Common use of Indemnification by Seller and Buyer Clause in Contracts

Indemnification by Seller and Buyer. (a) Seller, subject to the limitations set forth in Sections 7.2(d) and 7.2(e) hereof, agrees to defend and indemnify Buyer, and its affiliates, directors, officers, stockholders, employees, agents, successors and assigns (collectively, "Buyer's Indemnified Persons"), against and hold each of them harmless on an after-Tax basis from: (i) any and all losses, liabilities, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity which any of Buyer's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach of any of the representations and warranties of Seller contained in this Agreement or any document, certificate or agreement delivered pursuant hereto; and (ii) fifty percent (50%) of any and all losses, liabilities, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity which any of Buyer's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach of any of the representations and warranties of the Company contained in this Agreement or any document, certificate or agreement delivered pursuant hereto (without giving effect to any materiality qualifications in order for such condition, event or state of fact to cause such representation or warranty to be inaccurate); provided, however, that Seller shall not be obligated to indemnify any Buyer's Indemnified Persons in connection with any inaccuracy or breach of any representation or warranty of the Company if, at the time of such inaccuracy or breach, (A) any officer of Buyer had actual knowledge of all material facts that formed the basis for such inaccuracy or breach and (B) such officer had a full understanding and appreciation of the existence and magnitude of the Seller Indemnifiable Damages (as defined below) arising from or related to such inaccuracy or breach. In the event that Seller asserts that it is not obligated to indemnify Buyer on the basis of the foregoing proviso, Seller shall have the burden of demonstrating that Buyer possessed actual knowledge as set forth in clauses (A) and (B) hereof. Notwithstanding anything to the contrary set forth herein, in the event (1) the representations and warranties of the Company contained in the second sentence of Section 3.6 are inaccurate due to the existence of liabilities described therein which are not usual and normal in amount in relation to the Company's past experience and which are not listed on the Disclosure Schedule or (2) the representations and warranties of the Company contained in Section 3.7(c), Section 3.7(d), or Section 3.7(i) are inaccurate due to the existence of events described therein which exceed the dollar limits set forth therein and which are not listed on the Disclosure Schedule, Seller's indemnification obligation under this Section 7.2(a)(ii) arising as a result of or resulting from such inaccuracy or breach shall be determined by offsetting the fair market value of any benefit received by the Company by reason of the events giving rise to such inaccuracy or breach against the fair market value of any adverse effect that may be suffered or incurred by reason of such inaccuracy or breach. Such amounts described in subsections (i) and (ii) above being hereinafter referred to as "Seller Indemnifiable Damages." (b) Buyer, subject to the limitations set forth in Sections 7.2(d) and 7.2(e) hereof, agrees to defend and indemnify Seller, and its affiliates, directors, officers, stockholders, employees, agents, successors and assigns (collectively, "Seller's Indemnified Persons" and, together with Buyer's Indemnified Persons, "Indemnified Persons"), against and hold each of them harmless on an after-Tax basis from any and all losses, liabilities, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity which any of Seller's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach of any of the representations and warranties of Buyer contained in this Agreement or any document, certificate or agreement delivered pursuant hereto; provided, however, that Buyer shall not be obligated to indemnify any Seller's Indemnified Persons in connection with any inaccuracy or breach of any representation or warranty of Buyer if, at the time of such inaccuracy or breach, (A) any officer of Seller had actual knowledge of all material facts that formed the basis for such inaccuracy or breach and (B) such officer had a full understanding and appreciation of the existence and magnitude of the Buyer Indemnifiable Damages (as defined below) arising from or related to such inaccuracy or breach. In the event that Buyer asserts that it is not obligated to indemnify Seller on the basis of the foregoing proviso, Buyer shall have the burden of demonstrating that Seller possessed actual knowledge as set forth in clauses (A) and (B) hereof. Such amounts described in this subsection (b) are hereinafter referred to as "Buyer Indemnifiable Damages" and, together with the Seller Indemnifiable Damages, as "Indemnifiable Damages." (c) Seller and Buyer (the "Indemnifying Parties") waive any right to require the other to (i) proceed against any person or entity, (ii) proceed against or exhaust any collateral or security or any part thereof or (iii) pursue any other remedy in its power, and waive any defense arising by reason of any inability of any other obligor to pay or any defense based on bankruptcy or insolvency or other similar limitations on creditors' remedies with respect to any other person. (d) The indemnity referred to in Sections 7.2(a) and 7.2(b) shall only apply to Indemnifiable Damages claimed by Indemnified Persons prior to the expiration of the Indemnification Period defined below under Section 7.

Indemnification by Seller and Buyer. (a) Seller, subject Subject to the limitations set forth in Sections 7.2(d) and 7.2(e) hereofother provisions of this Article VIII, agrees to Seller shall, without any right of contribution from the Company or Global Services, indemnify, defend and indemnify Buyerhold harmless the Buyer Indemnified Parties, the Company and its affiliatesGlobal Services from and against any and all costs, directorsexpenses, officerslosses, stockholdersdamages and liabilities (including attorneys’ fees and expenses) actually incurred or paid by any of Buyer Indemnified Parties, employees, agents, successors and assigns the Company or Global Services (collectively, "Buyer's Indemnified Persons"“Buyer Damages”), against and hold each of them harmless on an after-Tax basis to the extent resulting from: , arising out of, or incurred with respect to, (i) any and all losses, liabilities, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred breach of or inaccuracy in the investigation, defense any representation or settlement of any claims covered by this indemnity which any of Buyer's Indemnified Persons may suffer or incur by reason warranty as of the inaccuracy date made or breach of any as of the representations and warranties Closing Date of Seller contained in this Agreement or any documentAgreement, certificate or agreement delivered pursuant hereto; and (ii) fifty percent any breach of any covenant or agreement of Seller contained in this Agreement, (50%iii) all Debt of the Company or Global Services that is to be paid off at or prior to Closing, and (iv) Liabilities of the Company or Global Services related to the matters listed, and in the manner provided, in Section 8.2(a) of the Disclosure Schedule. (b) Subject to the other provisions of this Article VIII, Buyer shall indemnify, defend and hold harmless Seller Indemnified Parties from and against any and all costs, expenses, losses, liabilitiesdamages and liabilities (including attorneys’ fees and expenses) actually incurred or paid by Seller Indemnified Parties (the “Seller Damages”) to the extent resulting from, claimsarising out of, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses or incurred in the investigation, defense or settlement of with respect to (i) any claims covered by this indemnity which any of Buyer's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach of any of the representations and warranties of the Company contained in this Agreement or any document, certificate or agreement delivered pursuant hereto (without giving effect to any materiality qualifications in order for such condition, event or state of fact to cause such representation or warranty to be inaccurate); provided, however, that Seller shall not be obligated to indemnify any Buyer's Indemnified Persons in connection with any inaccuracy or breach of any representation or warranty as of the Company if, at the time of such inaccuracy date made or breach, (A) any officer of Buyer had actual knowledge of all material facts that formed the basis for such inaccuracy or breach and (B) such officer had a full understanding and appreciation as of the existence and magnitude of the Seller Indemnifiable Damages (as defined below) arising from or related to such inaccuracy or breach. In the event that Seller asserts that it is not obligated to indemnify Buyer on the basis of the foregoing proviso, Seller shall have the burden of demonstrating that Buyer possessed actual knowledge as set forth in clauses (A) and (B) hereof. Notwithstanding anything to the contrary set forth herein, in the event (1) the representations and warranties of the Company contained in the second sentence of Section 3.6 are inaccurate due to the existence of liabilities described therein which are not usual and normal in amount in relation to the Company's past experience and which are not listed on the Disclosure Schedule or (2) the representations and warranties of the Company contained in Section 3.7(c), Section 3.7(d), or Section 3.7(i) are inaccurate due to the existence of events described therein which exceed the dollar limits set forth therein and which are not listed on the Disclosure Schedule, Seller's indemnification obligation under this Section 7.2(a)(ii) arising as a result of or resulting from such inaccuracy or breach shall be determined by offsetting the fair market value of any benefit received by the Company by reason of the events giving rise to such inaccuracy or breach against the fair market value of any adverse effect that may be suffered or incurred by reason of such inaccuracy or breach. Such amounts described in subsections (i) and (ii) above being hereinafter referred to as "Seller Indemnifiable Damages." (b) Buyer, subject to the limitations set forth in Sections 7.2(d) and 7.2(e) hereof, agrees to defend and indemnify Seller, and its affiliates, directors, officers, stockholders, employees, agents, successors and assigns (collectively, "Seller's Indemnified Persons" and, together with Buyer's Indemnified Persons, "Indemnified Persons"), against and hold each of them harmless on an after-Tax basis from any and all losses, liabilities, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity which any of Seller's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach of any of the representations and warranties Closing Date of Buyer contained in this Agreement or Agreement, (ii) any document, certificate or agreement delivered pursuant hereto; provided, however, that Buyer shall not be obligated to indemnify any Seller's Indemnified Persons in connection with any inaccuracy or breach of any representation covenant or warranty agreement of Buyer ifcontained in this Agreement, at (iii) except for the time Debt referenced in Section 8.2(a)(3), all Debt of such inaccuracy the Company and Global Services and (iv) all Liabilities of the Company or breach, Global Services of any nature other than (A) any officer those listed, and in the manner provided, in Section 8.2(a) of Seller had actual knowledge of all material facts that formed the basis for such inaccuracy or breach Disclosure Schedule and (B) such officer had those matters that are otherwise the subject of a full understanding valid and appreciation of the existence and magnitude of the Buyer Indemnifiable Damages (as defined below) arising from or related to such inaccuracy or breach. In the event that Buyer asserts that it is not obligated to indemnify Seller on the basis of the foregoing proviso, Buyer shall have the burden of demonstrating that Seller possessed actual knowledge as set forth in clauses (A) and (B) hereof. Such amounts described in this subsection (b) are hereinafter referred to as "Buyer Indemnifiable Damages" and, together with the Seller Indemnifiable Damages, as "Indemnifiable Damages." (c) Seller and Buyer (the "Indemnifying Parties") waive any timely right to require the other to (i) proceed against any person or entity, (ii) proceed against or exhaust any collateral or security or any part thereof or (iii) pursue any other remedy in its power, and waive any defense arising by reason of any inability of any other obligor to pay or any defense based on bankruptcy or insolvency or other similar limitations on creditors' remedies with respect to any other person. (d) The indemnity referred to in Sections 7.2(a) and 7.2(b) shall only apply to Indemnifiable Damages claimed by Indemnified Persons prior to the expiration of the Indemnification Period defined below indemnification under Section 78.2(a) by Buyer, subject in all respects to all applicable limitations, survival periods or conditions on indemnification under this Article VIII of this Agreement.

Indemnification by Seller and Buyer. (a) SellerSeller will indemnify, subject to the limitations set forth in Sections 7.2(d) and 7.2(e) hereofhold harmless, agrees to defend and indemnify bear all reasonable costs of defending Buyer, and together with its affiliates, directors, officers, stockholders, employees, agents, successors and assigns permitted assigns, from, against and with respect to any and all damage, loss, deficiency, expense (including any reasonable fees and expenses of attorneys and other appropriate professionals), action, suit, proceeding, demand, assessment or judgment (collectively, "Buyer's Indemnified Persons"), “Damages”) to or against and hold each Buyer arising out of them harmless on an after-Tax basis fromor in connection with: (i) any and all lossesDamages incurred by or accrued against Seller (with respect to the Business) or the Corporation on or prior to the Closing Date, liabilities, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity which any of Buyer's Indemnified Persons may suffer or incur by reason arising out of the inaccuracy or breach of any of the representations and warranties business activities of Seller contained (with respect to the Business) or the Corporation on or prior to the Closing Date, whether or not disclosed to Buyer in this Agreement or any documentthe disclosure schedules attached hereto (collectively, certificate or agreement delivered pursuant hereto“Pre-Closing Claims”); and (ii) fifty percent (50%) of any and all lossesbreach or violation of, liabilitiesor nonperformance by, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity which any of Buyer's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach Seller of any of the representations and warranties of the Company his or her representations, warranties, covenants or agreements contained in this Agreement or in any document, certificate or agreement delivered pursuant hereto (without giving effect to any materiality qualifications in order for such condition, event or state of fact to cause such representation or warranty to be inaccurate); provided, however, that Seller shall not be obligated to indemnify any Buyer's Indemnified Persons in connection with any inaccuracy or breach of any representation or warranty of the Company if, at the time of such inaccuracy or breach, (A) any officer of Buyer had actual knowledge of all material facts that formed the basis for such inaccuracy or breach and (B) such officer had a full understanding and appreciation of the existence and magnitude of the Seller Indemnifiable Damages (as defined below) arising from or related to such inaccuracy or breach. In the event that Seller asserts that it is not obligated to indemnify Buyer on the basis of the foregoing proviso, Seller shall have the burden of demonstrating that Buyer possessed actual knowledge as set forth in clauses (A) and (B) hereof. Notwithstanding anything to the contrary set forth schedule incorporated by reference herein, in the event (1) the representations and warranties of the Company contained in the second sentence of Section 3.6 are inaccurate due to the existence of liabilities described therein which are not usual and normal in amount in relation to the Company's past experience and which are not listed on the Disclosure Schedule or (2) the representations and warranties of the Company contained in Section 3.7(c), Section 3.7(d), or Section 3.7(i) are inaccurate due to the existence of events described therein which exceed the dollar limits set forth therein and which are not listed on the Disclosure Schedule, Seller's indemnification obligation under this Section 7.2(a)(ii) arising as a result of or resulting from such inaccuracy or breach shall be determined by offsetting the fair market value of any benefit received by the Company by reason of the events giving rise to such inaccuracy or breach against the fair market value of any adverse effect that may be suffered or incurred by reason of such inaccuracy or breach. Such amounts described in subsections (i) and (ii) above being hereinafter referred to as "Seller Indemnifiable Damages." (b) BuyerBuyer will indemnify, subject to the limitations set forth in Sections 7.2(d) and 7.2(e) hereofhold harmless, agrees to defend and indemnify bear all reasonable costs of defending Seller, and its affiliates, directors, officers, stockholders, employees, agents, successors and assigns (collectively, "Seller's Indemnified Persons" and, together with Buyer's Indemnified Personstheir heirs and permitted assigns, "Indemnified Persons")from, against and hold each of them harmless on an after-Tax basis from with respect to any and all lossesDamages to or against Seller arising out of or in connection with: (i) all Damages incurred by or accrued against Buyer or the Corporation after the Closing Date (other than Pre-Closing Claims); and (ii) any breach or violation of, liabilitiesor nonperformance by, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity which any of Seller's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach Buyer of any of the representations and warranties of Buyer its representations, warranties, covenants or agreements contained in this Agreement or in any document, certificate or agreement delivered schedule required to be furnished pursuant hereto; provided, however, that Buyer shall not be obligated to indemnify any Seller's Indemnified Persons in connection with any inaccuracy or breach of any representation or warranty of Buyer if, at the time of such inaccuracy or breach, (A) any officer of Seller had actual knowledge of all material facts that formed the basis for such inaccuracy or breach and (B) such officer had a full understanding and appreciation of the existence and magnitude of the Buyer Indemnifiable Damages (as defined below) arising from or related to such inaccuracy or breach. In the event that Buyer asserts that it is not obligated to indemnify Seller on the basis of the foregoing proviso, Buyer shall have the burden of demonstrating that Seller possessed actual knowledge as set forth in clauses (A) and (B) hereof. Such amounts described in this subsection (b) are hereinafter referred to as "Buyer Indemnifiable Damages" and, together with the Seller Indemnifiable Damages, as "Indemnifiable DamagesAgreement." (c) Seller and Buyer (the "Indemnifying Parties") waive any right to require the other to (i) proceed against any person or entity, (ii) proceed against or exhaust any collateral or security or any part thereof or (iii) pursue any other remedy in its power, and waive any defense arising by reason of any inability of any other obligor to pay or any defense based on bankruptcy or insolvency or other similar limitations on creditors' remedies with respect to any other person. (d) The indemnity referred to in Sections 7.2(a) and 7.2(b) shall only apply to Indemnifiable Damages claimed by Indemnified Persons prior to the expiration of the Indemnification Period defined below under Section 7.

Indemnification by Seller and Buyer. (a) Seller, subject Subject to the limitations set forth in Sections 7.2(d) and 7.2(e) hereofSection 10.02, agrees to defend and indemnify BuyerSELLER will indemnify, hold harmless, defend, and its affiliatesbear all costs of defending BUYER, directors, officers, stockholders, employees, agents, together with BUYER’s successors and assigns permitted assigns, from, against, and with respect to all damage, loss, deficiency, and related expense (including any reasonable attorney and accountant fees, and related expenses), action, suit, proceedings, demand, assessment, or judgment to or against BUYER (collectively, "Buyer's Indemnified Persons")BUYER’s Aggregate Net Loss) arising prior to Closing out of or in connection with: any breach or violation of, against and hold each of them harmless on an after-Tax basis from: (i) any and all losses, liabilities, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered nonperformance by this indemnity which any of Buyer's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach SELLER of any of the representations and warranties of Seller contained its representations, warranties, covenants, or agreements in this Agreement or in any agreement, document, certificate certificate, or agreement delivered pursuant heretoschedule required to be furnished under this Agreement; and any obligation, debt, or liability of SELLER that is not one of the Assumed Liabilities; or all taxes arising out of the purchase and sale of the Acquired Assets. Subject to the limitations in Section 10.02, BUYER will indemnify, hold harmless, defend, and bear all costs of defending SELLER, together with its heirs, successors and permitted assigns, from, against, and with respect to all damage, loss, deficiency, expense (ii) fifty percent (50%) including any reasonable attorney and accountant fees and related expenses, but any indemnification with respect to attorney and accountant fees and related expenses is limited to one legal counsel and one accountant who represent all of any and all lossesSELLER, liabilitiesaction, claims, suitssuit, proceedings, demandsdemand, judgmentsassessment, damagesor judgment to or against SELLER (collectively, expenses and costsSELLER’s Aggregate Net Loss) arising out of or in connection with: BUYER’s breach, includingviolation, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity which any of Buyer's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach nonperformance of any of the representations and warranties of the Company contained its representations, warranties, covenants, or agreements in this Agreement or in any agreement, document, certificate certificate, or agreement delivered pursuant hereto (without giving effect to any materiality qualifications in order for such condition, event or state of fact to cause such representation or warranty schedule required to be inaccurate)furnished under this Agreement; provided, however, that Seller shall not be obligated to indemnify and any Buyer's Indemnified Persons in connection with any inaccuracy or breach of any representation or warranty of the Company ifAssumed Liabilities. The rights of BUYER, at the time SELLER to assert indemnification claims survive for a period of such inaccuracy or breach, (A) any officer of Buyer had actual knowledge of all material facts that formed the basis for such inaccuracy or breach and (B) such officer had a full understanding and appreciation of the existence and magnitude of the Seller Indemnifiable Damages (as defined below) arising from or related to such inaccuracy or breachfive years. In the event that Seller asserts that it is not obligated to indemnify Buyer on the basis of the foregoing proviso, Seller shall have the burden of demonstrating that Buyer possessed actual knowledge as set forth in clauses (A) and (B) hereof. Notwithstanding anything to the contrary set forth herein, in the event (1) the representations and warranties of the Company contained in the second sentence of Section 3.6 are inaccurate due to the existence of liabilities described therein which are not usual and normal in amount in relation to the Company's past experience and which are not listed on the Disclosure Schedule or (2) the representations and warranties of the Company contained in Section 3.7(c), Section 3.7(d), or Section 3.7(i) are inaccurate due to the existence of events described therein which exceed the dollar limits set forth therein and which are not listed on the Disclosure Schedule, Seller's indemnification obligation under this Section 7.2(a)(ii) arising as a result of or resulting from such inaccuracy or breach shall be determined by offsetting the fair market value of any benefit received by the Company by reason of the events giving rise to such inaccuracy or breach against the fair market value of any adverse effect that may be suffered or incurred by reason of such inaccuracy or breach. Such amounts described in subsections (i) and (ii) above being hereinafter referred to as "Seller Indemnifiable Damages." (b) Buyer, subject to the limitations set forth in Sections 7.2(d) and 7.2(e) hereof, agrees to defend and indemnify Seller, and its affiliates, directors, officers, stockholders, employees, agents, successors and assigns (collectively, "Seller's Indemnified Persons" and, together with Buyer's Indemnified Persons, "Indemnified Persons"), against and hold each of them harmless on an after-Tax basis from any and all losses, liabilities, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity which any of Seller's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach of any of the representations and warranties of Buyer contained in this Agreement or any document, certificate or agreement delivered pursuant hereto; provided, however, that Buyer shall not be obligated to indemnify any Seller's Indemnified Persons in connection with any inaccuracy or breach of any representation or warranty of Buyer if, at the time of such inaccuracy or breach, (A) any officer of Seller had actual knowledge of all material facts that formed the basis for such inaccuracy or breach and (B) such officer had a full understanding and appreciation of the existence and magnitude of the Buyer Indemnifiable Damages (as defined below) arising from or related to such inaccuracy or breach. In the event that Buyer asserts that it is not obligated to indemnify Seller on the basis of the foregoing proviso, Buyer shall have the burden of demonstrating that Seller possessed actual knowledge as set forth in clauses (A) and (B) hereof. Such amounts described in this subsection (b) are hereinafter referred to as "Buyer Indemnifiable Damages" and, together with the Seller Indemnifiable Damages, as "Indemnifiable Damages." (c) Seller and Buyer (the "Indemnifying Parties") waive any right to require the other to (i) proceed against any person or entity, (ii) proceed against or exhaust any collateral or security or any part thereof or (iii) pursue any other remedy in its power, and waive any defense arising by reason of any inability of any other obligor to pay or any defense based on bankruptcy or insolvency or other similar limitations on creditors' remedies no liability with respect to any other personparticular loss or series of related losses indemnifiable hereunder until the total amount of such losses exceeds $250,000 at which point the full amount thereof will be considered an indemnifiable loss. (d) The indemnity referred to in Sections 7.2(a) and 7.2(b) shall only apply to Indemnifiable Damages claimed by Indemnified Persons prior to the expiration of the Indemnification Period defined below under Section 7.

Indemnification by Seller and Buyer. (a) SellerFrom and after the Closing, subject to the limitations set forth in Sections 7.2(d) and 7.2(e) hereof, agrees to defend and indemnify Buyer, Buyer and its affiliatesAffiliates and their respective officers, managers, directors, officers, stockholders, employees, agents, successors employees and assigns agents (collectively, "Buyer's the “Buyer Indemnified Persons")Parties”) shall be held harmless and indemnified by Seller to the extent of any loss, against liability, obligation, damage or expense ((x) including reasonable legal fees, costs and hold each expenses, but (y) excluding any unforeseeable, speculative, special, indirect, consequential, exemplary and punitive damages except in respect of them harmless on an after-Tax basis a Third Party Claim) (collectively, “Losses”) arising from, in connection with or otherwise with respect to: (i) any and all lossesinaccuracy in, liabilities, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity which any of Buyer's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach of of, any of the representations and warranties representation or warranty of Seller contained in this Agreement or any documentAncillary Agreement; (ii) any failure by Seller or any of its Subsidiaries to perform, certificate fulfill or agreement delivered pursuant heretocomply with any covenant, agreement, obligation or undertaking of Seller or any of its Subsidiaries contained in this Agreement or any Ancillary Agreement; (iii) any Excluded Liability, or the operation or ownership of any Excluded Assets; and (iiiv) fifty percent (50%) of any and all losses, liabilities, claimsactions, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity which any of Buyer's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach of any of the representations and warranties of the Company contained in this Agreement or any document, certificate or agreement delivered pursuant hereto (without giving effect to any materiality qualifications in order for such condition, event or state of fact to cause such representation or warranty to be inaccurate); provided, however, that Seller shall not be obligated to indemnify any Buyer's Indemnified Persons in connection with any inaccuracy or breach of any representation or warranty of the Company if, at the time of such inaccuracy or breach, (A) any officer of Buyer had actual knowledge of all material facts that formed the basis for such inaccuracy or breach and (B) such officer had a full understanding and appreciation of the existence and magnitude of the Seller Indemnifiable Damages (as defined below) arising from or related to such inaccuracy or breach. In the event that Seller asserts that it is not obligated to indemnify Buyer on the basis of the foregoing proviso, Seller shall have the burden of demonstrating that Buyer possessed actual knowledge as set forth in clauses (A) and (B) hereof. Notwithstanding anything to the contrary set forth herein, in the event (1) the representations and warranties of the Company contained in the second sentence of Section 3.6 are inaccurate due to the existence of liabilities described therein which are not usual and normal in amount in relation to the Company's past experience and which are not listed on the Disclosure Schedule or (2) the representations and warranties of the Company contained in Section 3.7(c), Section 3.7(d), or Section 3.7(i) are inaccurate due to the existence of events described therein which exceed the dollar limits set forth therein and which are not listed on the Disclosure Schedule, Seller's indemnification obligation under this Section 7.2(a)(ii) arising as a result of or resulting from such inaccuracy or breach shall be determined by offsetting the fair market value of any benefit received by the Company by reason of the events giving rise to such inaccuracy or breach against the fair market value of any adverse effect that may be suffered or incurred by reason of such inaccuracy or breach. Such amounts described in subsections (i) and (ii) above being hereinafter referred to as "Seller Indemnifiable Damages." (b) Buyer, subject to the limitations set forth in Sections 7.2(d) and 7.2(e) hereof, agrees to defend and indemnify Seller, and its affiliates, directors, officers, stockholders, employees, agents, successors and assigns (collectively, "Seller's Indemnified Persons" and, together with Buyer's Indemnified Persons, "Indemnified Persons"), against and hold each of them harmless on an after-Tax basis from any and all losses, liabilities, claims, suits, proceedings, demandsassessments, judgments, damages, expenses and costs, including, without limitation, reasonable counsel feesawards, costs and expenses incurred (including third-party fees and expenses, subject to and in the investigation, defense or settlement of any claims covered by this indemnity which any of Seller's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach of compliance with Section 6.04) related to any of the representations foregoing or incurred in connection with the enforcement of the rights of any such Buyer Indemnified Party with respect to clauses (i), (ii) and warranties (iii). (b) From and after the Closing, Seller and its Affiliates and their respective officers, managers, directors, employees and agents (collectively, the “Seller Indemnified Parties”) shall be held harmless and indemnified by Buyer to the extent of any Losses arising from, in connection with or otherwise with respect to: (i) any inaccuracy in, or breach of, any representation or warranty of Buyer contained in this Agreement or any documentAncillary Agreement; (ii) any failure by Buyer to perform, certificate fulfill or agreement delivered pursuant heretocomply with any covenant, agreement, obligation or undertaking of the Seller contained in this Agreement or any Ancillary Agreement; (iii) any Assumed Liability; providedand (iv) any and all actions, howeversuits, that Buyer shall not be obligated proceedings, demands, assessments, judgments, damages, awards, costs and expenses (including third-party fees and expenses) incident to indemnify any Seller's Indemnified Persons of the foregoing or incurred in connection with any inaccuracy or breach the enforcement of the rights of any representation or warranty of Buyer if, at the time of such inaccuracy or breachSeller Indemnified Party with respect to clauses (i), (A) any officer of Seller had actual knowledge of all material facts that formed the basis for such inaccuracy or breach and (B) such officer had a full understanding and appreciation of the existence and magnitude of the Buyer Indemnifiable Damages (as defined below) arising from or related to such inaccuracy or breach. In the event that Buyer asserts that it is not obligated to indemnify Seller on the basis of the foregoing proviso, Buyer shall have the burden of demonstrating that Seller possessed actual knowledge as set forth in clauses (Aii) and (B) hereof. Such amounts described in this subsection (b) are hereinafter referred to as "Buyer Indemnifiable Damages" and, together with the Seller Indemnifiable Damages, as "Indemnifiable Damagesiii)." (c) The obligations of Seller and under 6.01(a)(i) after the Closing shall not be affected by any knowledge by any Buyer (Indemnified Party at or prior to the "Indemnifying Parties") waive Closing of any right to require the other to (i) proceed against any person breach of a representation or entitywarranty, (ii) proceed against or exhaust any collateral or security whether such knowledge came from Seller, Buyer or any part thereof other Person. The obligations of Buyer under 6.01(b)(i) after the Closing shall not be affected by any knowledge by any Seller Indemnified Party at or (iii) pursue prior to the Closing of any breach of a representation or warranty, whether such knowledge came from Seller, Buyer or any other remedy in its power, and waive any defense arising by reason of any inability of any other obligor to pay or any defense based on bankruptcy or insolvency or other similar limitations on creditors' remedies with respect to any other personPerson. (d) The indemnity referred to in Sections 7.2(a) and 7.2(b) Any indemnification payment under this Agreement shall only apply to Indemnifiable Damages claimed be treated by Indemnified Persons prior the parties as an adjustment to the expiration of the Indemnification Period defined below under Section 7Purchase Price for Tax purposes.

Indemnification by Seller and Buyer. (a) SellerSeller will indemnify, subject to the limitations set forth in Sections 7.2(d) and 7.2(e) hereofhold harmless, agrees to defend and indemnify bear all costs of defending Buyer, together with Buyer's subsidiaries, affiliates, its successors and assigns, and its affiliates, directors, officers, stockholdersand managers, employeesfrom, agentsagainst and with respect to any and all damage, successors loss, deficiency, expense (including any reasonable attorney and assigns accountant fees, legal costs or expenses), action, suit, proceedings, demand, assessment or judgment to or against Buyer (collectively, "Buyer's Indemnified PersonsAggregate Net Loss"), against and hold each ) arising out of them harmless on an after-Tax basis fromor in connection with: (i) any and all lossesbreach or violation of, liabilitiesor nonperformance by, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity which any of Buyer's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach Seller of any of the representations and warranties of Seller its representations, warranties, covenants or agreements contained in this Agreement or in any other agreement, document, certificate or agreement delivered schedule required to be furnished pursuant heretoto this Agreement; (ii) the Excluded Assets; and (ii) fifty percent (50%) of any and all losses, liabilities, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity which any of Buyer's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach of any of the representations and warranties of the Company contained in this Agreement or any document, certificate or agreement delivered pursuant hereto (without giving effect to any materiality qualifications in order for such condition, event or state of fact to cause such representation or warranty to be inaccurate); provided, however, that Seller shall not be obligated to indemnify any Buyer's Indemnified Persons in connection with any inaccuracy or breach of any representation or warranty of the Company if, at the time of such inaccuracy or breach, (A) any officer of Buyer had actual knowledge of all material facts that formed the basis for such inaccuracy or breach and (B) such officer had a full understanding and appreciation of the existence and magnitude of the Seller Indemnifiable Damages (as defined below) arising from or related to such inaccuracy or breach. In the event that Seller asserts that it is not obligated to indemnify Buyer on the basis of the foregoing proviso, Seller shall have the burden of demonstrating that Buyer possessed actual knowledge as set forth in clauses (A) and (B) hereof. Notwithstanding anything to the contrary set forth herein, in the event (1iii) the representations and warranties of the Company contained in the second sentence of Section 3.6 are inaccurate due to the existence of liabilities described therein which are not usual and normal in amount in relation to the Company's past experience and which are not listed on the Disclosure Schedule or (2) the representations and warranties of the Company contained in Section 3.7(c), Section 3.7(d), or Section 3.7(i) are inaccurate due to the existence of events described therein which exceed the dollar limits set forth therein and which are not listed on the Disclosure Schedule, Seller's indemnification obligation under this Section 7.2(a)(ii) arising as a result of or resulting from such inaccuracy or breach shall be determined by offsetting the fair market value of any benefit received by the Company by reason of the events giving rise to such inaccuracy or breach against the fair market value of any adverse effect that may be suffered or incurred by reason of such inaccuracy or breach. Such amounts described in subsections (i) and (ii) above being hereinafter referred to as "Seller Indemnifiable DamagesExcluded Liabilities." (b) BuyerBuyer will indemnify, subject to the limitations set forth in Sections 7.2(d) and 7.2(e) hereofhold harmless, agrees to defend and indemnify bear all costs of defending Seller, together with Seller's subsidiaries, affiliates, successors and permitted assigns, and its affiliates, officers and directors, officersfrom, stockholdersagainst and with respect to any and all damage, employeesloss, agentsdeficiency, successors expense (including any reasonable attorney and assigns accountant fees, legal costs or expenses), action, suit, proceeding, demand, assessment or judgment to or against Seller (collectively, "Seller's Indemnified Persons" and, together with Buyer's Indemnified Persons, Aggregate Net Loss"Indemnified Persons"), against and hold each ) arising out of them harmless on an after-Tax basis from any and or in connection with: (i) all losses, liabilities, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses damages or claims incurred in the investigation, defense or settlement of any claims covered by this indemnity which any of Seller's Indemnified Persons may suffer accrued against Buyer or incur by reason arising out of the inaccuracy business activities of Buyer after the Closing Date; (ii) any breach or breach violation of, or nonperformance by, Buyer of any of the representations and warranties of Buyer its representations, warranties, covenants or agreements contained in this Agreement or in any other agreement, document, certificate or agreement delivered schedule required to be furnished pursuant heretoto this Agreement; provided, however, that Buyer shall not be obligated to indemnify any Seller's Indemnified Persons in connection with any inaccuracy or breach of any representation or warranty of Buyer if, at the time of such inaccuracy or breach, (A) any officer of Seller had actual knowledge of all material facts that formed the basis for such inaccuracy or breach and (B) such officer had a full understanding and appreciation of the existence and magnitude of the Buyer Indemnifiable Damages (as defined below) arising from or related to such inaccuracy or breach. In the event that Buyer asserts that it is not obligated to indemnify Seller on the basis of the foregoing proviso, Buyer shall have the burden of demonstrating that Seller possessed actual knowledge as set forth in clauses (A) and (B) hereof. Such amounts described in this subsection (b) are hereinafter referred to as "Buyer Indemnifiable Damages" and, together with the Seller Indemnifiable Damages, as "Indemnifiable Damages." (c) Seller and Buyer (the "Indemnifying Parties") waive any right to require the other to (i) proceed against any person or entity, (ii) proceed against or exhaust any collateral or security or any part thereof or (iii) pursue any other remedy in its power, and waive any defense arising by reason of any inability of any other obligor to pay or any defense based on bankruptcy or insolvency or other similar limitations on creditors' remedies with respect to any other person.the Assumed Liabilities; and (div) The indemnity referred Assets to in Sections 7.2(a) and 7.2(b) shall only apply to Indemnifiable Damages claimed by Indemnified Persons prior to the expiration of the Indemnification Period defined below under Section 7be Acquired.

Indemnification by Seller and Buyer. (a) Seller, subject to the limitations set forth in Sections 7.2(d) and 7.2(e) hereof, agrees to defend and indemnify Buyer, and its affiliates, directors, officers, stockholders, employees, agents, successors and assigns (collectively, "Buyer's Indemnified Persons"), against and hold each of them harmless on an after-Tax basis from: (i) Subject to the terms, conditions and limitations of this Article X, from and after the Closing Date Seller shall indemnify and hold harmless each Buyer Indemnified Person from and against any Loss which such Buyer Indemnified Person may suffer, sustain or become subject to, as a result of or based upon or arising out of (and all losses, liabilities, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense whether or settlement of not involving a Third Party Claim): (A) any claims covered by this indemnity which any of Buyer's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach of any of the representations Seller Warranties (other than the Seller Fundamental Warranties and warranties of the Seller contained in this Agreement or any document, certificate or agreement delivered pursuant hereto; andIntermediate Warranties); (iiB) fifty percent (50%) of any and all losses, liabilities, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity which any of Buyer's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach of any of the representations and warranties of the Company contained in this Agreement or Seller Fundamental Warranties; (C) any document, certificate or agreement delivered pursuant hereto (without giving effect to any materiality qualifications in order for such condition, event or state of fact to cause such representation or warranty to be inaccurate); provided, however, that Seller shall not be obligated to indemnify any Buyer's Indemnified Persons in connection with any inaccuracy or breach of any representation or warranty of the Company if, at Seller Intermediate Warranties; (D) any errors or omission in the time of such inaccuracy or breach, calculations delivered to Buyer pursuant to Section 2.5; (A) any officer Intentional Fraud or willful misconduct committed by Seller in connection with the negotiation or execution any of Buyer had actual knowledge the Transaction Agreements or the consummation of all material facts that formed any of the basis for such inaccuracy or breach and Transactions; (B) such officer had a full understanding and appreciation any Taxes of the existence Company (or for which the Company is responsible) for any Pre-Closing Tax Period (taking into account estimated payments of, and magnitude any other amounts creditable against, such Taxes), but only to the extent such Taxes (x) were not included in the computation of the Seller Indemnifiable Damages Closing Net Working Capital as finally determined, and (as defined belowy) arising do not result from or related to such inaccuracy or breach. In the event that Seller asserts that it is not obligated to indemnify any action of Buyer on the basis Closing Date following the Closing; and (C) any Taxes of the foregoing proviso, Seller shall have the burden of demonstrating that Buyer possessed actual knowledge as set forth in clauses for any period. (Aii) and (B) hereof. Notwithstanding anything Subject to the contrary set forth hereinterms, in the event (1) the representations conditions and warranties limitations of the Company contained in the second sentence of Section 3.6 are inaccurate due to the existence of liabilities described therein this Article X, Buyer shall indemnify and hold harmless each Seller Indemnified Person from and against any Loss which are not usual and normal in amount in relation to the Company's past experience and which are not listed on the Disclosure Schedule such Seller Indemnified Person may suffer, sustain or (2) the representations and warranties of the Company contained in Section 3.7(c)become subject to, Section 3.7(d), or Section 3.7(i) are inaccurate due to the existence of events described therein which exceed the dollar limits set forth therein and which are not listed on the Disclosure Schedule, Seller's indemnification obligation under this Section 7.2(a)(ii) arising as a result of or resulting from such inaccuracy based upon or breach shall be determined by offsetting the fair market value arising out of any benefit received by the Company by reason of the events giving rise to such inaccuracy (and whether or breach against the fair market value of any adverse effect that may be suffered or incurred by reason of such inaccuracy or breach. Such amounts described in subsections (i) and (ii) above being hereinafter referred to as "Seller Indemnifiable Damages."not involving a Third Party Claim): (bA) Buyerany breach of, subject to the limitations set forth or misrepresentation or inaccuracy in Sections 7.2(d) and 7.2(e) hereof, agrees to defend and indemnify Seller, and its affiliates, directors, officers, stockholders, employees, agents, successors and assigns (collectively, "Seller's Indemnified Persons" and, together with Buyer's Indemnified Persons, "Indemnified Persons"), against and hold each of them harmless on an after-Tax basis from any and all losses, liabilities, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity which any of Seller's Indemnified Persons may suffer or incur by reason of the inaccuracy or breach of any of the representations and or warranties of made by Buyer contained in this Agreement or any document, certificate or agreement delivered pursuant heretoAgreement; provided, however, that Buyer shall not be obligated to indemnify any Seller's Indemnified Persons in connection with any inaccuracy or breach of any representation or warranty of Buyer if, at the time of such inaccuracy or breach, (A) any officer of Seller had actual knowledge of all material facts that formed the basis for such inaccuracy or breach and and (B) such officer had a full understanding and appreciation any breach of the existence and magnitude or failure to perform any covenant or agreement of the Buyer Indemnifiable Damages (as defined below) arising from or related to such inaccuracy or breach. In the event that Buyer asserts that it is not obligated to indemnify Seller on the basis of the foregoing proviso, Buyer shall have the burden of demonstrating that Seller possessed actual knowledge as set forth in clauses (A) and (B) hereof. Such amounts described provided for in this subsection (b) are hereinafter referred to as "Buyer Indemnifiable Damages" and, together with the Seller Indemnifiable Damages, as "Indemnifiable DamagesAgreement." (c) Seller and Buyer (the "Indemnifying Parties") waive any right to require the other to (i) proceed against any person or entity, (ii) proceed against or exhaust any collateral or security or any part thereof or (iii) pursue any other remedy in its power, and waive any defense arising by reason of any inability of any other obligor to pay or any defense based on bankruptcy or insolvency or other similar limitations on creditors' remedies with respect to any other person. (d) The indemnity referred to in Sections 7.2(a) and 7.2(b) shall only apply to Indemnifiable Damages claimed by Indemnified Persons prior to the expiration of the Indemnification Period defined below under Section 7.