i) no compromise or settlement of such claims may be effected without Seller’s consent, which shall not be unreasonably withheld, unless (x) there is no finding or admission of any liability incurred violation of federal, state, local, municipal, foreign, international, multinational or other administrative order, law, ordinance, principal of common law, regulation, statute or treaty or any violation of the rights of any Person and no effect on any other claims that may be made against Seller and (y) the sole relief provided is monetary damages that are paid in full by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan Purchaser; and (ii) any withdrawal Seller will have no liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from compromise or settlement of such claims effected without the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Seller’s consent.

Indemnification by Purchaser. 10.5.1 From and after the Closing Date, Purchaser agrees shall, subject to indemnify the provisions of this Article X, indemnify, defend and to hold each Seller Group Member Prestolite and its Affiliates harmless for, from and against any and all Losses Liabilities (other than the Excluded Liabilities) that are actually suffered or incurred by such Seller Group Member Prestolite arising from or relating to, directly or indirectlyfrom: 9.2.1 (a) The failure of Purchaser to assume, pay, perform and discharge the Assumed Liabilities; (b) Any inaccuracy or breach of any breach representation and warranty, covenant, obligation or agreement of Purchaser contained in this Agreement, the Purchase Documents or any certificate delivered by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement;at the Closing; and 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (ic) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the Purchaser's operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities or arising out of Purchaser's use, ownership or possession of the Acquired Assets or occupancy or operation of any of the Facility on or after the Closing Date. 10.5.2 Purchaser's obligation to indemnify Prestolite for which breaches of its representations and warranties will, in each instance, survive for the same time period as the underlying representation and warranty, unless Prestolite notifies Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant a breach prior to the final sentence conclusion of Section 5.12(a) or (B) with respect such time period, in which case Prestolite is entitled to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity seek indemnification for such breach. Purchaser's obligation to Purchaser hereunder; 9.2.9 indemnify Prestolite in accordance with this Article X for the failure Acquired Assets, Acquired Liabilities or breaches of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional covenants (including, without limitation, Sections 10.5.1(a), (b) and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7.(c)) will survive indefinitely. -------------------------------

Indemnification by Purchaser. Except with respect to Tax matters (which are governed by Section 5.11): (a) Subject to all applicable terms and conditions of this Article VIII, Purchaser hereby agrees to indemnify Seller and its Affiliates and each of their respective officers, directors, employees, stockholders, agents and Representatives against, and agrees to hold each Seller Group Member them harmless forfrom, from and against any and all Losses as incurred by such Seller Group Member to the extent arising from from, relating to or relating to, directly or indirectlyotherwise in respect of: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and breach of any representation or warranty of Purchaser contained in this Agreement; (ii) any withdrawal liability assessed against breach of any covenant or agreement of Purchaser contained in this Agreement; (iii) (A) the portion of any Pre-Closing Environmental Liabilities which are included within the Environmental Deductible under Section 8.3(a), and (B) the portion of any Pre-Closing Environmental Liabilities which exceeds the Cap under Section 8.3(a) (the “Excess Environmental Liabilities”), provided, however, that Purchaser will not be obligated to indemnify Seller by for such Excess Environmental Liabilities unless such Excess Environmental Liabilities: (1) are directly attributable to the Multiemployer Plan as presence of Hazardous Substances on any of the Real Property; (2) are not a result Superfund Site Liability; (3) Seller has made a claim for indemnification for the Excess Environmental Liabilities within three (3) years of the Closing Date (Purchaser acknowledges that Seller may make such claim whether or not Seller has exhausted its obligations to indemnify Purchaser); and (4) such Excess Environmental Liabilities, in the aggregate, do not exceed $10,000,000; (iv) any fraud or willful misconduct of Purchaser in connection with the transactions contemplated by this Agreement; 9.2.6 (v) other than any Tax Claim of Seller Excluded Liability, all Employment-related Obligations arising or accruing with respect to any Post-period after the Closing Period; 9.2.7 all liabilities arising from with respect to the operation of the Newsprint Assets Continuing Employees and any Employees hired by Purchaser, its Affiliates or the Newsprint Business Railroads after the Closing Date, including any liability for payments under any short-term disability or salary continuation plan for periods after the Closing and any reinstatement, rehire, provision of leave or similar obligation arising on or after the Closing Date except liabilities for which with respect to any Law, including any law regarding family, medical, military or other leave of absence, and any Employment-related Obligation (other than any Excluded Liability) arising or accruing with respect to periods prior to the Closing to the extent such Employment-related Obligation is reflected in the calculation of Closing Working Capital in the Final Working Capital Statement; (vi) (A) failures to comply with the License by Purchaser is indemnified hereunder or any of the Railroads after the Closing; (B) the use of the Included Seller has otherwise agreed Owned Computer Software; (C) failures to pay under comply by Purchaser or any of the Railroads after the Closing with the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (Blicenses set forth on Schedule 5.12(b) with respect to the Included Licensed Computer Software; (D) use by Purchaser or any matter described in Section 9.1.2, of the Railroads after the Closing of any Computer Hardware; and (E) use by Purchaser or any of the Railroads after the Closing of the Support Services; and, (vii) the operation by Purchaser of the Railroads subsequent to the extent that Seller does not have an indemnity obligation to Purchaser hereunder;Closing. 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates (b) Except as set forth in Section 2.3.75.11 and in this paragraph (b), Seller acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud or willful misconduct on the part of Purchaser in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant or agreement set forth herein or otherwise relating to the subject matter of this Agreement (but not including any claims arising after the Closing under the express terms of any of the Ancillary Documents), shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing, except as set forth in the following sentence, Seller hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant or agreement set forth herein or otherwise relating to the subject matter of this Agreement it may have against Purchaser and its respective Affiliates and each of their respective officers, directors, employees, stockholders, agents and Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Section 5.11 and this Article VIII. Subject to Seller’s obligations to indemnify Purchaser and its Affiliates pursuant to Section 8.3, Seller reserves the right to assert against Purchaser any claim it might have under Law with respect to an Environmental Liability.

Indemnification by Purchaser. (a) Purchaser covenants and agrees to indemnify and to hold each Seller Group Member harmless forthe Company and the Shareholders and their respective directors, officers, employees, agents, advisors, representatives and Affiliates (the "Company Indemnitees") from and against any and all Losses incurred by such Seller Group Member arising resulting from or relating toarising out of (i) any inaccuracy, directly or indirectly: 9.2.1 any breach of, a representation or warranty made by Purchaser of any of its representations, warranties, covenants, obligations or agreements Merger Sub in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability certificate delivered by Purchaser or obligation of or related Merger Sub at the Closing pursuant to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms express provisions of this Agreement or otherwise;(ii) the failure by Purchaser or Merger Sub to perform any covenant, agreement, or undertaking of Purchaser or Merger Sub in any part of this Agreement. 9.2.4 (b) No indemnification payment shall be made by Purchaser pursuant to this Agreement until the amounts which the Company Indemnitees would otherwise be entitled to receive as indemnification under this Agreement aggregate exceed the Basket Amount, at which time the Company Indemnitees shall be entitled to indemnification for one hundred percent (100%) of all claims and liabilities that exceed the Purchaser Minimum Threshold. The indemnification provisions set forth in Section 10.2(a) with respect to a breach of Sections 3.3, 3.5, 5.5, 6.8, 6.13 or 6.17 or claim based upon "Purchaser Fraud" shall not be subject to the Basket Amount or the Purchaser Minimum Threshold and shall be indemnified to the Company Indemnitees dollar for dollar to the extent any and all liability and defense costs with respect to such matter exists. A Company Indemnitee shall not be entitled to assert a claim for indemnification pursuant to this Section 10.2 unless the Losses incurred by such Company Indemnitee with respect to such claim exceed Ten Thousand Dollars ($10,000) (the "Purchaser Minimum Threshold"). (c) The maximum liability of Purchaser for any indemnification claim arising out of from or relating to this Agreement or the transactions contemplated hereby, whether asserted as breach of contract, tort, violation of statute or otherwise, irrespective of the theory or basis of such claim, shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in connection with a breach of a representation or warranty by Purchaser or Merger Sub; provided, that the limitation set forth in this sentence shall not apply to the commission of "Purchaser Fraud" by Purchaser, Merger Sub or any claim for COBRA continuation coverage by of their Affiliates with respect to any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant matters pertaining to its being secondarily liable for withdrawal liability under this Agreement and the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result consummation of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms hereby. For purposes of this Agreement Section 10.2(c), the term "Purchaser Fraud" shall include any grossly negligent or otherwise; 9.2.8 intentional misrepresentation by Purchaser, Merger Sub or any liability arising from any action of their Affiliates. The limitations set forth in this Section 10.2(c) shall not apply to the failure by Purchaser or its counselMerger Sub to perform any covenant, environmental consultantsagreement, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure undertaking of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth or Merger Sub contained in Section 2.3.7this Agreement.

Indemnification by Purchaser. (a) Subject to the terms and conditions of this Article 8, as Seller's sole and exclusive remedy (in contract, tort or otherwise but excluding claims relating to fraud) in connection with the transactions contemplated by this Agreement, and notwithstanding the Closing and regardless of any investigation at any time made by or on behalf of Seller or of any knowledge or information that Seller may have, Purchaser agrees to indemnify and to hold each the Seller Group Member and its present and future Affiliates (collectively, the "Seller Indemnified Parties") harmless forfrom, from against and against in respect of any and all Losses incurred by such damages, losses, liabilities, claims, deficiencies or expenses resulting from, or arising out of, any of the following (collectively "Seller Group Member arising from or relating toClaims," and together with the Purchaser Claims, directly or indirectly:the "Claims"): 9.2.1 (i) any breach of the representations and warranties made by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreementcertificate delivered to Seller in connection with the Closing; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) the nonfulfillment of any withdrawal liability assessed against Seller by the Multiemployer Plan as a result covenant or agreement of Purchaser pursuant to this Agreement, other than Purchaser's obligations under Article 7 or Article 10; and (iii) Purchaser's ownership and operation of the transactions contemplated by Acquired Assets or the Business after the Closing Date or Purchaser's obligations under Article 7 or Article 10 of this Agreement; 9.2.6 (iv) together with any Tax Claim and all actions, suits, claims, proceedings, investigations, audits, demands, assessments, fines, judgments, costs and other expenses (including, without limitation, reasonable audit and legal fees) incurred by a Seller Indemnified Party in connection therewith. (b) Purchaser's obligations pursuant to this Section 8.2 shall, in the case of Seller with respect to any PostClaims under Section 8.2(a)(i), terminate on the one-Closing Period; 9.2.7 all liabilities arising from the operation year anniversary of the Newsprint Assets or Closing Date. Notwithstanding the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counselpreceding sentence, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant but subject to the final sentence remainder of Section 5.12(a8.2, any Seller Claim under Section 8.2(a)(i) or (B) made in accordance with respect to any matter described in Section 9.1.2, 8.3 prior to the extent that Seller does not have an indemnity obligation to Purchaser hereunder;expiration of such survival period shall survive until resolved. 9.2.9 the failure of Purchaser to (c) Level 3 guarantees Purchaser's timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in performance under Section 2.3.78.2.

Indemnification by Purchaser. Subject to the limitations set forth in this Section 9, from and after the JV Closing, Purchaser agrees shall indemnify and hold harmless (or, as applicable, shall cause JV Holding Singapore to indemnify and to hold each harmless) the Seller Group Member harmless forand the Additional Seller Group Company (excluding, for clarity, JV Holding Singapore and the JV Subsidiaries) and their respective Affiliates and Representatives (individually a “Seller Indemnified Person” and collectively the “Seller Indemnified Persons”) from and against against, without duplication, any and all Losses incurred by such Seller Group Member arising Damages, resulting from or relating to, directly or indirectlyarising out of: 9.2.1 (i) the failure of any breach representation or warranty made by Purchaser in Section 4 to be true and correct as of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms date of this Agreement and as of the JV Closing as if such representation or otherwisewarranty was made again as of the JV Closing (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date); 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller breach or nonfulfillment of any covenant or agreement made by Purchaser or any other Purchaser Group member in this Agreement, the Multiemployer Plan as a result of Acquired IP License Agreement, the transactions contemplated by this Retained IP License Agreement, the Agreement Regarding Amendment to Intercompany License Agreements, the Patent Transfer Agreement, the Austria Termination and Assignment Agreement or the Transitional Trademark License Agreement; 9.2.6 (iii) any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant Liabilities relating to the final sentence of Assumed Liabilities, other than to the extent a Purchaser Indemnified Person is entitled to indemnification under Section 5.12(a) or (B9.1(a) with respect to such Liabilities; (iv) any matter described in Liability arising out of the ownership or operation of the Acquired Assets and the Business after the JV Closing other than the Retained Liabilities or other Liabilities for which a Purchaser Indemnified Person is entitled to indemnification under Section 9.1.2, 9.1(a); (v) any adjustment amount payable by Purchaser pursuant to Section 2.13(f) to the extent that Seller does not have an indemnity obligation to Purchaser hereunderpaid within the time period required in such Section; 9.2.9 the failure (vi) any breach of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure any representation or warranty made by Qualcomm Technologies or any of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as under the Acquired IP License Agreement (provided, for the avoidance of doubt, that the indemnification provided under this clause (vi) (A) shall no longer apply upon the occurrence of an event set forth in the second sentence of Section 8.2 of the Acquired IP License Agreement, in which case the alternative liability provisions set forth in Section 2.3.78.2 of the Acquired IP License Agreement shall apply as provided therein, and (B) is without prejudice to the provisions of Section 8.1 of the Acquired IP License Agreement); and (vii) any breach of any representation or warranty, or any breach or nonfulfillment of any covenant or agreement, of Purchaser Parent under the IT Carve Out Agreement. For purposes of this Section 9, any materiality, Purchaser Material Adverse Effect or other similar qualification contained in or otherwise applicable to any representation or warranty of Purchaser in this Agreement shall be taken into account in determining whether a breach of such representation or warranty exists, but shall not be taken into account in determining the amount of Damages payable to a Seller Indemnified Person with respect to such breach.

Indemnification by Purchaser. (a) Seller and its Affiliates, officers, directors, employees, agents, successors, and assigns (each, a “Seller Indemnified Party”) shall be indemnified and held harmless by Purchaser agrees to indemnify and to hold each Seller Group Member harmless for, from for and against any and all Losses suffered or incurred by them or to which they may otherwise become subject at any time (regardless of whether or not such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or Losses are related to Apacheany Third-Party Claim), except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to resulting from: i. any claim for COBRA continuation coverage breach of, or inaccuracy in, any representation or warranty made by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under Purchaser contained in the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan Acquisition Documents, as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim date such representation or warranty was made or as if such representation or warranty was made on and as of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date (except liabilities for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which Purchaser is indemnified hereunder or Seller has otherwise agreed will be determined with reference to pay under the terms of this Agreement or otherwisesuch specified date); 9.2.8 ii. any liability arising from breach of any action covenant or agreement by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant contained in the Acquisition Documents; iii. the excess of the Employee Amounts over the amounts payable by Purchaser following the Closing that relate to service by any sampling or testing conducted pursuant Transferred Employee with Seller through to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunderClosing; 9.2.9 iv. the failure of Purchaser to timely pay when due any of the Termination FeeAssumed Liabilities; andor 9.2.10 v. any Action relating to any breach, Liability, or matter of the failure types referred to in clauses “(i)” through “(iv)” above (including any Action commenced by a Seller Indemnified Party of Purchaser to obtain the unconditional and irrevocable release purpose of Seller and enforcing any of its Affiliates as rights under this Section 8.03). (b) To the extent that Purchaser’s undertakings set forth in this Section 2.3.78.03 may be unenforceable, Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties. To the extent that a claim for indemnification may be made by a Seller Indemnified Party under more than one provision of this Section 8.03, such Seller Indemnified Party may, in its sole discretion, make such claim pursuant to any, or all, of such provisions.

Indemnification by Purchaser. Subject to the provisions of Section 2.8 of the Cooperation Agreement, Purchaser agrees to indemnify shall indemnify, defend and to hold each Seller Group Member and its Related Parties harmless for, from and against shall reimburse Seller and its Related Parties for any and all Losses suffered or incurred by such Seller Group Member arising or its Related Parties that result from or relating to, directly or indirectlyarise out of: 9.2.1 any (a) Any breach of a representation or warranty by Purchaser of any of its representations, warranties, covenants, obligations or agreements made in this Agreement or in any other Operative AgreementTransaction Document; 9.2.2 (b) Any breach, failure to perform or other non-fulfillment of any Assumed Obligation; 9.2.3 any liability covenant or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of contained in this Agreement or otherwiseany other Transaction Document; 9.2.4 (c) Any repurchase obligations, make whole, indemnification or other obligations related to the origination of the Mortgage Loans, including any origination representations and all liability warranties made with respect to the Mortgage Loans to the extent that such Losses are not indemnifiable by Seller as a result of the application of Section 11.08 (other than any such obligations that relate to Mortgage Loans that were originated by Seller from and defense costs arising after March 19, 2009 insofar as they arise out of claims made against Seller in its capacity as the originator of such Mortgage Loans); (d) Any act or relating omission prior to the related Servicing Transfer Date by Seller, any prior servicer, subservicer or originator in respect of any of the related Mortgage Loans or Mortgage Servicing Rights, including any failure by Seller or such other parties to comply with Applicable Requirements prior to the related Servicing Transfer Date to the extent that such Losses are not indemnifiable by Seller as a result of the application of Section 11.08 (other than in respect of Mortgage Loans that were originated by Seller from and after March 19, 2009 insofar as they arise out of claims made against Seller in its capacity as the originator of such Mortgage Loans); (e) Any failure by Purchaser or its designees or successors to service any of the Mortgage Loans and Mortgage Servicing Rights after each Servicing Transfer Date in compliance with all Applicable Requirements, including any improper or unlawful use of the Powers of Attorney delivered pursuant to Section 2.03, except in any case if and to the extent such failure or improper or unlawful use 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 or subservicer in violation of Applicable Requirements; and (f) Any claim, action, suit or arbitration that is brought against Seller after the relevant Servicing Transfer Date that relates to any claim for COBRA continuation coverage act or omission by Purchaser, Seller, any M&A Qualified Beneficiary; 9.2.5 prior servicer, subservicer, originator or other Person in respect of any of the related Mortgage Loans or Mortgage Servicing Rights to the extent that such Losses are not indemnifiable by Seller as a result of the application of Section 11.08 (other than in respect of Mortgage Loans that were originated by Seller from and after March 19, 2009 insofar as they arise out of claims, actions, suits or arbitrations brought against Seller in its capacity as the originator of such Mortgage Loans). Notwithstanding any provision of this Section 11.03 to the contrary, with respect to (i) any liability incurred clauses (c), (d) and (f) of Section 11.03, the Purchaser shall have no obligation to indemnify Seller for Losses thereunder to the extent that such Losses are finally adjudicated by a court of competent jurisdiction (or, if applicable, by the relevant arbitrator) to be the result of the gross negligence or willful misconduct of Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller obligation to pay Agency Fees shall be governed by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence provisions of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.711.06.

Indemnification by Purchaser. (a) Subject to the provisions of this Article X, effective as of and after the Closing, Purchaser agrees to indemnify and to the Transferred Entities shall indemnify, defend and hold each Seller Group Member harmless forthe Sellers and their respective Affiliates (collectively, the “Parent Indemnified Parties”), from and against against, and shall reimburse the Parent Indemnified Parties for, any and all Losses incurred or suffered by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representationsthe Parent Indemnified Parties, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs extent arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 resulting from (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under breach of any representation or warranty of Purchaser and the Multiemployer Plan Purchaser Guarantor, at and as of the Closing Date as though made at and as of such time (unless made as of a specific date, in which case at and as of such date), contained in Article IV or Section 11.17; (ii) any withdrawal liability assessed against Seller by breach or non-performance of any covenant or agreement of Purchaser and the Multiemployer Plan as a result Purchaser Guarantor contained in this Agreement; (iii) any Liabilities of the transactions contemplated Business and the Transferred Entities and any Action by this Agreement; 9.2.6 any Tax Claim of Seller Person against any Parent Indemnified Party with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the ownership or operation of the Newsprint Assets or Business and the Newsprint Business on or after Transferred Entities; and (iv) without duplication of any Liability described in the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed foregoing clause (iii), the failure to pay any Liability when due to the extent reflected in the determination of Working Capital, Transaction Expenses or Indebtedness on the Final Closing Statement. (b) Notwithstanding anything to the contrary herein, (i) except with respect to claims for indemnification pursuant to Section 10.3(a)(i) for any inaccuracy in or breach of any Purchaser Fundamental Representation (which shall not be subject to the Deductible), the Parent Indemnified Parties shall not be entitled to indemnification for any claim under Section 10.3(a)(i) unless and until the terms aggregate amount of this Agreement or otherwise;indemnifiable Losses thereunder exceeds an amount equal to $20,250,000.00 (the “Deductible”), in which case the Parent Indemnified Parties shall be entitled to indemnification for all Losses from the first dollar in excess of the Deductible; and 9.2.8 any liability arising from any action by (ii) the cumulative indemnification obligations of Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives under (A) Section 10.3(a)(i) shall in no event exceed, in aggregate, $405,000,000.00; provided that this cap shall not apply to claims for indemnification pursuant to Section 10.3(a)(i) for any sampling inaccuracy in or testing conducted pursuant to the final sentence breach of Section 5.12(a) or any Purchaser Fundamental Representation and (B) with respect to any matter described Section 10.3(a)(i) and Section 10.3(a)(ii) shall in Section 9.1.2no event exceed, to in aggregate, the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Overall Cap.

Indemnification by Purchaser. Subject to the limitations set forth in this Agreement, Purchaser agrees to indemnify will indemnify, defend, save and to hold each harmless Seller Group Member harmless for, and Parent from and against any and all Losses (which, for purposes hereof, shall include amounts payable to Seller pursuant to Section 2.01(b)(iii)) incurred or sustained by such Seller Group Member arising from and/or Parent that arise out of or relating to, directly or indirectlyresult from: 9.2.1 (i) the legal deficiency of any Contract used by Seller after the Closing pursuant to the provisions hereof; (ii) any improper act by Purchaser relating to Existing Purchased Receivables, including the failure to timely cancel Policies with respect to which the borrower is in default; (iii) the unenforceability of an Existing Purchased Receivable as a result of non-compliance with licensing or other law applicable to Purchaser; (iv) any breach of any representation or warranty of Purchaser under any of the Purchaser Documents; (v) any breach of any covenant or agreement to be performed by Purchaser under any of the Purchaser Documents (regardless of when such covenants or agreements are to be performed); and (vi) the conduct of Purchaser’s business after the Closing Date, including alleged errors and omissions by Purchaser or any of its agents in the course of originating or servicing premium finance receivables and contracts or canceling insurance policies, or claims of any of its Purchaser’s employees relating to their employment by Purchaser or actions involving them taken by Purchaser after the Closing. Notwithstanding the foregoing, (1) the exclusion from "Losses" of "loss of profits" shall not be deemed to (a) exclude anticipated profits from collection of the Existing Purchased Receivables pursuant to Section 2.01(b)(iii), or (b) apply to breaches of Section 5.17, (2) no indemnification under this Section 5.03(b) will be required unless a claim therefor is made by written notice to Purchaser within the applicable time period specified in Section 5.05 below and (3) the aggregate liability of Purchaser for indemnification obligations hereunder shall not exceed the Purchase Price. Further, except as contemplated by clause (i), the provisions of this Section do not apply to breaches of representations, warranties, covenants, obligations covenants or agreements in under Section 2.04; however, this Agreement limitation is not intended to prevent Seller from seeking or obtaining such redress as may be available to it under applicable law, including, without limitation, damages for the Acquisition Fee payable pursuant to Section 2.04, and other provisions of this Agreement; provided, that in any other Operative Agreement; 9.2.2 such action Seller may not seek or obtain loss of profits or consequential, special, indirect, exemplary, punitive and similar damages of any Assumed Obligation; 9.2.3 any liability kind whatsoever except for amounts payable pursuant to Section 2.01(b)(iii) or obligation loss of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms profits noted in clause (1)(b) of this Agreement or otherwise; 9.2.4 any paragraph and all liability and defense costs arising out of or relating to any claim except for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan such damages included as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7third party claims.

Indemnification by Purchaser. Purchaser covenants and agrees to defend, ---------------------------- indemnify and to hold harmless Parent, its respective Affiliates and the officers, directors, employees, agents, advisers and representatives of each Seller Group Member harmless such Person (collectively, the "Parent Indemnitees") from and against, and pay or reimburse ------------------ the Parent Indemnitees for, from and against any and all Losses incurred by such Seller Group Member arising resulting from or relating to, directly or indirectlyarising out of: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred inaccuracy in any representation or warranty by Seller pursuant Purchaser in Article IV or in the Human Resources Agreement or the IT Support Services Agreement (in the case of any such representation or warranty, without taking into account any qualification as to its being secondarily liable for withdrawal liability under the Multiemployer Plan and materiality contained in such representation or warranty); (ii) any withdrawal liability assessed against Seller failure of Purchaser to perform any covenant or agreement hereunder or under the Human Resources Agreement or the IT Support Services Agreement; (iii) the Assumed Liabilities (other than the Assumed Parent Environmental Liabilities and the Assumed Pre-Closing Liabilities); (iv) the use, operation or ownership of the Acquired Assets after the Closing Date; (v) the Assumed Parent Environmental Liabilities from and after such time as the Losses incurred by Parent and its Affiliates resulting from or arising out of the Multiemployer Plan Assumed Parent Environmental Liabilities, whether incurred directly or as a result of Parent's indemnification of the transactions contemplated by this AgreementPurchaser Indemnitees, under Section 8.1(v), exceed the Environmental Indemnity Cap; 9.2.6 (vi) the Assumed Pre-Closing Liabilities (A) until such time as the - Losses incurred by the Purchaser Indemnitees resulting from or arising out of Assumed Pre-Closing Liabilities (whether directly or as a result of Purchaser's indemnification of the Parent Indemnitees under this clause (vi)) and the Losses referred to in Section 8.1(i)(A) exceed the Deductible (as defined in Section 8.3(a)(i)) and (B) from and after the earlier to - occur of (1) such time as the Losses incurred by Parent and its Affiliates resulting from or arising out of the Assumed Pre-Closing Liabilities, whether incurred directly or indirectly as a result of Parent's indemnification of the Purchaser Indemnitees under Section 8.1(i), and any Tax Claim amounts paid by Parent to the Purchaser Indemnitees under clause (v) of Seller Section 8.1 exceed the General Indemnity Cap (as defined in Section 8.3(a)(i)) and (2) March 31, 2003; (vii) the claims of any Person referred to in Section 4.8 with respect to a matter described in such section; or (viii) any Post-Closing Period; 9.2.7 all liabilities arising from the operation public or private offering of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action securities by Purchaser or any of its counsel, environmental consultants, investment bankers, Affiliates based on a prospectus or similar document that incorporates all or any part of the financial sources, lenders, accountants statements and other representatives information provided by Parent to Purchaser under Section 5.14; provided that this clause shall not limit Parent's indemnification obligations under Section 8.1(a)(i)(A). except, in the case of clause (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2iv), to the extent that Seller does not have an indemnity obligation such Losses result from or arise out of the Excluded Liabilities or constitute Losses for which Parent is required to indemnify Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Indemnitees under Section 2.3.78.1.

Indemnification by Purchaser. From and after the Closing, Purchaser agrees to shall indemnify and to hold each Seller Group Member and its Affiliates harmless foragainst and in respect of (i) all obligations and liabilities for post-retirement welfare benefits, as provided in Section 9.5; (ii) all obligations and liabilities in connection with Workers Compensation Claims filed against Company, as provided in Section 10.9; (iii) any Damages incurred or sustained by Seller or its Affiliates resulting from and against any and all Losses incurred by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations covenants or agreements in this Agreement contained herein, including, Damages resulting from Purchaser's or in Company's failure to pay Taxes pursuant to Section 15.3 hereof; (iv) any other Operative Agreement; 9.2.2 Damages incurred or sustained by Seller or its Affiliates directly resulting from Company's use of the Textron name after the Closing, and (v) any Assumed Obligation; 9.2.3 Damages incurred or sustained by Seller or its Affiliates resulting from any liability or obligation breach of or related inaccuracy in the representations and warranties of Purchaser contained in Article V hereof; provided that (w) Purchaser shall be required to Apache, except liabilities for which Purchaser is indemnified hereunder indemnify Seller or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller its Affiliates pursuant to its being secondarily liable this clause (v) for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets such breaches or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, inaccuracies only to the extent that the aggregate Damages resulting from such breaches or inaccuracies to Seller or its Affiliates exceeds $300,000, (x) Purchaser shall not be required to indemnify Seller or its Affiliates pursuant to this clause (v) in an aggregate amount in excess of $25,000,000 (y) Seller shall not make any claim against Purchaser which individually (or in the aggregate with respect to related claims) does not have an indemnity obligation to Purchaser hereunder; 9.2.9 exceed $25,000, and such claims that do not meet this threshold shall not be applied against the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as basket amount set forth in Section 2.3.7clause (v) above, and (z) any claim for indemnification under this clause (v) must be made in writing in reasonable detail to Purchaser by Seller not later than the first anniversary of the Closing Date.

Indemnification by Purchaser. From and after the Effective Time, subject to the provisions of this Article Seven, Purchaser agrees to indemnify pay and to indemnify fully, hold each Seller Group Member harmless forand defend Unocal and its respective Affiliates, agents, officers, directors, partners, employees, servants, Consultants, representatives, successors, and assigns, from and against any and all Losses incurred by such Seller Group Member claims based upon allegations of and/or Damages (Whether based on negligent acts or omissions, statutory liability, strict liability or otherwise) arising from or relating to, directly or indirectlyout of: 9.2.1 (a) any material inaccuracy or breach by Purchaser as of the Effective Time of any representation or warranty of its representations, warranties, covenants, obligations or agreements Purchaser contained in this Agreement or any certificate delivered pursuant -------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT, CHEMICALS DISTRIBUTION BUSINESS Page 52 of 85 February 14, 1992 hereto and made at or as of the Effective Time or of any covenant or agreement of Purchaser contained in any other Operative this Agreement; 9.2.2 (b) except as otherwise specifically set forth in this Agreement, any liability whatsoever (whether known, unknown, accrued, absolute, contingent or otherwise) which arose or was incurred by Purchaser and/or its Affiliates after the Effective Time or which results from any violation of any Legal Requirement arising from Purchaser's use of or conduct under any Permit that is, or the benefits of which are, provided to Purchaser by Unocal and/or its Affiliates pursuant to Section 5.5; (c) Unocal's performance (to the extent such performance is related to the Operations) under or any claim arising from Unocal's assignment, transfer sublease or sublicense of any Contract pursuant to Section 9.5, including the reasonable out-of-pocket costs and expenses incurred by Unocal in performing such Contracts (which costs shall include, without limitation, payments due under such Contracts but shall exclude those costs that are the result of Unocal's gross negligence or willful misconduct); (i) any Assumed ObligationLiabilities, or (ii) obligations with respect to the Assets or Operations that are incurred by Purchaser at or after the Effective Time; 9.2.3 (e) Taxes relating to the Assets or Operations that are incurred after the Effective Time or attributable to any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under time after the terms of this Agreement or otherwiseEffective Time; 9.2.4 (f) any loss and all liability arising with respect to (i) employee evaluation and defense costs selection actions of Purchaser relating to those persons proposed to be the Transferred Employees, (ii) actions of Unocal and its employees with respect to the selection and evaluation process and (iii) the transfer of any personnel and/or benefit information to Purchaser; (g) any claim for personal injury or property damage asserted by any third party, their respective legal representatives, heirs, beneficiaries, and estates, arising out of or relating to resulting from Purchaser's and its agents, employees and contractors, negligent, intentional, or otherwise legally actionable conduct in performing this Agreement or any claim for COBRA continuation coverage by any M&A Qualified Beneficiary;Related Agreement; and -------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT, CHEMICALS DISTRIBUTION BUSINESS Page 53 of 85 February 14, 1992 9.2.5 (ih) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan loss, liability, expense or cost, including costs of suit and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan reasonable attorneys fees, which Unocal incurs as a direct or indirect result of the transactions contemplated Purchaser's sale or assignment of any Asset, naming of a nominee or any actions taken by this Agreement; 9.2.6 any Tax Claim of Seller said third parties with respect to the Assets; provided, however, that in the event of an Assignment, in accordance with Section 10.7, an assignment of an Option to Purchase Agreement, an assignment of an Option to Assume Lease, or a sale of any Post-Closing Period; 9.2.7 all liabilities arising from Asset by the operation Purchaser, this Section 7.3(h) shall not require Purchaser to indemnify Unocal for any liability which would have been a liability of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay Unocal under the terms of this Agreement if such assignment or otherwise; 9.2.8 any liability arising from any action sale by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does had not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7occurred.

Indemnification by Purchaser. (a) Subject to the provisions of this Article IX, effective at and after the Closing, Purchaser agrees to indemnify shall indemnify, defend and to hold each harmless Seller, its officers, directors, employees, stockholders, assigns, successors and its Affiliates (collectively, the “Seller Group Member harmless forIndemnified Parties”), from and against any and all Covered Losses incurred or suffered by such any of the Seller Group Member Indemnified Parties whether or not involving a third-party claim, in each case in connection with, to the extent arising from out of or relating toresulting from, directly or indirectly: 9.2.1 , (i) any breach by Purchaser or inaccuracy of any representation or warranty of its representations, warranties, covenants, obligations or agreements Purchaser contained in this Agreement or in any other Operative Agreement; 9.2.2 agreement, certificate or other document delivered or provided in connection with the consummation of the Transaction; (ii) any breach or nonfulfillment of any covenant or agreement of Purchaser contained in this Agreement or in any other agreement, certificate or other document delivered or provided in connection with the consummation of the Transaction; (iii) any Purchased Asset, (iv) any Assumed Obligation; 9.2.3 Liability; and (v) any liability or obligation of or related to Apache, except liabilities Transfer Taxes for which Purchaser is indemnified hereunder or Seller has otherwise agreed responsible under Section 6.2. (b) Notwithstanding any other provision to pay under the terms of this Agreement or otherwise;contrary: 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) Purchaser shall not be required to indemnify, defend or hold harmless any liability incurred by Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Covered Losses pursuant to its being secondarily liable (A) Sections 9.3(a)(i) unless such claim (or series of related claims) involves Covered Losses in excess of the De Minimis Amount and if such Covered Losses do not exceed the De Minimis Amount, such Losses shall not be applied to or considered for withdrawal liability the Deductible or otherwise for purposes of calculating the aggregate amount of the Seller Indemnified Parties’ Covered Losses under this Section 9.3(b)(i) and (B) Section 9.3(a)(i), until the Multiemployer Plan aggregate amount of the Seller Indemnified Parties’ Covered Losses under Section 9.3(a)(i) exceeds the Deductible, after which Purchaser shall be obligated for all the Seller Indemnified Parties’ Covered Losses under Section 9.3(a)(i) in excess of the Deductible, subject to Section 9.3(b)(i)(A); provided, however, that the foregoing limitation in Section 9.3(b)(i)(B) shall not apply to any claims with respect to the Purchaser Fundamental Representations and the foregoing limitations in Sections 9.3(b)(i)(A) and 9.3(b)(i)(B) shall not apply to any claims based on fraud; and (ii) the cumulative indemnification obligation of Purchaser under Section 9.3(a)(i) shall in no event exceed the Cap; provided, however, that the Cap shall not apply to any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller claims with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets Purchaser Fundamental Representations or the Newsprint Business based on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7fraud.

Indemnification by Purchaser. (a) Subject to Section ---------------------------- 11.01, Purchaser shall indemnify and hold Seller, its Affiliates and their respective employees, officers and directors (collectively, the "Seller ------ Indemnified Parties") harmless from and against, and agrees to indemnify promptly defend ------------------- any Seller Indemnified Party from and to hold each reimburse any Seller Group Member harmless Indemnified Party for, from and against any and all Losses incurred losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including any Action brought by any Governmental Authority or Person and including reasonable attorneys' fees and expenses reasonably incurred) (collectively, "Losses"), which such Seller Group Member arising from Indemnified Party may at ------ any time suffer or relating incur, or become subject to, directly as a result or indirectlyin connection with: 9.2.1 (i) the inaccuracy as of the date of this Agreement or the Closing Date of any breach representations and warranties made by Purchaser of any of its representations, warranties, covenants, obligations in or agreements in pursuant to this Agreement or in any instrument or certificate delivered by Purchaser at the Closing in accordance herewith; or (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 documents and/or other Operative instruments delivered by Purchaser pursuant to this Agreement;. 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities (b) The amounts for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay shall be liable under the terms Section 10.01(a) shall be net of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by insurance payable to Seller pursuant Indemnified Parties from their own insurance policies in connection with the facts giving rise to its being secondarily liable for withdrawal liability under the Multiemployer Plan right of indemnification and (ii) any withdrawal liability assessed against Tax benefits received by or accruing to Seller by Indemnified Parties. (c) Notwithstanding any other provision to the Multiemployer Plan as contrary, Purchaser shall not be required to indemnify and hold harmless any Seller Indemnified Party pursuant to Section 10.01(a) unless Seller has asserted a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller claim with respect to any Post-Closing Period; 9.2.7 all liabilities arising from such matters within the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as applicable survival period set forth in Section 2.3.711.01, and the cumulative indemnification obligation of Purchaser under Section 10.01(a)(i) of this Article X shall in no event exceed the Purchase Price.

Indemnification by Purchaser. Subject to Section 7.4, Purchaser agrees to will defend and indemnify each of the Seller Indemnified Parties and to their successors and assigns and hold each Seller Group Member it and their successors and assigns harmless for, from and against any and all Losses incurred by such Seller Group Member arising which shall result from or relating toarise out of or be incurred in connection with: (i) the untruthfulness of any representations or warranties of Purchaser or Purchaser’s designated Affiliate in this Agreement, directly the Assumption Agreements, or indirectly: 9.2.1 any the Assignment and Bxxx of Sale and/or the certificates of Purchaser delivered pursuant to Section 12.4(b), (ii) the breach by Purchaser or any designated Affiliate of Purchaser of any of its representationscovenants or agreements herein contained, warranties, covenants, obligations (iii) the breach by Purchaser or any designated Affiliate of Purchaser of any of its covenants or agreements in the Assumption Agreements or the Assignment and Bxxx of Sale or the certificates of Purchaser delivered pursuant to Section 12.4(b), (iv) any liabilities or obligations, contingent or otherwise, assumed by Purchaser or any designated Affiliate of Purchaser pursuant to this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 Assumption Agreements (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities including without limitation arising from the operation any act or omission of the Newsprint Assets Purchaser or the Newsprint Business any designated Affiliate on or after the Closing Transfer Date except liabilities for which or any failure of Purchaser is indemnified hereunder or Seller has otherwise agreed any designated Affiliate to pay perform its obligations under the terms of this Agreement Securitization Documents with respect to Securitization Assets on or after the Transfer Date), (v) any liabilities or obligations, contingent or otherwise; 9.2.8 any liability , of the Seller Indemnified Parties arising from or relating to communications by or on behalf of Purchaser or any action designated Affiliate of Purchaser with the Cardholders of the Eligible Accounts prior to the Transfer Date pursuant to Section 5.2, (vi) any and all Taxes which are the responsibility of Purchaser or any designated Affiliate of Purchaser pursuant to Section 6.7, or (vii) the ownership and servicing by Purchaser or its counselany designated Affiliate of Purchaser of the Assets to be Sold or the Receivables attributable thereto from and after the Transfer Date; provided, environmental consultantshowever, investment bankersthat in no event shall Purchaser be obligated under this Section 7.2 to defend and indemnify the Seller Indemnified Parties and hold the Seller Indemnified Parties harmless for, financial sources, lenders, accountants from and other representatives (A) pursuant to against any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, Losses to the extent that the same shall result from a Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Party’s willful misconduct or gross negligence.

Indemnification by Purchaser. (a) Purchaser agrees agrees, subject to indemnify the other terms and to hold each Seller Group Member harmless for, from and against any and all Losses incurred by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms conditions of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim without gross-up for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2Taxes, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of indemnify Seller and its Affiliates against and hold it harmless from all Losses arising out of (i) the breach of any representation or warranty of Purchaser herein (other than any covered by Article VI), (ii) the breach of any covenant or agreement of Purchaser herein (other than any covered by Article VI), and (iii) the Designated Liabilities. Anything in Section 8.01 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against Purchaser pursuant to Section 8.02(a)(i) or 8.02(a)(ii) for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by Purchaser describing in 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, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 2.3.78.01. Anything in this Agreement to the contrary notwithstanding, any failure by Seller or any of its Affiliates to notify Purchaser or any of its Affiliates of any claim, action or Loss in connection with or relating to Purchaser's obligations pursuant to Section 8.02(a)(iii) shall in no way relieve or otherwise affect Purchaser's obligations under such Sections. (b) The indemnification obligations of Purchaser pursuant to Section 8.02(a)(i) shall not be effective until the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 8.02(a)(i) exceeds $250,000 (the "Purchaser's Threshold Amount"), and then only to the extent such aggregate amount exceeds Purchaser's Threshold Amount and, notwithstanding anything to the contrary, such indemnification obligations pursuant to clause (i) of Section 8.02(a) of Purchaser shall be limited to $15,000,000. All other indemnities of Purchaser in this Agreement shall be effective without regard to the threshold or cap described in this Section 8.02(b). For the purposes of this Section 8.02 and any other indemnity by Purchaser under this Agreement, and for the purposes of computing such individual or aggregate amounts of claims, the amount of each claim shall be deemed to be an amount net of any insurance proceeds and any indemnity, contribution or other similar payments actually received by Seller, and Seller shall reimburse Purchaser for the amount of any additional insurance proceeds and any additional indemnity, contribution or other similar payment recovered by Seller or any of its Affiliates from any third party, after deducting out-of-pocket expenses incurred by Seller or its Affiliates to obtain such recovery, with respect to any such claim for which Purchaser has been indemnified by Seller. For any Loss indemnifiable by Purchaser under this Agreement that is subject to insurance or other indemnity, contribution or other similar payment from a third party, Purchaser will lend to the indemnified party hereunder the amount covered by such insurance or other indemnity, contribution or similar payment, and Seller will use reasonable efforts to collect such amounts from the relevant third party, it being understood that such insurance, indemnity, contribution or similar payment is primary and that Purchaser's indemnities under this Agreement are secondary. Any such reimbursement in connection with any claim shall not exceed the amount received by Purchaser from Seller in connection with Seller's indemnity for that claim. (c) Seller, at its sole cost and expense, agrees to give Purchaser written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which it may request indemnification under this Agreement or as to which Purchaser's Threshold Amount may be applied as soon as is practicable and in any event within 30 days of the time that Seller learns of such claim, assertion, event or proceeding; PROVIDED, HOWEVER, that the failure to so notify Purchaser shall not affect rights to indemnification hereunder except to the extent that Purchaser demonstrates that it is actually prejudiced by such failure. If Purchaser acknowledges in writing its obligations to indemnify an indemnified person under Section 8.02(a) against any Loss that may result from any such claim or proceeding, Purchaser shall be entitled to assume and control, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If Purchaser elects to assume the defense of any such claim or proceeding, Seller may participate in such defense, but in such case the expenses of Seller and its counsel shall be paid by Seller. Seller shall 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 cooperate with Purchaser in the defense or settlement thereof, and Purchaser shall reimburse Seller for all its reasonable out-of-pocket expenses in connection therewith. If Purchaser elects to direct the defense of any claim or proceeding pursuant to this Section, Seller shall not pay, or permit to be paid, or settle or admit any liability with respect to any part of any claim or demand arising from such asserted liability, unless Purchaser consents in writing to such payment or unless Purchaser, subject to the last sentence of this Section 8.02(c), 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 Seller for such liability. If Purchaser shall fail to defend, or if, after commencing or undertaking any such defense, Purchaser fails to prosecute or withdraws from such defense, Seller shall have the right to undertake the defense or settlement thereof, at Purchaser's expense. If Seller assumes the defense of any such claim or proceeding pursuant to this Section 8.02(c) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then Seller shall give Purchaser prompt written notice thereof and Purchaser shall have the right to participate in and approve the settlement or assume or reassume the defense of such claim or proceeding. (d) Except as set forth in this Agreement, Purchaser is not making any representation, warranty, covenant or agreement with respect to the matters contained herein. Notwithstanding anything to the contrary contained in this Agreement, 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 contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall have no liability under any provision of this Agreement for and in no event shall Purchaser's Threshold Amount be applied to any Losses to the extent that such Losses result from or arise out of actions taken by Seller, the Seller Retained Subsidiaries or their respective Affiliates after the Closing Date. (f) With respect to any claim for indemnity that may be asserted under Section 8.02(a)(iii) or Sections 8.02(a)(i) or (ii), any such claim may be asserted first under Section 8.02(a)(iii), and to the extent that Section 8.02(a)(iii) does not apply to the whole of such claim, the remainder of such claim may be asserted under Sections 8.02(a)(i) or (ii). (g) In no event shall Purchaser be obligated to indemnify Seller or any other Person with respect to any Excluded Liability. Nothing in this Section 8.02(g) shall be construed to limit Purchaser's obligations to indemnify Seller and its Affiliates for any Designated Liabilities in accordance with the terms of this Agreement.

Indemnification by Purchaser. (a) After the Closing and subject to this Article VIII, Purchaser agrees to indemnify shall indemnify, defend and to hold each Seller Group Member harmless the Parent Indemnified Parties against, and reimburse the Parent Indemnified Parties for, from and against any and all Losses incurred by such Seller Group Member arising from that the Parent Indemnified Parties may at any time suffer or relating incur, or become subject to, directly or indirectly: 9.2.1 (i) as a result of or in connection with the breach of any of the representations and warranties of Purchaser contained in Article IV; (ii) as a result of or in connection with any breach by Purchaser of any of its representations, warranties, covenants, covenants or obligations or agreements contained in this Agreement Agreement; or (iii) relating to, or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of of, the Target Company or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets Target Business from and after the Closing (in each case, except for such matters to which Parent is obligated to indemnify Purchaser pursuant to Section 8.2(a)). For the avoidance of doubt, the indemnity in this Section 8.3(a)(iii) will apply to all Liabilities of whatever kind and nature, primary or the Newsprint Business secondary, direct or indirect, absolute, contingent, known or unknown, whether or not accrued or arising before, on or after the Closing Date except liabilities for which Closing. (b) Notwithstanding anything to the contrary contained herein, Purchaser is indemnified hereunder shall not be required to indemnify, defend or Seller has hold harmless the Parent Indemnified Parties against, or reimburse, or otherwise agreed to pay have any liability under the terms of this Agreement or otherwise; 9.2.8 to, the Parent Indemnified Parties for any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) Losses pursuant to Section 8.3(a)(i) (other than Losses in connection with any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (BPurchaser Fundamental Representation) with respect to any matter described claim (i) unless such claim (or related claims arising out of the same facts, events or circumstances) involves Losses in excess of the Threshold and (ii) until the aggregate amount of Losses for which the Parent Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 9.1.28.3(a)(i) exceeds the Deductible, after which Purchaser shall be obligated for all the Losses for which the Parent Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 8.3(a)(i) that are in excess of the Deductible. Notwithstanding anything to the extent that Seller does contrary contained herein, Purchaser shall not be required to indemnify, defend or hold harmless the Parent Indemnified Parties against, or reimburse, or otherwise have an indemnity any liability under this Agreement to, the Parent Indemnified Parties for any Losses (1) pursuant to Section 8.3(a)(i) (other than Losses in connection with any Purchaser Fundamental Representation) in a cumulative aggregate amount exceeding the Cap, and (2) pursuant to Section 8.3(a) (other than (i) any obligation in connection with the payment of the Purchase Price or any adjustment thereto, or (ii) pursuant to Purchaser hereunder; 9.2.9 Section 8.3(a)(iii), each of which such recoveries shall not be capped or restricted) in a cumulative aggregate amount exceeding the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Purchase Price.

Indemnification by Purchaser. Subject to the limits set forth in this Section 10.01, Purchaser agrees to indemnify indemnify, defend and to hold each Seller Group Member of the Stockholders, harmless for, from and against in respect of any and all Losses incurred by such Seller Group Member Damages that they may incur arising from out of or relating to, directly due to (iii the inaccuracy of any representation or indirectly: 9.2.1 the breach of any breach warranty made by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any certificate delivered to the Stockholders pursuant to Section 5.02, or (iv) the breach of any covenant, undertaking or other Operative agreement of Purchaser contained in this Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation . Further, Purchaser agrees to indemnify, defend and hold each of or related to Apachethe Robins, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms JE Lxxxxxx xxx the JF Lxxxxxx (xxllectively, the "Cash Sellers"), harmless from and in respect of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of Damages that they may incur which arises from or relating relates to any claim for COBRA continuation coverage of the transactions contemplated by any M&A Qualified Beneficiary; 9.2.5 Section 1.01(b)(i) (the "Homex Xxxtribution") or Section 1.01(b)(ii) (the "Virgxx Xxxtribution"), including, without limitation, (i) any liability incurred by Seller pursuant increase in the taxable income (or decrease in the taxable loss) of the Company directly resulting from the Homex Xxxtribution and/or the Virgxx Xxxtribution that is passed through to its being secondarily liable for withdrawal liability the Cash Sellers under the Multiemployer Plan applicable federal, state or local "S corporation" taxation rules, and any increase in federal, state or local Taxes (or decrease in credits against Taxes) imposed upon the Company for which the Cash Sellers would otherwise be liable under this Agreement, (ii) any withdrawal liability assessed against Seller by increase in the Multiemployer Plan taxable income (or decrease in the taxable loss) of the Cash Sellers incurred as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect payment to any Post-Closing Period; 9.2.7 all liabilities arising from the operation Cash Sellers of the Newsprint Assets amount of any Damage payable to the Cash Sellers under the preceding clause (i) or this clause (ii), and (iii) any Damages incurred by a Cash Seller under Section 500 of the California Corporations Code or in connection with any claim or assertion of liability of the Cash Sellers under Section 500 of the California Corporations Code. Notwithstanding anything herein to the contrary, each of the Hellers and the Lettermans hereby acknowledge and agree that the Homex Xxxtribution and the Virgxx Xxxtribution shall be made without any representation by, or recourse to, Purchaser or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Company.

Indemnification by Purchaser. Purchaser agrees to indemnify shall indemnify, defend and to hold harmless Seller, its Affiliates and their respective directors, officers, employees, shareholders, partners, members, property managers, principals, representatives and agents, and each of the successors and assigns of any of the foregoing (collectively, the “Seller Group Member harmless forIndemnified Parties”), from and against any and all Losses Damages suffered by any of the Seller Indemnified Parties resulting from, arising out of, relating to or incurred by such with respect to (without duplication) (collectively, “Purchaser Indemnifiable Damages” and together with Seller Group Member arising from or relating toIndemnifiable Damages, directly or indirectly:collectively, “Indemnifiable Damages”): 9.2.1 11.3.1. any breach by of or inaccuracy in any representation or warranty of Purchaser in this Agreement or the other Closing Documents as of the Closing Date, as if such representations or warranty were made as of the Closing Date, except where such representation or warranty is expressly made as of an earlier date, in which case, as of such earlier date; 11.3.2. any breach of any covenant or agreement of its representations, warranties, covenants, obligations or agreements Purchaser contained in this Agreement or in any the other Operative AgreementClosing Documents; 9.2.2 any Assumed Obligation11.3.3. Unit Seller’s draw down and delivery of the proceeds of letters of credit as directed by Purchaser pursuant to Section 3.2.6; 9.2.3 11.3.4. Purchaser’s failure to perform any liability or obligation of Purchaser first arising after to the Closing Date under the Leases, Contracts, Brokerage Agreements, or any other contracts and agreements related to Apache, except liabilities for which the Unit or any portion thereof and expressly assumed by Purchaser is indemnified hereunder or Seller has otherwise agreed pursuant to pay under the terms of this Agreement or otherwisethe other Closing Documents; 9.2.4 any and all liability and defense costs arising out of or relating 11.3.5. Purchaser’s failure to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller deliver the notices to the Tenants pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee9.1.1(x); and 9.2.10 11.3.6. any damage to the failure Property or any portion thereof, caused by the acts or omissions of Purchaser to obtain Purchaser, its agents, invitees, contractors, employees or representatives when accessing the unconditional and irrevocable release Unit during the term of Seller and this Agreement; provided, however, that Purchaser’s indemnity hereunder shall not include any losses, costs, Damage or expenses resulting from the gross negligence or willful misconduct of Seller, its Affiliates as set forth in Section 2.3.7agents or representatives.

Indemnification by Purchaser. (a) After the Closing, Purchaser hereby agrees to indemnify and hold Seller and its successors and permitted assigns (collectively, the “Seller Indemnitees”) harmless against and with respect to, and shall pay to hold each the Seller Group Member harmless for, from and against Indemnitees the amount of any and all Losses incurred by such of any Seller Group Member Indemnitee arising from out of, relating to or relating to, directly or indirectlybased on: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred breach of any representation or warranty made by Purchaser pursuant to, or any failure by Purchaser to perform any covenant of Purchaser set forth in, this Agreement, any of the other Transaction Documents or any certificate, schedule, exhibit, document or instrument delivered by Purchaser to Seller hereunder or thereunder; (ii) any obligation or Liability for any payment to be made by Purchaser pursuant to Section 2.5(b); and (iii) any and all reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses, incident to any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or reasonably incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. Seller expressly agrees that Purchaser shall have no obligation to maintain the legal existence of either or both of the Target Companies separate from that of Purchaser from and after the Closing, that Purchaser may liquidate, dissolve and or merge out of existence either or both of the Target Companies at any time on or after the Closing Date, and that Purchaser will have no liability to Seller or any of its Affiliates arising out of any such action that Purchaser may elect to take. (b) Purchaser’s obligation to indemnify the Seller Indemnitees pursuant to Section 9.2(a) shall be subject to all of the following limitations: (i) The Seller Indemnitees shall be entitled to indemnification only for those damages arising with respect to any claim as to which such Seller Indemnitee has given Purchaser written notice within the appropriate time period set forth in Section 10.1 hereof for such claim; provided, however, that the obligation to provide indemnification under this Section 9.2 shall survive with respect to any such claim until resolution thereof. (ii) All of a Seller Indemnitee’s damages sought to be recovered under Section 9.2(a) hereof shall be net of (i) any insurance proceeds actually received by such Seller Indemnitee as Claimant (it being secondarily liable for withdrawal liability under agreed that such damages will include the Multiemployer Plan cost incurred to obtain any such proceeds and/or any resulting increase in insurance premiums), with respect to the events giving rise to such damages, and (ii) any withdrawal tax benefits finally and actually received by such Seller Indemnitee in connection with such events. (iii) Following the Closing, the sole and exclusive remedy for the Seller Indemnitees for any claim (whether such claim is framed in tort, contract or otherwise) arising out of a breach of any representation, warranty, covenant or other agreement contained herein or in any of the other Transaction Documents or otherwise arising out of or in connection with the transactions contemplated by this Agreement shall be a claim for indemnification pursuant to this Section 9.2; provided, however, that nothing herein shall be deemed to limit any rights or remedies that any Seller Indemnitee may have for fraud or intentional or willful misconduct. Any provision of this Section 9.2 shall not, however, prevent or limit a cause of action under Section 9.5 to obtain an injunction or injunctions to prevent breaches of this Agreement to enforce specifically the terms and provisions of this Agreement or any Transaction Document. (iv) Anything in this Agreement to the contrary notwithstanding, except as otherwise provided in applicable Law, it is understood and agreed by Seller that, other than with respect to Purchaser, no shareholder, member, representative, director, officer, employee, agent or Affiliate of Purchaser shall have (i) any personal liability assessed against to Seller by the Multiemployer Plan as a result of the transactions contemplated by breach of any representation, warranty, covenant or agreement of Purchaser contained herein, in any other Transaction Document or otherwise (except for fraud or intentional or willful misconduct) or (ii) any personal obligation to indemnify Seller for any of Seller’s claims pursuant to Section 9.2(a) and Seller releases such parties to the extent described in this Agreement; 9.2.6 Section 9.2(b)(iv). In addition, neither TSG nor TSG License Subsidiary shall have any Tax Claim of Liability to Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation representation warranty, certification or covenant of the Newsprint Assets TSG or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or TSG License Subsidiary set forth in any Transaction Document, and Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, releases such parties to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth described in Section 2.3.7this sentence.

Indemnification by Purchaser. Solely for the purpose of indemnification in this Section 9.3, the representations and warranties of Purchaser in this Agreement with respect to the Terminals Closing shall be deemed to have been made without regard to any materiality or Terminals Material Adverse Effect qualifiers. Subject to Sectxxx 0X.0, Xxxxxxxxx xxxees to indemnify Seller, its officers, directors, its Affiliates after the Terminals Closing, successors and assigns (the "Terminals Seller Indemnified Parties") against, and agrees to indemnify and to hold each the Terminals Seller Group Member Indemnified Parties harmless forfrom, from and against any and all Losses incurred or suffered by such any Terminals Seller Group Member Indemnified Party arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser out of any of its representations, warranties, covenants, obligations the following: (a) any breach of or agreements in this Agreement or any inaccuracy in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability representation or obligation of or related to Apache, except liabilities for which warranty made by Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms in Article 3 of this Agreement or otherwise; 9.2.4 any and all Related Agreement or any document delivered by Purchaser at the Terminals Closing; provided, that Purchaser shall have no liability and defense costs arising out under this Section 9.3(a) for any breach of or relating to inaccuracy in any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under representation or warranty unless, in the Multiemployer Plan case of all representations and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller warranties with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of Terminals Closing, except for Terminals Title and Authorization Warranties and the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants representation and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as warranty set forth in Section 2.3.7.3.2, a notice of the Terminals Seller Indemnified Party's claim is given to Purchaser not later than the close of business on January 1, 2002; (b) any breach of or failure by Purchaser to perform any covenant, obligation or other agreement of Purchaser set out in this Agreement and relating to the Terminals Closing or any Related Agreement or any document delivered by Purchaser at the Terminals Closing;

Indemnification by Purchaser. Purchaser agrees to shall save, defend and ---------------------------- indemnify Seller and to Seller's agents and representatives against, and hold each Seller Group Member and Seller's agents and representatives harmless forfrom, from and against any and all Losses incurred by such Seller Group Member arising from claims, demands, damages, debts, liabilities, obligations, actions, costs and expenses (including without limitation, attorneys' fees and costs, court costs and costs of appeal), of every kind, nature and description whatsoever, absolute, fixed or contingent, relating or attributable to, directly which arise out of or indirectlyresult from: 9.2.1 28.2.1. Any failure of Purchaser or AATBS to timely pay, discharge, satisfy or comply with any liability of Purchaser or AATBS according to such liability's terms, except for an Excluded Liability and except for liabilities attributable to Seller's asserted breach of a representation, warranty, covenant or obligation of Seller; 28.2.2. Any inaccuracy in, or breach of, any representation, warranty, covenant or agreement made by Purchaser in this Agreement, the Exhibits hereto or any executed document or paper prepared by Purchaser and delivered in connection with the transactions contemplated hereby; 28.2.3. Any failure of Purchaser to make when due any of its representations, warranties, covenants, obligations or agreements in payment required under this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apachethe Note, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Periodasserted offset rights, or duly to perform or observe any term, provision, covenant, agreement or condition hereunder on the part of AATBS or Purchaser to be performed or observed; 9.2.7 all liabilities 28.2.4. Any claim, litigation or other action of any nature arising from the operation out of the Newsprint Assets any action or the Newsprint Business inaction of Purchaser or Purchaser's officers, directors, employees, agents, or representatives before, on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder and any claim, litigation or Seller has otherwise agreed to pay under other action of any nature arising out of any action or inaction of AATBS or AATBS's officers, directors, employees, agents, or representatives on or after the terms of this Agreement or otherwiseClosing Date; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants 28.2.5. Purchaser's and other representatives (A) pursuant to any sampling or testing conducted pursuant to AATBS's operation and after the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination FeeClosing Date; and 9.2.10 28.2.6. Any action, suit. proceeding, assessment or judgment arising out of or incident to any of the failure of matters indemnified against by Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7under this Agreement.

Indemnification by Purchaser. Subject to Section 8.4, Purchaser agrees to indemnify Seller, its Affiliates and its officers, directors, employees, successors and permitted assigns (the “Seller Indemnified Parties”) after the Closing against and in respect of, and agrees to hold each the Seller Group Member Indemnified Parties harmless forfrom, from and against any and all Losses asserted against, imposed on, incurred by such or suffered by any Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs Indemnified Party arising out of or relating to resulting from any claim for COBRA continuation coverage by any M&A Qualified Beneficiary;of the following: 9.2.5 (ia) any liability incurred breach of or any inaccuracy in any representation or warranty made by Seller pursuant to its being secondarily liable for withdrawal Purchaser in this Agreement other than any breach of or inaccuracy in an Excluded Representation; provided, that Purchaser shall not have any liability under the Multiemployer Plan and (iithis Section 8.3(a) for any withdrawal liability assessed against Seller by the Multiemployer Plan as breach of or inaccuracy in any representation or warranty unless a result notice of the transactions contemplated by this Agreement; 9.2.6 Seller Indemnified Party’s claim is given to Purchaser at any Tax Claim time in the future promptly following discovery of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from such breach; provided, that the operation failure of the Newsprint Assets or the Newsprint Business on or after the Closing Date Seller Indemnified Party to give such prompt written notice shall not relieve Purchaser of its obligations under this Article 8 except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent (if any) that Seller does Purchaser has been prejudiced thereby; (b) any breach of or any inaccuracy in any Excluded Representation; provided, that Purchaser shall not have an indemnity obligation any liability under this Section 8.3(b) for any breach of or inaccuracy in any representation or warranty unless a notice of the Seller Indemnified Party’s claim is given to Purchaser hereunder; 9.2.9 at any time in the future promptly following discovery of such breach; provided, that the failure of the Seller Indemnified Party to give such prompt written notice shall not relieve Purchaser of its obligations under this Article 8 except to the extent (if any) that Purchaser has been prejudiced thereby; or (c) any breach of or failure by (excluding any breach or inaccuracy covered by Sections 8.3(a) and 8.3(b) above) Purchaser to timely pay the Termination Fee; and 9.2.10 the failure perform any agreement, covenant, obligation or undertaking of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth out in Section 2.3.7this Agreement.

Indemnification by Purchaser. (a) From and after the Closing Date, subject to the other provisions of this Article X, the Purchaser agrees to indemnify the Sellers (collectively, the “Indemnified Seller Persons”) and to hold each Seller Group Member of them harmless for, from and against any and all Losses Damages suffered, paid or incurred by any such Indemnified Seller Group Member arising Person resulting from or relating to, directly or indirectly: 9.2.1 caused by (i) any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements the representations and warranties made by the Purchaser to the Sellers in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms Article VI of this Agreement or otherwise; 9.2.4 of any and all liability and defense costs arising out breach of or relating to any claim for COBRA continuation coverage representation by the Purchaser in respect thereof contained in any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller certificate delivered pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and this Agreement or (ii) any withdrawal liability assessed against Seller breach by the Multiemployer Plan as a result Purchaser of any covenant or agreement of the transactions contemplated by Purchaser contained in this Agreement;. 9.2.6 any Tax Claim of (b) Notwithstanding anything to the contrary in this Section 10.2, the Indemnified Seller with respect Persons shall be entitled to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) indemnification pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B10.2(a) with respect to any matter described claim for indemnification pursuant to Section 10.2(a)(i): (i) other than in Section 9.1.2respect of claims for indemnification arising out of, resulting from or caused by a breach of the Purchaser Fundamental Representations, only if, and then only to the extent that the aggregate Damages to all Indemnified Seller does not have an indemnity obligation Persons (without duplication), with respect to all such claims, exceed the Deductible, whereupon (subject to the provisions of clause (ii) below), the Purchaser hereunder; 9.2.9 shall be obligated to pay in full all such amounts but only to the failure extent such aggregate Damages are in excess of Purchaser to timely pay the Termination Feeamount of the Deductible; and 9.2.10 (ii) only with respect to claims for indemnification made on or before the failure date that is 18 months after the Closing Date; provided, that with respect to claims for indemnification arising out of, resulting from or caused by a breach of the Purchaser Fundamental Representations, the Indemnified Seller Persons shall be entitled to obtain indemnification pursuant to Section 10.2(a)(i) with respect to any such claim indefinitely or until the unconditional and irrevocable release of Seller and its Affiliates as set forth latest date provided for their survival in Section 2.3.712.1. (c) The aggregate liability of the Purchaser for indemnification pursuant to this Section 10.2 shall be limited to an amount equal to the product of (i) 0.25, and (ii) the Purchase Price; provided, however, that the aggregate liability of the Purchaser for indemnification in respect of any claims for indemnification arising out of, resulting from or caused by a breach of the Purchaser Fundamental Representations or any covenant of the Purchaser explicitly contained in this Agreement shall be limited to an amount equal to the Purchase Price.

Indemnification by Purchaser. (a) From and after the Closing Date, subject to the other provisions of this Article X, the Purchaser agrees to indemnify the Sellers (collectively, the “Indemnified Seller Persons”) and to hold each Seller Group Member of them harmless for, from and against any and all Losses Damages suffered, paid or incurred by such Indemnified Seller Group Member arising Person to the extent resulting from or relating to, directly or indirectly: 9.2.1 caused by (i) any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements the representations and warranties made by the Purchaser to the Sellers in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms Article VI of this Agreement or otherwise; 9.2.4 of any and all liability and defense costs arising out breach of or relating to any claim for COBRA continuation coverage representation by Purchaser in respect thereof contained in any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller certificate delivered pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and this Agreement, (ii) any withdrawal liability assessed against Seller breach by the Multiemployer Plan as a result Purchaser of any covenant or agreement of the transactions contemplated by Purchaser contained in this Agreement; 9.2.6 , or (iii) any Tax Claim of Seller with respect Taxes attributable to any a Post-Closing Period; 9.2.7 all liabilities arising from Tax Period allocable to the operation of Purchaser under Sections 9.1, 9.2 and any Taxes that the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or liable for under Section 9.6. (b) Notwithstanding anything to the contrary in this Section 10.2, the Indemnified Seller has otherwise agreed Persons shall be entitled to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) indemnification pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B10.2(a)(i) with respect to any matter described claim for indemnification pursuant to Section 10.2(a)(i): (i) other than in Section 9.1.2respect of claims for indemnification arising out of, resulting from or caused by a breach of the Purchaser Fundamental Representations, only if, and then only to the extent that the aggregate Damages to all Indemnified Seller does not have an indemnity obligation Persons (without duplication), with respect to all such claims, exceed the Deductible, whereupon (subject to the provisions of clause (ii) below), the Purchaser hereunder; 9.2.9 shall be obligated to pay in full all such amounts but only to the failure extent such aggregate Damages are in excess of Purchaser to timely pay the Termination Feeamount of the Deductible; and 9.2.10 (ii) only with respect to claims for indemnification made on or before the failure date that is 24 months after the Closing Date; provided, that with respect to claims for indemnification arising out of, resulting from or caused by a breach of the Purchaser Fundamental Representations, the Indemnified Seller Persons shall be entitled to obtain indemnification pursuant to Section 10.2(a)(i) with respect to any such claim indefinitely or until the unconditional and irrevocable release of Seller and its Affiliates as set forth latest date provided for their survival in Section 2.3.712.1; and (iii) only to the amount of the Cap, provided that such Cap shall not apply to the Purchaser Fundamental Representations, provided further that damages for the breach of any Purchaser Fundamental Representation shall be limited to actual damages only and in no event shall include consequential or punitive damages.

Indemnification by Purchaser. (a) The Purchaser agrees to indemnify shall indemnify, hold harmless and to hold each Seller Group Member harmless for, defend the Sellers after the Closing Date against and in respect of: (i) Any and all Losses resulting from any breach of the warranties and against any representations of the Purchaser contained herein; (ii) Any and all Losses incurred by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller paid by the Multiemployer Plan Sellers as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim nonpayment of Seller taxes with respect to any Post-the Acquired Assets or the Corn Silk Business attributable to the period after the Closing PeriodDate; 9.2.7 (iii) Any and all liabilities Losses incurred or paid by the Sellers as a result of a claim of any kind arising from the operation operation, business or ownership of the Newsprint Acquired Assets or the Newsprint Corn Silk Business on or by the Purchaser after the Closing Date except liabilities Date; (iv) Any and all Losses incurred or paid by the Sellers as a result of a claim of any kind relating to the Assumed Liabilities; and (v) All Losses arising from or in connection with any action, suit, proceeding or claim incident to any of the foregoing. (b) Purchaser shall have no liability pursuant to this Section 5.4 for a breach of representation or warranty until the aggregate Losses of Sellers for all breaches of representations and warranties exceeds $50,000, in which event Purchaser is indemnified hereunder shall be liable pursuant to such section for all such Losses in excess of $50,000, up to a maximum aggregate amount of the sum of $5,375,000 plus fifty percent of the Adjusted Inventory Price. (c) The amount of any Loss subject to indemnification pursuant to this Section 5.4 shall be calculated net of any amounts recovered by the Indemnified Person under insurance policies or Seller has otherwise agreed to pay under from other third-party sources with respect thereto (such as contractual indemnities of any person granted beyond the terms scope of this Agreement Agreement). In the event that an Indemnified Person receives any recovery from an insurance policy or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counselother third-party source after an indemnification payment has been made pursuant hereto, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2then, to the extent such recovery, had it been received prior to the indemnification payment of Purchaser, would have reduced such Loss, the Indemnified Person shall forward such payment to the Indemnifying Person (net of the Indemnified Person's costs of collection with respect thereto). (d) The Sellers acknowledge that Seller does not have an indemnity obligation the indemnification provided for in this Section 5.4 is the sole remedy available to the Sellers against Purchaser hereunder; 9.2.9 for the failure matters covered under this Section 5.4; provided, however, that nothing contained herein shall restrict the Seller's right to seek alternative remedies in the case of Purchaser to timely pay alleged common law fraud on the Termination Fee; and 9.2.10 part of the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7Purchaser.