Common use of Indemnification by Seller and Parent Clause in Contracts

Indemnification by Seller and Parent. Seller and Parent, jointly and severally, shall indemnify, defend and hold harmless Purchaser, ICF, the Company, its Subsidiaries and their respective Representatives and Affiliates (the “Purchaser Indemnified Persons”), and shall reimburse the Purchaser Indemnified Persons on demand, for any Damages (including any Damages suffered after the end of any applicable survival period, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of such survival period) resulting from, arising out of, relating to or caused by: (i) Any breach or default in the performance by Seller, Parent or the Company of any covenant or agreement of Seller, Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (ii) Any breach of any warranty or representation made by Seller or Parent herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (iii) Any Liabilities of the Company or its Subsidiaries existing at or arising out of or from business conducted on or before the Closing Date, to the extent such Liabilities are not (i) accrued or reserved in the calculation of Final Working Capital, and (ii) executory obligations to provide services after the Closing Date under Contracts entered into by the Company or its Subsidiaries in the ordinary course of business other than any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunder; (iv) Any Liabilities arising from or relating to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto; (v) Any Liabilities arising from or relating to the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r)); (vi) Any Excluded Liabilities, other than any deferred rent and deferred leasehold incentives; or (vii) Any Liabilities arising out of or relating to the matters referred to in Exhibit L.

Indemnification by Seller and Parent. From and after the Closing, Seller and Parent, Parent agree jointly and severally, shall indemnify, defend severally to indemnify and hold harmless Purchaser, ICF, the Company, its Subsidiaries each Buyer Group Member from and their respective Representatives against any and Affiliates (the “Purchaser Indemnified Persons”), all Loss and shall reimburse the Purchaser Indemnified Persons on demand, for any Damages (including any Damages suffered after the end of any applicable survival period, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of Expense incurred by such survival period) resulting Buyer Group Member in connection with or arising from, arising out of, relating to or caused by: (i) Any any breach by either of Seller or default Parent of, or any other failure of either of Seller or Parent to perform, any of its covenants, agreements or obligations in the performance by Seller, Parent or the Company of any covenant or agreement of Seller, Parent or the Company contained herein, in any agreement contemplated hereby, this Agreement or in any Exhibit hereto Ancillary Agreement; (ii) any breach of any warranty or thereto, the inaccuracy of any representation of Seller or Parent contained or referred to in this Agreement or any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (ii) Any breach of any warranty or representation made by Seller or Parent herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto (disregarding any materiality or theretoMaterial Adverse Effect qualifications contained in such representations and warranties); (iii) Any Liabilities of the Company any material breach by Sander or its Subsidiaries existing at or arising out of or from business conducted on or before the Closing DateOption Party of, to the extent such Liabilities are not (i) accrued or reserved in the calculation of Final Working Capital, and (ii) executory obligations to provide services after the Closing Date under Contracts entered into by the Company or its Subsidiaries in the ordinary course of business other than any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunderother failure of either Sander or Option Party to perform in any material respect, any of its covenants, agreements or obligations in, or contemplated to be performed by Sander or Option Party under, this Agreement or in any Ancillary Agreement, or any failure or inability of Parent in any material respect to cause Sander or Option Party to take, or not take, any action contemplated by or referred to in this Agreement to be taken, or not taken, by Sander or Option Party (whether or not Parent’s covenant hereunder is qualified by any efforts standard); (iv) Any Liabilities arising from the failure of Seller or relating Option Party to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto;perform any Excluded Liabilities; or (v) Any Liabilities arising from or any Losses which Buyer incurs as a result of accepting liability for any enforcement action by the FCC relating to any period prior to the Management Incentive PlansClosing pursuant to Sections 5.3(a) and (e) above. provided, however, that Seller and Parent shall not be required to indemnify and hold harmless pursuant to clause (ii) with respect to Loss and Expense incurred by Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Loss and Expense exceeds $844,700; and, provided, further, that the aggregate amount that Seller and Parent shall be required to indemnify and hold harmless pursuant to clause (ii) with respect to Loss and Expense incurred by Buyer Group Members shall not exceed $17,694,000. The indemnification provided for in this Section 9.1 shall terminate one (1) year after the Closing Date (and no claims shall be made by any Buyer Group Members under this Section 9.1 thereafter), except that the indemnification by Seller and Parent shall continue in any event as to: (A) the representations and warranties in Sections 3.3(a), 3.3(b), 3.7, 3.10 and 3.14, as to all of which no time limitation shall apply other than Purchaser’s obligation the full period of any applicable statute of limitations; (B) the covenants of Seller and Parent set forth in Sections 6.1, 11.2 or 11.10, as to all of which no time limitation shall apply other than the full period of any applicable statute of limitations; (C) any Loss or Expense incurred by any Buyer Group Member in connection with or arising out of the failure of Seller or Option Party to pay or perform any Excluded Liability, as to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r));which no time limitation shall apply; and (viD) Any Excluded Liabilities, other than any deferred rent Loss or Expense of which any Buyer Group Member has notified Seller and deferred leasehold incentives; or (vii) Any Liabilities arising out Parent in accordance with the requirements of Section 9.3 on or relating prior to the matters referred date such indemnification would otherwise terminate in accordance with this Section 9.1, as to which the obligation of Seller and Parent shall continue until the liability of Seller and Parent shall have been determined pursuant to this Article IX, and Seller and/or Parent shall have reimbursed all Buyer Group Members for the full amount of such Loss and Expense in Exhibit L.accordance with this Article IX.

Indemnification by Seller and Parent. From and after the Closing, Seller and Parent, jointly and severally, shall will indemnify, defend and hold harmless PurchaserPurchaser and its Affiliates and Representatives (each, ICF, the Company, its Subsidiaries and their respective Representatives and Affiliates (the a “Purchaser Indemnified PersonsParty”), from and shall reimburse against any and all Liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, causes of action, assessments, losses, costs, expenses, interest, fines, penalties, Taxes, damages or costs or expenses of any and all Actions, investigations, proceedings, judgments, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts) but excluding any exemplary or punitive damages (other than those owed or owing to any third Person) (individually, a “Loss” and collectively, the “Losses”) sustained or incurred by such Purchaser Indemnified Persons on demandParty relating to, for resulting from or arising in connection with any Damages (including any Damages suffered after the end of any applicable survival period, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of such survival period) resulting from, arising out of, relating to or caused byfollowing: (ia) Any subject to Section 8.11, any inaccuracy in or breach of a representation or default warranty of the Seller in this Agreement or in any Transaction Document (excluding the performance by Seller, Parent Supply Agreement); (b) any non-compliance with or the Company breach of any covenant or agreement of Seller, Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (ii) Any breach of any warranty or representation made by Seller or Parent hereinunder this Agreement or the Transaction Documents (excluding the Supply Agreement); (c) any Excluded Liabilities; (d) any Excluded Assets; (e) Seller Transaction Expenses; (f) any event, in any agreement contemplated herebymatter, or in any Exhibit hereto or theretocircumstance occurring, existing, or in any certificate delivered relating to the ownership, operation or to be delivered by or on behalf maintenance of Seller, Parent the Fiber Business or a Purchased Asset prior to Closing (including the Company pursuant hereto or thereto; (iiiAction identified on Schedule 2.3(e) Any Liabilities of and the Company or its Subsidiaries existing at or arising out of or from business conducted specific indemnification matters set forth on or before the Closing Date, Schedule 8.1(f)) to the extent such Liabilities Losses are not (i) accrued or reserved in included among the calculation of Final Working Capital, and (ii) executory obligations to provide services after the Closing Date under Contracts entered into by the Company or its Subsidiaries in the ordinary course of business other than any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunder; (iv) Any Liabilities arising from or relating to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto; (v) Any Liabilities arising from or relating to the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r)); (vi) Any Excluded Assumed Liabilities, other than any deferred rent and deferred leasehold incentives; or (viig) Any Liabilities arising out of any non-insured costs or expenses relating to any Purchased Assets that are damaged or destroyed by accident, fire or other casualty, as set forth in Section 5.21; provided, that (i) Seller and Parent shall not have any liability under clause (a) above with respect to breaches of the matters referred representations and warranties set forth in ARTICLE 3 (other than with respect to the Fundamental Representations which, in Exhibit L.each case, are excluded from the Deductible) unless the aggregate amount of all Losses relating thereto for which Seller would, but for this proviso, be liable hereunder exceeds on a cumulative basis an amount equal to $275,000 (the “Deductible”), and then Seller and Parent shall be liable only for the amount of such Losses in excess of $137,500; (ii) Seller’s and Parent’s aggregate maximum liability under clause (a) above with respect to breaches of the representations and warranties set forth in ARTICLE 3 (other than with respect to the Fundamental Representations which are excluded from the Cap) shall in no event exceed $6,562,500 (the “Cap”); and (iii) Seller’s and Parent’s aggregate maximum liability under this Agreement shall in no event exceed the Final Purchase Price (with it being understood, however, that nothing in this Agreement (including this Section 8.1) shall limit or restrict any of the Purchaser Indemnified Parties’ rights to maintain or recover any amounts or Losses in connection with any Action or claim based upon fraud (an element of which is intent) or intentional misrepresentation with respect to the representations or warranties set forth in ARTICLE 3.

Indemnification by Seller and Parent. Seller and Parent, Parent shall jointly and severally, shall indemnify, defend severally indemnify Purchaser and hold harmless Purchaser, ICF, the Company, its Subsidiaries and their respective Representatives and Affiliates (the “each a "Purchaser Indemnified Persons”)Party") against, and shall reimburse to hold each of them harmless from, any and all Losses incurred or suffered by them relating to or arising out of or in connection with any of the following: (a) any breach of or any inaccuracy in (or any alleged breach of or inaccuracy in) any representation or warranty made by Seller or Parent in this Agreement or any Related Agreement or any document delivered by Seller at the Closing; provided, that a notice of the Purchaser Indemnified Persons on demand, for any Damages (including any Damages suffered after the end of any applicable survival period, provided that notice of the respective Party's claim has shall have been given pursuant to Seller during the survival period provided in Section 13.1 for the affected such representations and warranty; (b) any breach of or failure by Seller or Parent to perform any covenant or obligation of Seller or Parent set out or contemplated in this Article 9 prior to Agreement or any Related Agreement or any document delivered by Seller at the end of such survival periodClosing; (c) resulting fromany matters identified on Schedule 4.21; (d) any Taxes incurred by Seller or Parent, arising out of, relating to or caused by:including those described in Section 4.18; (e) any Inventory that (i) Any breach does not comply with all federal, state and local laws and regulations applicable to the production and distribution of food products, (ii) does not comply with the Specifications, (iii) is not wholesome, merchantable, and fit for human consumption, or default (iv) is not adequately packaged for normal shipping and storage; (f) any complaints, demands, claims or legal actions alleging illness, injury, death or damage as a result of the consumption or use of any Inventory, except for any illness, injury, death or damage attributable to defects in the performance Inventory which investigation by an independent investigator selected or approved by Purchaser determines originated after the Closing Date and was not attributable to any act or omission by Seller, Parent or any of their Affiliates on or prior to the Company Closing Date; or (g) any Excluded Obligations, including any debt, claim, liability or obligation (i) relating to any Environmental Claims and any of any covenant or agreement of Seller, Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or matters described on Schedule 4.20 and the attachments thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (ii) Any breach of relating to any warranty or representation made by Seller or Parent hereinEmployee Liabilities, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (iii) Any Liabilities relating to any Product deemed unsaleable in the possession of the Company or its Subsidiaries existing at or arising out of or from business conducted on or before any retailer and returned by such retailer within three months after the Closing Date, to the extent such Liabilities are not (i) accrued or reserved in the calculation of Final Working Capital, and (ii) executory obligations to provide services after the Closing Date under Contracts entered into by the Company or its Subsidiaries in the ordinary course of business other than any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunder; (iv) Any Liabilities relating to or arising from the ownership or relating use of the Purchased Assets or the operation or conduct of the Business on or prior to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto; (v) Any Liabilities arising from or relating to the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r)); (vi) Any Excluded Liabilities, other than any deferred rent and deferred leasehold incentives; or (vii) Any Liabilities arising out of or relating to the matters referred to in Exhibit L.Closing Date.

Indemnification by Seller and Parent. From and after the Closing, Seller and ParentParent shall, jointly and severally, shall indemnify, defend save and hold harmless PurchaserPurchaser and its Affiliates (including the New Group after the Closing) and each of the foregoing's respective officers, ICFdirectors, employees, agents and ERISA Affiliates (collectively, the Company, its Subsidiaries "PURCHASER INDEMNIFIED PARTIES") from and their respective Representatives against any and Affiliates (the “Purchaser Indemnified Persons”), and shall reimburse the Purchaser Indemnified Persons on demand, for any all Damages (including any Damages suffered after the end of any applicable survival period, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of such survival period) resulting from, arising out of, relating to resulting from or caused byincident to: (i) Any the breach of any representation or default warranty (other than those relating to Taxes) made by Seller or Parent or its Affiliates in this Agreement or the Canadian Purchase Agreement without regard to any qualification contained in any representation or warranty as to materiality or a Material Adverse Effect; (ii) the breach of any representation or warranty (other than those relating to Taxes) made by Seller or Parent or its Affiliates in this Agreement or the Canadian Purchase Agreement without regard to any qualification contained in any representation or warranty as to materiality or a Material Adverse Effect as if such representation or warranty were made on and as of the Closing Date (except in the performance case of any representation or warranty that by Seller, Parent or its terms is made as of a date specified therein); (iii) the Company breach of any covenant or agreement of Seller, Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or (other than those relating to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (iiTaxes) Any breach of any warranty or representation made by Seller or Parent herein, or its Affiliates contained in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent this Agreement or the Company pursuant hereto or theretoCanadian Purchase Agreement; (iiiiv) Any Liabilities the Seller-Retained Liabilities; (v) the Excluded Seller Liabilities; (vi) the matters described on EXHIBIT 8.2(a)(vi) hereof; (vii) any violation of Environmental Law relating to any action, omission or occurrence prior to Closing or circumstance or condition existing prior to Closing, subject to the limitations set forth in SECTION 8.3(e); (viii) any release, discharge or migration of Hazardous Substances from and beyond any of the Company Facilities or its Subsidiaries existing Former Properties at any time arising from any release or discharge at or arising out of or from business conducted a Facility at any time on or before the Closing Date, subject to the extent limitations set forth in SECTION 8.3(d) and excluding releases, migrations or discharges which are the subject of SECTION 8.2(a)(vi); (ix) any claims made with respect to Employees or former employees of the Companies or their predecessors for workers' compensation or similar claims whether or not insured or self-insured or mandated by applicable Law ("COMPENSATION CLAIMS") filed with an appropriate agency by an Employee, former Employee or by a spouse or dependent of an Employee or former Employee ("CLAIMING EMPLOYEE") if the injury or alleged injury occurred, or was alleged to have occurred, in its entirety prior to the Closing Date, irrespective of when such Liabilities are not (i) accrued injury is manifested; or reserved in the calculation event of Final Working Capital, and (ii) executory obligations to provide services any such Compensation Claim filed on or after the Closing Date under Contracts entered into by or on behalf of a Claiming Employee and the Company injury occurred or its Subsidiaries is alleged to have occurred both prior to and subsequent to the Closing Date, the liability for such Compensation Claim, if any, as between the Purchaser Indemnified Parties and Parent and Seller shall be apportioned between them based upon the length of exposure of the Claiming Employee to the product, material, practice, condition or other circumstances claimed to have caused the alleged injury, with the proportionate share of such liability equaling a fraction, the denominator of which shall be the Claiming Employee's total length of exposure to such product, material practice, condition or other circumstances claimed to have caused the alleged injury, and the numerator of which shall be, in the ordinary course case of business other than any the Purchaser Indemnified Party, such obligations resulting from any breach, violation or default by Claiming Employee's total length of exposure after the Company or any Subsidiary thereunderClosing Date; (ivx) Any Liabilities subject to the limitations set forth in SECTION 8.3(f), the failure to obtain a Consent necessary to avoid any Adverse Event with respect to a Pre-Closing Material Contract as a result of the consummation of the transactions contemplated by this Agreement, if, in accordance with SECTION 4.30 hereof, Purchaser has requested that Parent add such Pre-Closing Material Contract to the list of Required Consents and Parent notifies Purchaser that it will instead agree to indemnify Purchaser pursuant to this clause (x); (xi) except to the extent subject to SECTION 8.2(a)(ix), any claims, demands (oral or written), causes of actions or Actions against the Companies, the Companies' officers, directors, employees or agents or any of the Assets, asserted prior to or after the Closing Date, relating to or arising out of any claim, cause of action or Action relating to (a) any personal injury, bodily injury, sickness or disease that occurs prior to the Closing Date, including any arising from or relating to any exposure to or contact with any asbestos or other allegedly injurious materials or substances, or (b) any damage to tangible property that occurs prior to the Macro 401(kClosing Date, or (c) Planany claim, cause of action or Action of any Employee or former employee of the Companies or their predecessors relating to any employment matter (other than grievances under a collective bargaining agreement) relating to occurrences prior to the Closing Date, including without limitation the maintenancematters set forth as items 1-5 and 11 of subsection (i) of SECTION 2.13 of the Disclosure Schedule. For the avoidance of doubt, sponsorshipthe parties hereto acknowledge that items 7, qualification, 8 and administration thereof, and contributions thereto; 10 of subsection (vi) Any Liabilities arising from or relating to of SECTION 2.13 of the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual Disclosure Schedule are covered by this clause (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r)xi); (vixii) Any Excluded Liabilitiesany claim for indemnification against any of the Companies by reason of the fact that Seller, other than Parent or any deferred rent of their directors, officers, employees or agents, was a director, officer, employee, or agent of the Companies or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of the Companies (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and deferred leasehold incentiveswhether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise), including with respect to any action, suit, proceeding, complaint, claim, or demand brought by Purchaser against Seller or Parent (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement, applicable law, or otherwise); (xiii) the 1995 Restructuring, including any (A) violation of any Law, Governmental Order or Permit applicable to Seller or AHCGC or any of their respective assets or properties in connection with the 1995 Restructuring or (B) breach of, default under, failure to obtain any Consent under, or termination, amendment or acceleration of, or creation of any Encumbrance on any of the assets or properties of Seller or AHCGC pursuant to any Contract or Permit in effect at the time of the 1995 Restructuring to which Seller or AHCGC (or any predecessor thereto) is or was a party or by which any of their assets or properties are or were bound or affected, in each case resulting from the 1995 Restructuring; (xiv) the failure to obtain a Consent necessary to avoid an Adverse Event with respect to the Railroad Agreement; (xv) the matters described in EXHIBIT 8.2(a)(xv) hereof; or (viixvi) Any Liabilities arising out of or relating the failure to obtain a Consent necessary to avoid an Adverse Event with respect to the matters referred Warehouse Agreement, including all reasonable costs and expenses associated with the New Group having to in Exhibit L.move Inventory and associated equipment and materials to another warehousing facility as a result of the failure to obtain such Consent. The foregoing indemnification obligations are independent of each other, except as otherwise expressly provided therein.

Indemnification by Seller and Parent. Seller and Parent, Parent shall jointly and severallyseverally indemnify, defend and hold Buyer harmless from and against any and all liabilities or obligations arising with respect to the Assets or the Business up to the Closing, excepting only those certain liabilities expressly assumed by Buyer hereunder. Further, Seller and Parent shall jointly and severally indemnify, defend and hold harmless PurchaserBuyer from and against any and all claims, ICFdemands, the Companylosses, its Subsidiaries and their respective Representatives and Affiliates (the “Purchaser Indemnified Persons”)costs, expenses, obligations, liabilities, damages, recoveries, and shall reimburse deficiencies, including reasonable attorney's fees and costs (collectively, "Losses") that Buyer may incur or suffer, which arise, result from, or relate to: (i) any inaccuracy of either Seller's or Parent's representations and warranties contained in this Agreement or in any agreement, instrument or document entered into pursuant hereto or in connection with the Purchaser Indemnified Persons on demandClosing, for (ii) any Damages breach of or failure by either Seller or Parent to perform any of its covenants or agreements contained in this Agreement or in any agreement, instrument or document pursuant hereto or in connection with the Closing, (including iii) any Damages suffered after violation of environmental or health and safety or other laws (as in effect at the end of any applicable survival period, provided that notice Closing) arising out of the respective claim has been given pursuant to this Article 9 ownership or operation of the Business, including the real estate upon which the Facility is located, based on events or circumstances occurring or conditions existing prior to the end Closing, regardless of when such survival periodclaim, liability or loss is asserted, claimed or sustained, (iv) resulting fromany liability or obligation of Seller or Parent not included in the Assumed Liabilities, (v) any liability or obligation arising out ofof the litigation with Tatonka Capital Corporation, relating to its subsidiaries, affiliates or caused by: assignees or (ivi) Any breach any liability or default in obligation arising under the performance by Seller, Parent or liens against the Company of any covenant or agreement assets of Seller, including liens held by Community First Financial, Tatonka Capital Corporation, Storagetek Financial Services Corporation, Access Graphics, Inc., MicroAge Computer Centers, Inc. and Information Leasing Corporation. Neither Seller nor Parent shall have any liability under this Section 11.1 unless Buyer gives written notice to Seller or the Company contained hereinParent, in any agreement contemplated herebyas appropriate, or in any Exhibit hereto or asserting a claim for such Losses, including reasonably detailed facts and circumstances pertaining thereto, or in any certificate delivered or to be delivered by or on behalf before the expiration of Seller, Parent or the Company pursuant hereto or thereto; two (ii2) Any breach of any warranty or representation made by Seller or Parent herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (iii) Any Liabilities of the Company or its Subsidiaries existing at or arising out of or years from business conducted on or before the Closing Date, to the extent such Liabilities are not except for claims arising from breach of: (i) accrued or reserved in representations and warranties as to taxes and environmental matters, which shall survive until the calculation expiration of Final Working Capital, and (ii) executory obligations to provide services after the Closing Date under Contracts entered into by the Company or its Subsidiaries in the ordinary course applicable statute of business other than any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunder; (iv) Any Liabilities arising from or relating to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto; (v) Any Liabilities arising from or relating to the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r)); (vi) Any Excluded Liabilities, other than any deferred rent and deferred leasehold incentives; or (vii) Any Liabilities arising out of or relating to the matters referred to in Exhibit L.limitations.

Indemnification by Seller and Parent. From and after the Closing Date, Seller and Parent, jointly Parent shall on a joint and severally, shall indemnify, defend several basis indemnify and hold harmless PurchaserBuyer, ICF, the Company, its Subsidiaries DMI and their respective Representatives Affiliates harmless from and Affiliates (the “Purchaser Indemnified Persons”)against, and shall reimburse the Purchaser Indemnified Persons on demandBuyer, for DMI and their respective Affiliates for, any Damages (including any Damages suffered after the end of any applicable survival period, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of such survival period) resulting from, and all Losses arising out of, relating to of or caused byin connection with: (ia) Any breach any inaccuracy in any representation or default warranty made by Seller or Parent in this Agreement or in the performance by Seller, Parent or the Company of any covenant or agreement of Seller, Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, Transaction Documents or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (iib) Any breach of any warranty or representation made failure by Seller or Parent herein, to perform or comply with any covenant or agreement in this Agreement or in the Transaction Documents; (c) any claim by any Person for brokerage or finder's fees or commissions; or similar payments based upon any agreement or understanding alleged to have been made by such Person directly or indirectly with Seller or Parent or any of their respective officers, directors or employees in connection with any of the transactions contemplated herebyby this Agreement or the Transaction Documents; (d) the conduct of the Business, the ownership or operation of the Assets or the sale of products or services of the Business on or prior to the Closing Date, including, but not limited to, any Losses arising out of or in connection with any Exhibit hereto Claims and Judgments relating to the Business or thereto, the Assets which are pending or entered on or prior to the Closing Date or as to which Seller or Parent has received notice on or prior to the Closing Date; (e) any failure to comply with any applicable bulk sales laws in connection with the transactions contemplated by this Agreement or the Transaction Documents; or (f) any certificate delivered Claim made against Buyer to the extent such Claim relates to any business or to be delivered by or on behalf assets of Seller, Parent or the Company pursuant hereto or thereto; (iii) Any Liabilities of the Company or its Subsidiaries existing at or arising out of or from business conducted on or before the Closing Datetheir respective Affiliates not acquired by Buyer hereunder, to the extent such Liabilities are not (i) accrued or reserved in the calculation of Final Working Capital, and (ii) executory obligations to provide services after the Closing Date under Contracts entered into by the Company or its Subsidiaries in the ordinary course of business other than any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunder; (iv) Any Liabilities arising from obligations or relating to the Macro 401(k) Planliabilities of Seller, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto; (v) Any Liabilities arising from Parent or relating to the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r)); (vi) Any Excluded Liabilities, other than any deferred rent and deferred leasehold incentives; or (vii) Any Liabilities arising out of or relating to the matters referred to in Exhibit L.their respective Affiliates not assumed by Buyer hereunder.

Indemnification by Seller and Parent. Seller Subject to the limits set forth in this Article 5, Seller, Parent and Parenttheir successors and assigns shall, jointly and severally, shall indemnify, defend defend, reimburse and hold harmless Purchaser, ICF, the Company, Buyer and its Subsidiaries Affiliates and their respective Representatives successors and Affiliates (the “Purchaser Indemnified Persons”)assigns, and shall reimburse the Purchaser Indemnified Persons on demandofficers, directors, employees and agents of each of them, from and against any and all claims, losses, damages, liabilities, obligations, assessments, penalties and interest, demands, actions and expenses, whether direct or indirect (including, without limitation, settlement costs, legal and accounting fees and expenses and any other expenses for investigating or defending any Damages actions or threatened actions) (including "LOSSES") reasonably incurred by any Damages suffered after the end of any applicable survival period, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of such survival period) resulting fromindemnitee, arising out of, relating to of or caused byin connection with any of the following: (ia) Any breach The ownership by Parent and Seller of the Excluded Assets, at any time, before or default after the Closing Date, including without limitation with respect to any product manufactured, marketed or distributed in the performance whole or in part by Seller, Parent or the Company of any covenant or agreement of Seller, Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (iib) Any breach the ownership or operation of the Acquired Assets before the Closing Date; (c) any untruth or inaccuracy of any representation or warranty or representation made by Seller or Parent herein, in this Agreement or any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or theretoother Transaction Document; (iiid) Any Liabilities any breach of any covenant, agreement or obligation of Seller or Parent contained in this Agreement or any other Transaction Document; (e) any failure to comply with applicable bulk sales laws or fraudulent transfer laws in connection with the Company transactions contemplated hereby; (f) any liability under the WARN Act or its Subsidiaries existing at similar state or arising out local law caused by any action of or from business conducted on or before Seller prior to the Closing Date, and any liability or obligation to any employee of Seller, incurred prior to the Closing Date, arising in connection with Seller's employment or the termination of such employment; (g) any product liability claims against Buyer relating to the manufacture, ownership, sale and/or operation of the Acquired Assets prior to the Closing Date; (h) all taxes due or payable by Seller for periods (or portions thereof) ending prior or subsequent to the Closing Date, except to the extent such Liabilities are not assumed by Buyer; (i) accrued or reserved in the calculation actual amount of Final Working Capital, any refunds for products sold by Seller prior to the date hereof and (ii) executory obligations to provide services after the Closing Date under Contracts entered into returned by the Company or its Subsidiaries in the ordinary course customers of business other than any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunder;Seller. (ivj) Any Liabilities arising from any claims against, or relating liabilities or obligations of, Seller not specifically assumed by Buyer pursuant to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto; (v) Any Liabilities arising from or relating to the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r)); (vi) Any Excluded Liabilities, other than any deferred rent and deferred leasehold incentives; or (vii) Any Liabilities arising out of or relating to the matters referred to in Exhibit L.this Agreement.

Indemnification by Seller and Parent. Seller (a) From and Parentafter the Closing and subject to the provisions of this Article IX, each of Parent and Seller, jointly and severally, shall indemnifyaccepts full and exclusive liability for and agrees to pay and to indemnify fully, defend and hold harmless Purchaserand defend each Buyer Indemnified Party from and against any and all claims, ICFdemands, the Companyliabilities, its Subsidiaries damages, penalties, judgments, assessments, losses, costs and their respective Representatives expenses in any case, whether arising under strict liability or otherwise (including reasonable attorneys’ fees and Affiliates expenses) (the collectively, “Purchaser Indemnified PersonsDamages”), and shall reimburse the Purchaser Indemnified Persons on demand, for any Damages (including any Damages suffered after the end of any applicable survival period, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of such survival period) resulting from, arising out of, based on or relating to or caused byto: (i) Any any breach of or default inaccuracy in any representation or warranty of Seller or Parent in this Agreement or in any certificate furnished to Buyer pursuant to this Agreement (other than any representations and warranties that do not survive the performance Closing); (ii) any breach of or inaccuracy in any representation or warranty of Seller or Parent in this Agreement as of the Closing Date (other than any such representation or warranty which, by Sellerits terms, is made as of a specific date and other than any representations and warranties that do not survive the Closing), each of which representations and warranties will be deemed for purposes of this Section 9.2(a)(ii) to have been made by Seller and Parent or as of the Company Closing Date; or (iii) any breach of any covenant or agreement of Seller, Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (ii) Any breach of any warranty or representation made by Seller or Parent herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, this Agreement or in any certificate delivered or furnished to be delivered by or on behalf of Seller, Parent or the Company Buyer pursuant hereto or thereto;to this Agreement. (iiib) Any Liabilities of the Company or its Subsidiaries existing at or arising out of or from business conducted on or before the Closing Date, Notwithstanding anything in this Agreement to the extent such Liabilities are not contrary, for purposes of this Section 9.2, (i) accrued a breach of a representation or reserved in warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any limitation or qualification as to materiality, Material Adverse Effect on the calculation of Final Working CapitalBank (which instead will be read as any adverse effect or change) or similar language, and (ii) executory obligations the amount of Damages in respect of any breach of a representation or warranty (including any deemed breach resulting from the application of clause (i)) shall be determined without regard to provide services after any limitation or qualification as to materiality, Material Adverse Effect on the Closing Date under Contracts entered into Bank (which instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, it being the intention of the parties hereto that (except as otherwise set forth in this Article IX) the Buyer Indemnified Parties shall be indemnified and held harmless from and against any and all Damages suffered or incurred by any of them resulting from, arising out of, based on or relating to, the failure of any representation or warranty to be true, correct and complete in any respect, determined in each case without regard to any qualification as to materiality or Material Adverse Effect on the Bank or similar language set forth with respect thereto. (c) For the purposes of this Article IX, in computing such individual or aggregate amounts of Damages, the amount of each Damage shall be deemed to be an amount net of any net insurance proceeds and any net indemnity, contribution or other similar payment actually received from any insurer or other third party with respect thereto. A Buyer Indemnified Party (except as otherwise provided below) may, but need not, commence legal or other proceedings to collect indemnity, contribution or other payments from any such insurer or other third party. If a Buyer Indemnified Party elects to do so, the costs and expenses (including reasonable fees and disbursements of counsel) reasonably incurred by the Company Buyer Indemnified Parties in pursuing any insurance proceeds or its Subsidiaries in the ordinary course of business indemnity, contribution or other than any such obligations resulting similar payment from any breach, violation insurer or default by the Company or any Subsidiary thereunder; (iv) Any Liabilities arising from or relating other third party shall be deemed to be Damages with respect to the Macro 401(k) Planmatter for which indemnification is being sought, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto; (v) Any Liabilities arising from or relating except to the Management Incentive Plans, extent such costs and expenses are paid or reimbursed by such insurer or other than Purchaser’s obligation third party and except that Buyer Indemnified Party shall not be entitled to pay or to cause the Company such costs and expenses incurred after Parent has agreed to pay the 2009 MIP Accrual Damages with respect to which indemnification is being sought and Parent has requested that Buyer not seek payment from any insurer or third party. If a Buyer Indemnified Party elects not to commence such legal or other proceedings, the Buyer Indemnified Party shall so advise Parent and, if requested by Parent, Buyer, at Parent’s election, shall, to the extent permissible, assign the right to pursue the applicable claim or right to payment to Parent (including whether by insurance coverage, contribution claims, subrogation or otherwise), and the CompanyBuyer Indemnified Party shall reasonably cooperate with Parent, furnish such documents, witness testimony and other evidence, and execute and deliver any and all powers of attorney, instruments of assignment and other documents, as Parent reasonably may request, all at Parent’s obligation sole cost and expense, to facilitate Parent’s prosecution of the applicable claim or right to payment. If such assignment is not permissible, the Buyer Indemnified Party will at the request of Parent commence legal or other proceedings provided that Parent agrees to pay the “stay bonuses” Damages and “success bonuses” identified on Schedule 3.20(r)); (vi) Any Excluded Liabilitiesall costs, expenses or other than any deferred rent and deferred leasehold incentives; or (vii) Any Liabilities arising out of or relating to Damages incurred by the matters referred to Buyer Indemnified Party in Exhibit L.such proceeding.

Indemnification by Seller and Parent. Subject to Section 8.1, Seller and Parent, Parent hereby jointly and severally, shall indemnify, defend severally indemnify and agree to hold harmless PurchaserBuyer from any and all liabilities, ICFlosses, the Companyclaims, its Subsidiaries damages, costs and their respective Representatives and Affiliates (the “Purchaser Indemnified Persons”), and shall reimburse the Purchaser Indemnified Persons on demand, for any Damages expenses (including without limitation court costs and reasonable attorneys', consultants' and accountants' fees and other expenses and costs of litigation) (collectively, "Losses") arising out of or resulting from: (a) any Damages suffered after the end breach or inaccuracy of any applicable survival period, provided that notice of the respective claim has been given pursuant representation or warranty by Seller or Parent to Buyer contained in this Article 9 prior to the end of such survival periodAgreement; (b) resulting from, arising out of, relating to or caused by: (i) Any any breach or default in the performance by Seller, Parent or the Company violation of any covenant or agreement of Seller, Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (ii) Any breach of any warranty or representation made by Seller or Parent herein, contained in this Agreement; (c) any agreement contemplated hereby, or in product liability claims with respect to any Exhibit hereto or thereto, or in any certificate delivered or to be delivered products sold by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (iii) Any Liabilities of the Company or its Subsidiaries existing at or arising out of or from business conducted on or Seller before the Closing Date("Product Liability Claims"), provided, however, any claims arising from warranty, replacement or repair work done by Buyer after Closing shall be the responsibility of Buyer; (d) any liability or obligation incurred by Buyer as a result of the failure of the parties hereto to comply with applicable bulk sales or bulk transfer laws except that Seller and Parent shall have no indemnification obligation with respect to any Assumed Liabilities; (e) Product Warranty Claims (as hereinafter defined) for products sold and shipped by Seller prior to the extent such Liabilities are not (i) accrued date of Closing, provided, however, any claims arising from warranty, replacement or reserved in repair work done by Buyer after Closing shall be the calculation responsibility of Final Working Capital, Buyer; and (iif) executory obligations a violation or non-compliance by Seller with any law regarding the environment or environmental protection prior to provide services after the Closing Date Date. For purposes of this Agreement, "Product Warranty Claims" shall mean the costs and expenses incurred under Contracts entered into the warranties such party has extended for products sold by the Company or its Subsidiaries in the ordinary course of business other than any such obligations resulting from any breachit which costs and expenses shall include manufacturing and engineering labor, violation or default by the Company or any Subsidiary thereunder; (iv) Any Liabilities arising from or relating to the Macro 401(k) Plan, materials and appropriate overhead but not including without limitation the maintenance, sponsorship, qualification, general and administration thereof, and contributions thereto; (v) Any Liabilities arising from or relating to the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r)); (vi) Any Excluded Liabilities, other than any deferred rent and deferred leasehold incentives; or (vii) Any Liabilities arising out of or relating to the matters referred to in Exhibit L.administrative costs.

Indemnification by Seller and Parent. (a) Subject to the limitations in paragraph (b) below, each of the Seller and Parent, jointly and severallyseverally agrees to defend, shall indemnify, defend indemnify and hold harmless Purchaser, ICF, the Company, its Subsidiaries and their respective Representatives and Affiliates (the “Purchaser Indemnified Persons”), and shall reimburse the Purchaser Buyer's Indemnified Persons on demand, for from and against all Losses directly or indirectly incurred by or sought to be imposed upon any Damages (including any Damages suffered after the end of any applicable survival period, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of such survival period) resulting from, arising out of, relating to or caused bythem: (i) Any resulting from or arising out of any breach of any of the representations or default warranties (other than those in Sections 2.1, 2.4, and, solely to the performance extent relating to title, Section 2.11) made by Seller, the Seller and Parent or either of them in or pursuant to this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection with the Company Closing; provided that, for the purpose of this Section 7.2, any qualification of such representations and warranties by reference to the materiality of matters stated therein, and any limitations of such representations and warranties as being "to the knowledge of" or "known to" or words of similar effect, shall be disregarded in determining any inaccuracy, untruth, incompleteness or breach thereof; (ii) resulting from or arising out of any breach of any of the representations or warranties made by Parent or Seller pursuant to Sections 2.1, 2.4, and, solely to the extent related to title, Section 2.11; (iii) resulting from or arising out of any breach of any covenant or agreement of Seller, made by Parent or the Company contained herein, Seller any of them in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or pursuant to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or theretothis Agreement; (iiiv) Any breach in respect of any warranty liability or representation made by obligation of the Seller or Parent hereinany Foreign Affiliate not expressly assumed by Buyer under this Agreement, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf which liabilities and obligations not assumed remain the sole responsibility of Seller, Parent or the Company pursuant hereto or thereto; (iiiv) Any Liabilities of the Company or its Subsidiaries existing at resulting from or arising out of any liability, payment or obligation arising out of any litigation or similar matter required to be described on Schedule 2.20, including any governmental or third party claims for ------------- damages or clean up costs under any environmental laws arising out of the operations of the Seller on or before the Closing Date; (vi) resulting from business conducted or arising out of the intentional misrepresentation or breach of warranty of the Seller or Parent or any intentional failure of the Seller or Parent to perform or comply with any covenant or agreement of the Seller or Parent, respectively; (vii) resulting from or arising out of any liability, payment or obligation in respect of any taxes of any kind or description (including interest and penalties with respect thereto) or any obligations under any employee benefit plan owing by the Seller, Parent, or any Foreign Affiliate, or Buyer as successor to Seller or any Foreign Affiliate, for all periods, or portions thereof, ending on or before the Closing Date, except to the extent such Liabilities are not of reserves with respect thereto on the Base Balance Sheet or any liability or obligation in respect of any taxes of any kind arising out of the transaction, including without limitation, Massachusetts excise tax; (viii) resulting from or arising out of any Third Party Action (including a binding arbitration or an audit by any taxing authority with respect to taxes covered in paragraph (vii) above), that it is instituted or threatened against any of Buyer's Indemnified Persons. (b) The right to indemnification under paragraph (a) is subject to the following limitations: (i) accrued Parent shall have no liability under paragraph (a) unless one or reserved more of the Buyer's Indemnified Persons gives written notice to the Parent asserting a claim for Losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of the period set forth below: (A) for claims under clauses (i), (v) and (viii) (insofar as a claim under clause (viii) relates to any matter included under clause (i) or (v)) of paragraph (a) above,) a period of two years from the Closing Date; (B) for claims under clauses (iii), (vii) and (viii) (insofar as a claim under clause (viii) relates to any matter included under clause (iii) or (vii)) of paragraph (a) above, for so long as any claim may be made in respect of such matters under any applicable statute of limitations, as it may be extended; and (C) for claims under clauses (ii), (iv) and (vi) of paragraph (a) above, without limitation as to time; except that, for any claim based upon a covenant or undertaking which by its terms is to be performed after the calculation of Final Working CapitalClosing, and then the period above shall commence on the date when such covenant or agreement should have been performed. (ii) executory obligations to provide services after the Closing Date Indemnification for claims under Contracts entered into by the Company or its Subsidiaries in the ordinary course of business paragraph (a) above (other than under clauses (a)(ii), (iv), (vi), (vii) or (viii) (insofar as the claim relates to any such obligations resulting from matter included under clause (a)(ii), (iv), (vi) or (vii)) shall be payable by Parent only if the aggregate amount of all Losses hereunder by Buyer's Indemnified Persons shall exceed $75,000 (the "Basket"), at which point Seller and Parent shall be responsible for all Losses, including the Basket. The aggregate liability for indemnification under paragraph (a) above (other than under clauses (a)(ii), (iv), (vi) and (vii) (insofar as the claim relates to any breachmatter included under clause (a)(ii), violation or default by the Company or any Subsidiary thereunder; (iv) Any Liabilities arising from or relating to the Macro 401(k(vi)) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto;shall not exceed $500,000. (viii) Any Liabilities arising from The gross amount with respect to a claim for indemnification for which the Seller and Parent may be liable to a Buyer's Indemnified Person pursuant to this Article 7 shall be reduced by any insurance proceeds actually recovered by or relating to on behalf of the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause Indemnified Person on account of the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r));indemnifiable Loss. (vic) Any Excluded Liabilities, other In order to secure the obligations of the Seller and the Parent hereunder the Parent shall arrange for the issuance of a letter of credit by a national bank with assets of greater than any deferred rent one billion dollars mutually agreeable to Buyer and deferred leasehold incentives; or (vii) Any Liabilities arising out Seller in the face amount of or relating to $500,000 which shall be confirmed and irrevocable for a period of one year substantially in the matters referred to in form of Exhibit L.C. ---------

Indemnification by Seller and Parent. After the Closing Date and subject to the additional provisions set forth in this Article XII, Seller and ParentParent shall, jointly and severally, shall indemnify, defend indemnify Buyer and hold harmless Purchaser, ICF, Buyer’s stockholders and Representatives (and the Company, Company and its Subsidiaries and their respective Representatives Representatives) (each a “Buyer Indemnitee”) against, and Affiliates hold each Buyer Indemnitee harmless from, any and all claims, losses, damages, liabilities, payments and obligations, and all reasonable out-of-pocket expenses, including, without limitation, reasonable legal fees and costs of settlement (the collectively “Purchaser Indemnified PersonsLosses”), and shall reimburse the Purchaser Indemnified Persons on demandincurred, for any Damages (including any Damages suffered after the end of any applicable survival periodsuffered, provided that notice of the respective claim has been given pursuant sustained or required to this Article 9 prior to the end of be paid, directly or indirectly, by, or imposed upon, such survival period) Buyer Indemnitee resulting from, related to or arising out of, relating to or caused by: of (i) Any any breach or default in inaccuracy as of the performance by Seller, Parent Agreement Date or the Company Closing Date of any covenant representation or agreement of Seller, Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (ii) Any breach of any warranty or representation made by Seller or Parent herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (iii) Any Liabilities of the Company or its Subsidiaries existing at Stockholder contained in this Agreement or the Company Ancillary Agreements delivered to Buyer pursuant to the provisions of this Agreement or the Company Ancillary Agreements; (ii) any breach by the Company or Stockholder or Seller or Parent or any failure of the Company or Stockholder to perform any of the covenants or obligations contained in this Agreement or the Company Ancillary Agreements delivered to Buyer pursuant to the provisions of this Agreement or the Company Ancillary Agreements; (iii) the occurrence of any of the events set forth in Section 12.2(iii) of the Disclosure Schedule under the circumstances set forth therein (each such event shall be referred to as a “First Special Indemnity Event” and collectively, the “First Special Indemnity Events”) and (iv) the occurrence of any of the events set forth in Section 12.2(iv) of the Disclosure Schedule under the circumstances set forth therein (each such event shall be referred to as a “Second Special Indemnity Event” and collectively the “Second Special Indemnity Events”). Notwithstanding the foregoing or anything contrary, Losses resulting from, related to or arising out of or from business conducted on or before the Closing Date, to the extent such Liabilities are not (i) accrued or reserved in the calculation of Final Working Capital, and (ii) executory obligations to provide services after the Closing Date under Contracts entered into by the Company or its Subsidiaries in the ordinary course of business other than any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunder; (iv) Any Liabilities arising from or relating to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto; (v) Any Liabilities arising from or relating to the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r)); (vi) Any Excluded Liabilities, other than any deferred rent and deferred leasehold incentives; or (vii) Any Liabilities arising out of or relating to the matters referred to set forth in Exhibit L.Sections 12.2(iii) and 12.2(iv) shall be calculated as set forth in Sections 12.2(iii) and 12.2(iv) of the Disclosure Schedule, respectively.

Indemnification by Seller and Parent. (a) Seller and ParentParent shall, jointly and severally, shall indemnify, defend defend, save and hold harmless Purchaserfrom and against, ICFand pay on behalf of and reimburse as and when incurred by Buyer and each of its Affiliates and the and the respective Affiliates, Subsidiaries, employees, agents, representatives, successors and assigns directors, officers and employees of the foregoing Persons (collectively, the Company“Buyer Indemnitees”) from and against any and all Losses incurred or sustained by, its Subsidiaries and their respective Representatives and Affiliates (the “Purchaser Indemnified Persons”)or imposed upon, and shall reimburse the Purchaser Indemnified Persons on demand, for any Damages (including any Damages suffered after the end of any applicable survival period, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of such survival period) Buyer Indemnitees resulting from, arising out of, in connection with, or otherwise relating to or caused byto: (i) Any any inaccuracy in or breach of any representation or default in the performance warranty by Seller, Parent or the Company of any covenant or agreement of Seller, Parent or the Company Seller contained herein, in any agreement contemplated hereby, this Agreement (or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or other Ancillary Documents) as if made on behalf and as of Seller, Parent or the Company pursuant hereto or theretoClosing Date; (ii) Any any breach of any warranty covenant or representation made other agreement by Seller or Parent herein, contained in any agreement contemplated hereby, this Agreement or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or theretoother Ancillary Documents; (iii) Any Liabilities of the Company or its Subsidiaries existing at or arising out of or from business conducted on or before the Closing Date, to the extent such Liabilities are not (i) accrued or reserved in the calculation of Final Working Capital, and (ii) executory obligations to provide services after the Closing Date under Contracts entered into by the Company or its Subsidiaries in the ordinary course of business other than any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunderRetained Liabilities; (iv) Any Liabilities arising from or relating to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions theretoa Seller Waived Proceeding; (v) Any except for Assumed Liabilities, any and all Liabilities arising from or relating related to the Management Incentive PlansPurchased Assets or the operation of the Business arising on or prior to the Closing Date and related to Seller’s operation of the Business; and (b) Notwithstanding any other provision to the contrary, for purposes of this Section 10.2, the representations and warranties contained in this Agreement, any Seller Disclosure Schedule, any Exhibit, or any other than Purchaser’s obligation Ancillary Document shall be deemed to pay have been made without any qualifications as to materiality and, accordingly, all references herein and therein to “material,” “in all material respects”, “Material Adverse Effect” and similar qualifications as to materiality shall be deemed to be deleted therefrom (except for Section 4.6(i), the definition of “Permitted Encumbrances” and where any such provision requires disclosure of lists of items of a material nature or above a specified threshold). (c) Seller and Parent shall not be liable for any Loss or Losses pursuant to cause Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the Company to pay the 2009 MIP Accrual (aggregate amount of all Buyer Warranty Losses incurred by Buyer Indemnitees exceeds $100,000, whereupon all amounts shall be recoverable, including the Companyfirst $100,000 of such Losses, subject to the aggregate liability limitations set forth below. Seller and Parent’s obligation aggregate liability for Buyer Warranty Losses shall be limited to: (i) ten percent (10%) of the Purchase Price, as established pursuant to pay Sections 2.1 and 2.4 and without reference to Section 10.10 (the “stay bonuses” Adjusted Purchase Price”), for any inaccuracies in or breaches of any representations or warranties of Parent or Seller that are not Fundamental Representations or set forth in Section 4.12 (Tax Matters) or Section 4.20 (Environmental Matters), and “success bonuses” identified are not any claims for any inaccuracy in or breach of any representations or warranties of Seller or Parent based on Schedule 3.20(r));fraud or intentional misrepresentation on the part of Seller or Parent; and (viii) Any Excluded Liabilitiesone hundred percent (100%) of the Adjusted Purchase Price for any inaccuracies in or breaches of any representations or warranties of Parent or Seller that are Fundamental Representations or set forth in Section 4.12 (Tax Matters) or Section 4.20 (Environmental Matters), other than or for any deferred rent and deferred leasehold incentives; orclaims for any inaccuracies in or breaches of any representations or warranties of Parent or Seller based on fraud or intentional misrepresentation on the part of Seller or Parent. (viid) Any Liabilities arising out of or relating Seller and Parent shall have no Liability pursuant to Section 10.2(a) for any Losses to the matters referred extent a reserve with respect to such Losses is included in Exhibit L.or taken into account in the calculation or determination of Working Capital. (e) Notwithstanding any other provision of this Agreement, Seller’s and Parent’s obligations under Section 10.2(a)(i) in respect of any inaccuracy in or breach of any representations or warranties of Parent or Seller set forth in Section 4.20 (Environmental Matters) related to a Remedial Action shall not exceed an amount that would be considered commercially reasonable under accepted industry standards (or as otherwise required by the relevant Authority).

Indemnification by Seller and Parent. Subject to the provisions of this Article X, Seller and Parent, jointly and severally, shall indemnify, defend and hold harmless agree to indemnify Purchaser, ICFits Affiliates and each director, officer, employee, agent and representative thereof (collectively, the Company, its Subsidiaries and their respective Representatives and Affiliates (the “"Purchaser Indemnified Persons”)Parties") against, and shall reimburse the agree to hold them harmless from, any and all Losses incurred or suffered by any Purchaser Indemnified Persons on demand, for any Damages (including any Damages suffered after the end Party arising out of any applicable survival period, provided that notice of the respective claim has been given following: (a) any breach of or any inaccuracy in (whether actual or alleged by a third party) any representation or warranty made by Seller and Parent in or pursuant to this Article 9 prior to the end Agreement; provided, that neither Seller nor Parent shall have any liability under this Section 10.2(a) unless a notice of such survival periodPurchaser Indemnified Party's claim shall have been given to Seller, in the case of any representation or warranty other than those set forth in Section 3.1, 3.2 or 3.5, not later than the close of business on the second anniversary after the Closing Date; (b) resulting from, arising out any breach of, relating to or caused by: (i) Any breach or default in the performance by Seller, Parent or the Company of any covenant or agreement of Seller, Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (ii) Any breach of any warranty or representation made failure by Seller or Parent hereinto perform (whether actual or alleged by a third party), any covenant or obligation of Seller or Parent contained in this Agreement; (c) the use or ownership of any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent the Acquired Assets or the Company pursuant hereto ownership or thereto; (iii) Any Liabilities operation of the Company or its Subsidiaries existing at or arising out of or from business conducted Business on or before prior to the Closing Date to the extent such Losses arise in connection with and relate to periods on or prior to the Closing Date, including any liabilities for Taxes relating to the extent such Liabilities are not periods; (id) accrued any debt, obligation, lease or reserved in the calculation other liability of, or claim, judgment or arbitration award against, Parent, Seller or any of Final Working Capital, and (ii) executory obligations to provide services after the Closing Date under Contracts entered into by the Company or its Subsidiaries in the ordinary course of business their respective Affiliates other than the Assumed Obligations; (e) any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunder; (iv) Any Liabilities arising from or relating to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto; (v) Any Liabilities arising from or relating to the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r)); (vi) Any Excluded Liabilities, other than any deferred rent and deferred leasehold incentives; or (vii) Any Liabilities arising out of or relating to the matters referred to in Exhibit L.Schedules 3.7, 3.8, 3.9 and 3.10; (f) any of the matters referred to in any of the schedules delivered to Purchaser pursuant to Section 5.2(c); and (g) any contract or agreement between or among Seller, Parent and/or any their Affiliates and any third party.

Indemnification by Seller and Parent. (a) Seller and ParentParent shall, jointly and severally, shall indemnify, defend defend, save and hold harmless Purchaserfrom and against, ICFand pay on behalf of and reimburse as and when incurred by Buyer and each of its Affiliates and the and the respective Affiliates, Subsidiaries, employees, agents, representatives, successors and assigns directors, officers and employees of the foregoing Persons (collectively, the Company“Buyer Indemnitees”) from and against any and all Losses incurred or sustained by, its Subsidiaries and their respective Representatives and Affiliates (the “Purchaser Indemnified Persons”)or imposed upon, and shall reimburse the Purchaser Indemnified Persons on demand, for any Damages (including any Damages suffered after the end of any applicable survival period, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of such survival period) Buyer Indemnitees resulting from, arising out of, in connection with, or otherwise relating to or caused byto: (i) Any any inaccuracy in or breach of any representation or default in the performance warranty by Seller, Parent or the Company of any covenant or agreement of Seller, Parent or the Company Seller contained herein, in any agreement contemplated hereby, this Agreement (or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or other Ancillary Documents) as if made on behalf and as of Seller, Parent or the Company pursuant hereto or theretoClosing Date; (ii) Any any breach of any warranty covenant or representation made other agreement by Seller or Parent herein, contained in any agreement contemplated hereby, this Agreement or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or theretoother Ancillary Documents; (iii) Any Liabilities of the Company or its Subsidiaries existing at or arising out of or from business conducted on or before the Closing Date, to the extent such Liabilities are not (i) accrued or reserved in the calculation of Final Working Capital, and (ii) executory obligations to provide services after the Closing Date under Contracts entered into by the Company or its Subsidiaries in the ordinary course of business other than any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunderRetained Liabilities; (iv) Any Liabilities arising from or relating to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto;a Seller Waived Proceeding; 49 (v) Any except for Assumed Liabilities, any and all Liabilities arising from or relating related to the Management Incentive PlansPurchased Assets or the operation of the Business arising on or prior to the Closing Date and related to Seller’s operation of the Business; and (b) Notwithstanding any other provision to the contrary, for purposes of this Section 10.2, the representations and warranties contained in this Agreement, any Seller Disclosure Schedule, any Exhibit, or any other than Purchaser’s obligation Ancillary Document shall be deemed to pay have been made without any qualifications as to materiality and, accordingly, all references herein and therein to “material,” “in all material respects”, “Material Adverse Effect” and similar qualifications as to materiality shall be deemed to be deleted therefrom (except for Section 4.6(i), the definition of “Permitted Encumbrances” and where any such provision requires disclosure of lists of items of a material nature or above a specified threshold). (c) Seller and Parent shall not be liable for any Loss or Losses pursuant to cause Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the Company to pay the 2009 MIP Accrual (aggregate amount of all Buyer Warranty Losses incurred by Buyer Indemnitees exceeds $100,000, whereupon all amounts shall be recoverable, including the Companyfirst $100,000 of such Losses, subject to the aggregate liability limitations set forth below. Seller and Parent’s obligation aggregate liability for Buyer Warranty Losses shall be limited to: (i) ten percent (10%) of the Purchase Price, as established pursuant to pay Sections 2.1 and 2.4 and without reference to Section 10.10 (the “stay bonuses” Adjusted Purchase Price”), for any inaccuracies in or breaches of any representations or warranties of Parent or Seller that are not Fundamental Representations or set forth in Section 4.12 (Tax Matters) or Section 4.20 (Environmental Matters), and “success bonuses” identified are not any claims for any inaccuracy in or breach of any representations or warranties of Seller or Parent based on Schedule 3.20(r));fraud or intentional misrepresentation on the part of Seller or Parent; and (viii) Any Excluded Liabilitiesone hundred percent (100%) of the Adjusted Purchase Price for any inaccuracies in or breaches of any representations or warranties of Parent or Seller that are Fundamental Representations or set forth in Section 4.12 (Tax Matters) or Section 4.20 (Environmental Matters), other than or for any deferred rent and deferred leasehold incentives; orclaims for any inaccuracies in or breaches of any representations or warranties of Parent or Seller based on fraud or intentional misrepresentation on the part of Seller or Parent. (viid) Any Liabilities arising out of or relating Seller and Parent shall have no Liability pursuant to Section 10.2(a) for any Losses to the matters referred extent a reserve with respect to such Losses is included in Exhibit L.or taken into account in the calculation or determination of Working Capital. (e) Notwithstanding any other provision of this Agreement, Seller’s and Parent’s obligations under Section 10.2(a)(i) in respect of any inaccuracy in or breach of any representations or warranties of Parent or Seller set forth in Section 4.20 (Environmental Matters) related to a Remedial Action shall not exceed an amount that would be considered commercially reasonable under accepted industry standards (or as otherwise required by the relevant Authority). 50

Indemnification by Seller and Parent. Subject to the limitations and on the terms set forth in this Article IX, each of Seller and ParentParent shall, jointly and severally, shall indemnifydefend, defend indemnify and hold harmless Purchaser, ICF, Acquiror and its Affiliates (including the Company, its Subsidiaries Acquired Companies following the Closing) and their respective Representatives officers, directors and Affiliates representatives (the “Purchaser Acquiror Indemnified PersonsParties”) against and in respect of any and all Actions, judgments, debts, costs, expenses (including, but not limited to, reasonable attorneys’ and other advisors’ fees), Liabilities and shall reimburse damages (collectively, “Damages”) to the Purchaser Indemnified Persons on demand, for extent arising out of or resulting from (a) any Damages (including inaccuracy in any Damages suffered after representation or the end breach of any applicable survival period, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of such survival period) resulting from, arising out of, relating to or caused by: (i) Any breach or default in the performance warranty made by Seller, Parent or Seller in this Agreement or in any certificate or Schedule required to be delivered pursuant hereto, (b) the Company breach by Parent or Seller of any covenant or agreement of Seller, Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered performed by or on behalf of Sellerit hereunder, Parent or the Company pursuant hereto or thereto; (iic) Any breach of Indemnified Taxes, (d) any warranty or representation made by Seller or Parent herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (iii) Any Liabilities Indebtedness of the Acquired Companies existing immediately prior to the Closing, (e) any Excluded Liabilities, and/or (f) any claims on title or Liens arising in respect of Consignment Inventory (as defined in the Agreed Principles) on the premises of Westinghouse Electric Company or its Subsidiaries existing at Affiliates that would have been avoided had Parent or arising out Seller filed a financing statement in respect of or from business conducted on or before the Closing Date, such Consignment Inventory prior to the extent delivery thereof to such Liabilities are not (i) accrued or reserved in the calculation of Final Working Capital, and (ii) executory obligations to provide services after the Closing Date under Contracts entered into by the Company or its Subsidiaries in the ordinary course of business other than any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunder; (iv) Any Liabilities arising from or relating to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto; (v) Any Liabilities arising from or relating to the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r)); (vi) Any Excluded Liabilities, other than any deferred rent and deferred leasehold incentives; or (vii) Any Liabilities arising out of or relating to the matters referred to in Exhibit L.premises.

Indemnification by Seller and Parent. Seller (a) From and Parentafter the Closing and subject to the provisions of this Article IX, each of Parent and Seller, jointly and severally, shall indemnifyaccepts full and exclusive liability for and agrees to pay and to indemnify fully, defend and hold harmless Purchaserand defend each Buyer Indemnified Party from and against any and all claims, ICFdemands, the Companyliabilities, its Subsidiaries damages, penalties, judgments, assessments, losses, costs and their respective Representatives expenses in any case, whether arising under strict liability or otherwise (including reasonable attorneys' fees and Affiliates expenses) (the “Purchaser Indemnified Persons”collectively, "Damages"), and shall reimburse the Purchaser Indemnified Persons on demand, for any Damages (including any Damages suffered after the end of any applicable survival period, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of such survival period) resulting from, arising out of, based on or relating to or caused byto: (i) Any any breach of or default inaccuracy in any representation or warranty of Seller or Parent in this Agreement or in any certificate furnished to Buyer pursuant to this Agreement (other than any representations and warranties that do not survive the performance Closing); (ii) any breach of or inaccuracy in any representation or warranty of Seller or Parent in this Agreement as of the Closing Date (other than any such representation or warranty which, by Sellerits terms, is made as of a specific date and other than any representations and warranties that do not survive the Closing), each of which representations and warranties will be deemed for purposes of this Section 9.2(a)(ii) to have been made by Seller and Parent or as of the Company Closing Date; or (iii) any breach of any covenant or agreement of Seller, Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (ii) Any breach of any warranty or representation made by Seller or Parent herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, this Agreement or in any certificate delivered or furnished to be delivered by or on behalf of Seller, Parent or the Company Buyer pursuant hereto or thereto;to this Agreement. (iiib) Any Liabilities of the Company or its Subsidiaries existing at or arising out of or from business conducted on or before the Closing Date, Notwithstanding anything in this Agreement to the extent such Liabilities are not contrary, for purposes of this Section 9.2, (i) accrued a breach of a representation or reserved in warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any limitation or qualification as to materiality, Material Adverse Effect on the calculation of Final Working CapitalBank (which instead will be read as any adverse effect or change) or similar language, and (ii) executory obligations the amount of Damages in respect of any breach of a representation or warranty (including any deemed breach resulting from the application of clause (i)) shall be determined without regard to provide services after any limitation or qualification as to materiality, Material Adverse Effect on the Closing Date under Contracts entered into Bank (which instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, it being the intention of the parties hereto that (except as otherwise set forth in this Article IX) the Buyer Indemnified Parties shall be indemnified and held harmless from and against any and all Damages suffered or incurred by any of them resulting from, arising out of, based on or relating to, the failure of any representation or warranty to be true, correct and complete in any respect, determined in each case without regard to any qualification as to materiality or Material Adverse Effect on the Bank or similar language set forth with respect thereto. (c) For the purposes of this Article IX, in computing such individual or aggregate amounts of Damages, the amount of each Damage shall be deemed to be an amount net of any net insurance proceeds and any net indemnity, contribution or other similar payment actually received from any insurer or other third party with respect thereto. A Buyer Indemnified Party (except as otherwise provided below) may, but need not, commence legal or other proceedings to collect indemnity, contribution or other payments from any such insurer or other third party. If a Buyer Indemnified Party elects to do so, the costs and expenses (including reasonable fees and disbursements of counsel) reasonably incurred by the Company Buyer Indemnified Parties in pursuing any insurance proceeds or its Subsidiaries in the ordinary course of business indemnity, contribution or other than any such obligations resulting similar payment from any breach, violation insurer or default by the Company or any Subsidiary thereunder; (iv) Any Liabilities arising from or relating other third party shall be deemed to be Damages with respect to the Macro 401(k) Planmatter for which indemnification is being sought, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto; (v) Any Liabilities arising from or relating except to the Management Incentive Plans, extent such costs and expenses are paid or reimbursed by such insurer or other than Purchaser’s obligation third party and except that Buyer Indemnified Party shall not be entitled to pay or to cause the Company such costs and expenses incurred after Parent has agreed to pay the 2009 MIP Accrual Damages with respect to which indemnification is being sought and Parent has requested that Buyer not seek payment from any insurer or third party. If a Buyer Indemnified Party elects not to commence such legal or other proceedings, the Buyer Indemnified Party shall so advise Parent and, if requested by Parent, Buyer, at Parent's election, shall, to the extent permissible, assign the right to pursue the applicable claim or right to payment to Parent (including whether by insurance coverage, contribution claims, subrogation or otherwise), and the Company’s obligation Buyer Indemnified Party shall reasonably cooperate with Parent, furnish such documents, witness testimony and other evidence, and execute and deliver any and all powers of attorney, instruments of assignment and other documents, as Parent reasonably may request, all at Parent's sole cost and expense, to facilitate Parent's prosecution of the applicable claim or right to payment. If such assignment is not permissible, the Buyer Indemnified Party will at the request of Parent commence legal or other proceedings provided that Parent agrees to pay the “stay bonuses” Damages and “success bonuses” identified on Schedule 3.20(r)); (vi) Any Excluded Liabilitiesall costs, expenses or other than any deferred rent and deferred leasehold incentives; or (vii) Any Liabilities arising out of or relating to Damages incurred by the matters referred to Buyer Indemnified Party in Exhibit L.such proceeding.

Indemnification by Seller and Parent. Seller and Parent, Parent shall jointly and severally, shall indemnify, defend severally indemnify and hold harmless Purchaser, ICF, the CompanyBuyer, its Subsidiaries subsidiaries and their respective Representatives officers, directors, agents and Affiliates employees (the individually, a “Purchaser Buyer Indemnified Person” and, collectively, “Buyer Indemnified Persons”)) from and against, and shall compensate and reimburse the Purchaser Buyer, its subsidiaries and Buyer Indemnified Persons on demandfor, for any Damages (including any Damages suffered after the end and all losses, costs, damages, liabilities and expenses actually incurred by Buyer, its subsidiaries and Buyer Indemnified Persons arising from claims, demands, actions, causes of action, including, without limitation, reasonable attorneys’ fees and other legal expenses and expert fees, net of any applicable survival periodrecoveries under existing insurance policies or indemnities from third parties (collectively, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of such survival period“Buyer Damages”) resulting from, arising out of, relating to or caused by: (ia) Any any misrepresentation or breach of or default in connection with any of the performance by Sellerrepresentations, Parent warranties, and covenants given or the Company of any covenant or agreement of Seller, Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (ii) Any breach of any warranty or representation made by Seller or Parent herein, in this Agreement or any agreement contemplated hereby, related exhibit or in schedule to this Agreement; (b) any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf liabilities and obligations of Seller, Parent and any claims and demands made in respect thereof, or asserted, at or prior to the Company pursuant hereto or theretoClosing (except the Assumed Liabilities), relating to the Business, for which a third party requests Buyer to pay; (iiic) Any Liabilities any claim or other legal recourse by any Employee of the Company or its Subsidiaries existing at or arising out of or from business conducted on or before the Closing Date, Seller to the extent such Liabilities are not (i) accrued arising from his or reserved in her employment with, or termination of employment by, Seller on or prior to the calculation of Final Working Capital, and (ii) executory obligations to provide services after the Closing Date under Contracts entered into by the Company or its Subsidiaries in the ordinary course of business other than any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunder;Closing; and (ivd) Any Liabilities arising from or relating all Taxes allocated to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto; (v) Any Liabilities arising from or relating Seller and/or Parent pursuant to the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r)); (vi) Any Excluded Liabilities, other than any deferred rent and deferred leasehold incentives; or (vii) Any Liabilities arising out of or relating to the matters referred to in Exhibit L.Section 6.4.

Indemnification by Seller and Parent. (a) Seller and Parent, jointly and severally, shall indemnify, indemnify and defend Buyer and hold harmless Purchaser, ICF, the Company, its Subsidiaries Affiliates and their respective Representatives stockholders, members, managers, officers, directors, employees, agents, successors and Affiliates assigns (the “Purchaser Indemnified PersonsBuyer Indemnitees”)) against, and shall reimburse the Purchaser Indemnified Persons on demandhold them harmless from, for any Damages and all losses, damages, claims (including any Damages suffered after the end third party claims), charges, interest, penalties, Taxes, diminution in value, costs and expenses (including reasonable legal, consultant, accounting and other professional fees, costs of any applicable survival periodsampling, provided that notice testing, investigation, removal, treatment and remediation of the respective claim has been given pursuant to contamination and fees and costs incurred in enforcing rights under this Article 9 prior to the end of such survival periodSection 9.2) (collectively, “Losses”) resulting from, arising out of, relating or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to or caused by: (i) Any the failure of any representation and warranty or other statement by Seller or Parent contained in this Agreement, the Disclosure Schedule or any certificate furnished to Buyer in connection with the transactions contemplated by this Agreement to be true and correct in all material respects as of the Closing Date; (ii) any breach or default in the performance by Seller, Parent or the Company of any covenant or agreement of Seller, Seller or Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered this Agreement furnished or to be delivered furnished to Buyer in connection with the transactions contemplated by this Agreement and the Ancillary Documents; (iii) any Excluded Liability; (iv) any fees, expenses or on behalf of Seller, Parent other payments incurred or the Company pursuant hereto or thereto; (ii) Any breach of any warranty or representation made owed by Seller or Parent hereinto any agent, broker, investment banker or other firm or person retained or employed by it in any agreement connection with the transactions contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (iii) Any Liabilities of the Company or its Subsidiaries existing at or arising out of or from business conducted on or before the Closing Date, to the extent such Liabilities are not (i) accrued or reserved in the calculation of Final Working Capital, this Agreement; and (iiv) executory obligations to provide services after the Closing Date under Contracts entered into by the Company any Liability or its Subsidiaries in the ordinary course of business other than any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunder; (iv) Any Liabilities obligation arising from or relating related to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto;Xxxxx’x equity ownership in Seller. (vb) Any Liabilities arising from or relating For purposes of this Section 9.2, the representations and warranties herein and in the certificate delivered by Seller and Parent to the Management Incentive PlansBuyer pursuant to Section 7.2(c) and 7.2(d) shall be deemed to have been made without any qualifications as to materiality and, other than Purchaser’s obligation accordingly, all references herein and therein to pay or to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonusesmaterial,” “in all material respects” and “success bonuses” identified on Schedule 3.20(rsimilar qualifications as to materiality shall be deemed to be deleted therefrom (except where any such provision requires disclosure of lists of items of a material nature or above a specified threshold));. (vic) Any Excluded LiabilitiesSeller and Parent shall not be liable for any Losses described in Section 9.2(a)(i), other than any deferred rent Losses resulting from a breach of a representation or warranty set forth in Sections 3.1, 3.2, 3.6, 3.9, 3.16, 3.17, 3.18 or 3.24 (for which no limitations shall apply), until the aggregate of all such Losses for which Seller and deferred leasehold incentives; orParent are liable is in excess of $40,000, in which event Seller and Parent, jointly and severally, shall be liable for all Losses from the first dollar, provided, however, nothing contained in this Section 9.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which the Buyer Indemnitees have, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of a representation, warranty or covenant hereunder, and the parties expressly agree that the Buyer Indemnitees shall have any rights or remedies with respect thereto. (viid) Any Liabilities arising out Seller’s and Parent’s aggregate liability for the Losses described in Section 9.2(a)(i), other than any Losses resulting from a breach of a representation or relating warranty set forth in Sections 3.1, 3.2, 3.6, 3.9, 3.16, 3.17, 3.18 or 3.24 (for which the aggregate liability shall not exceed the Purchase Price), shall not exceed $400,000, provided, however, nothing contained in this Section 9.2(d) shall be deemed to limit or restrict in any manner any rights or remedies which the matters referred to Buyer Indemnitees have, or might have, at Law, in Exhibit L.equity or otherwise, based on fraud or a willful misrepresentation or willful breach of a representation, warranty or covenant hereunder.

Indemnification by Seller and Parent. Subject to the other terms and conditions of this Article VI, Seller and Parent, Parent shall jointly and severallyseverally defend, shall indemnify, defend indemnify and hold harmless PurchaserBuyer, ICFits Affiliates and its representatives (collectively, the Company, its Subsidiaries and their respective Representatives and Affiliates (the “Purchaser Indemnified PersonsBuyer Indemnitees”)) against, and shall hold each of them harmless from and against, and shall pay and reimburse the Purchaser Indemnified Persons on demandeach of them for, for any Damages and all liabilities, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or reasonable costs or reasonable expenses of any and all investigations, proceedings, judgments, remediations, settlements and compromises (including any Damages suffered after reasonable fees and expenses of attorneys, accountants and other experts) (“Losses”) incurred or sustained by, or imposed upon, the end of any applicable survival period, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of such survival period) resulting fromBuyer Indemnitees based upon, arising out of, relating with respect to or caused byby reason of: (ia) Any any inaccuracy in or breach of any of the representations or default warranties of Seller contained in the performance by Seller, Parent this Agreement or the Company of any covenant or agreement of Seller, Parent or other Transaction Documents (excluding the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or theretoTransition Services Agreement); (iib) Any any breach or non-fulfillment of any warranty covenant, agreement or representation made obligation to be performed by Seller or Parent herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or pursuant to be delivered by or on behalf of Seller, Parent this Agreement or the Company pursuant hereto or theretoother Transaction Documents (excluding the Transition Services Agreement); (iiic) Any Liabilities of the Company or its Subsidiaries existing at or any third party claim arising out of or resulting from business conducted on Seller’s ownership of the Purchased Assets or before operation of the Business prior to Closing Date, (other than with respect to the extent such Liabilities are not (i) accrued or reserved in the calculation of Final Working Capital, and (ii) executory obligations to provide services after the Closing Date under Contracts entered into by the Company or its Subsidiaries in the ordinary course of business other than any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunder; (iv) Any Liabilities arising from or relating to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto; (v) Any Liabilities arising from or relating to the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r)Assumed Liabilities); (vid) Any Excluded Liabilities, Seller’s operation of its businesses other than the Business at any deferred rent time; (e) any and deferred leasehold incentivesall expenses incurred in performing warranty work in excess of the amount of the Warranty Cap; or (viif) Any Liabilities arising out of or the Permitted Encumbrances and any and all obligations relating to the matters referred to in Exhibit L.thereto.

Indemnification by Seller and Parent. From and after the Closing, Seller and ParentParent shall, jointly and severally, shall indemnify, defend save and hold harmless PurchaserPurchaser and its Affiliates (including the New Group after the Closing) and each of the foregoing's respective officers, ICFdirectors, employees, agents and ERISA Affiliates (collectively, the Company, its Subsidiaries "PURCHASER INDEMNIFIED PARTIES") from and their respective Representatives against any and Affiliates (the “Purchaser Indemnified Persons”), and shall reimburse the Purchaser Indemnified Persons on demand, for any all Damages (including any Damages suffered after the end of any applicable survival period, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of such survival period) resulting from, arising out of, relating to resulting from or caused byincident to: (i) Any the breach of any representation or default warranty (other than those relating to Taxes) made by Seller or Parent or its Affiliates in this Agreement or the Canadian Purchase Agreement as of the Execution Date without regard to any qualification contained in any representation or warranty as to materiality or a Material Adverse Effect; (ii) the breach of any representation or warranty (other than those relating to Taxes) made by Seller or Parent or its Affiliates in this Agreement or the Canadian Purchase Agreement without regard to any qualification contained in any representation or warranty as to materiality or a Material Adverse Effect as if such representation or warranty were made on and as of the Closing Date (except in the performance case of any representation or warranty that by Seller, Parent or its terms is made as of a date specified therein); (iii) the Company breach of any covenant or agreement of Seller, Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or (other than those relating to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto; (iiTaxes) Any breach of any warranty or representation made by Seller or Parent herein, or its Affiliates contained in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent this Agreement or the Company pursuant hereto or theretoCanadian Purchase Agreement; (iiiiv) Any the Seller-Retained Liabilities; (v) the Excluded Seller Liabilities; (vi) the Assumed Foodservice Liabilities and the Foodservice Contracts; (vii) any violation of Environmental Law relating to any action, omission or occurrence prior to Closing or circumstance or condition existing prior to Closing, subject to the limitations set forth in SECTION 8.3(e); (viii) any release, discharge or migration of Hazardous Substances from and beyond any of the Company Facilities or its Subsidiaries existing Former Properties at any time arising from any release or discharge at or arising out of or from business conducted a Facility at any time on or before the Closing Date, subject to the limitations set forth in SECTION 8.3(d); (ix) any claims made with respect to employees or former employees of the Companies or their predecessors for workers' compensation or similar claims whether or not insured or self-insured or mandated by applicable Law ("COMPENSATION CLAIMS") filed with an appropriate agency by an employee, former employee of the Companies or by a spouse or dependent of an employee or former employee of the Companies ("CLAIMING EMPLOYEE") prior to the Closing Date, and Compensation Claims by Transition Employees who do not become Company Employees regardless of when the injury occurred or is alleged to have occurred, and, to the extent such Liabilities are not (i) accrued or reserved included in the calculation foregoing, Compensation Claims of Final Working CapitalFoodservice Employees regardless of when the injury occurred or is alleged to have occurred; (x) subject to the limitations set forth in SECTION 8.3(f), the failure to obtain a Consent necessary to avoid any Adverse Event with respect to a Pre-Closing Material Contract as a result of the consummation of the transactions contemplated by this Agreement, if, in accordance with SECTION 4.30 hereof, Purchaser has requested that Parent add such Pre-Closing Material Contract to the list of Required Consents and Parent notifies Purchaser that it will instead agree to indemnify Purchaser pursuant to this clause (iix); (xi) executory obligations except to provide services the extent subject to SECTION 8.2(a)(ix) OR SECTION 8.2(b)(viii), any claims, demands (oral or written), causes of actions or Actions against the Companies, the Companies' officers, directors, employees or agents or any of the Assets or the Foodservice Assets, asserted prior to or after the Closing Date under Contracts entered into by Date, relating to or arising out of any claim, cause of action or Action relating to (a) any personal injury, bodily injury, sickness or disease that occurs prior to the Company or its Subsidiaries in the ordinary course of business other than Closing Date, including any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunder; (iv) Any Liabilities arising from or relating to any exposure to or contact with any asbestos or other allegedly injurious materials or substances, or (b) any damage to tangible property that occurs prior to the Macro 401(kClosing Date, or (c) Planany claim, cause of action or Action of any employee or former employee of the Companies or their predecessors relating to any employment matter (other than grievances under a collective bargaining agreement) relating to occurrences prior to the Closing Date, including without limitation the maintenancematters set forth as items 1-5 and 11 of subsection (i) of SECTION 2.13 of the Disclosure Schedule. For the avoidance of doubt, sponsorshipthe parties hereto acknowledge that items 7, qualification, 8 and administration thereof, and contributions thereto; 10 of subsection (vi) Any Liabilities arising from or relating to of SECTION 2.13 of the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual Disclosure Schedule are covered by this clause (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r)xi); (vixii) Any Excluded Liabilitiesany claim for indemnification against any of the Companies by reason of the fact that Seller, other than Parent or any deferred rent of their directors, officers, employees or agents, was a director, officer, employee, or agent of the Companies or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of the Companies (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and deferred leasehold incentiveswhether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise), including with respect to any action, suit, proceeding, complaint, claim, or demand brought by Purchaser against Seller or Parent (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement, applicable law, or otherwise); (xiii) the 1995 Restructuring, including any (A) violation of any Law, Governmental Order or Permit applicable to Seller or AHCGC or any of their respective assets or properties in connection with the 1995 Restructuring or (B) breach of, default under, failure to obtain any Consent under, or termination, amendment or acceleration of, or creation of any Encumbrance on any of the assets or properties of Seller or AHCGC pursuant to any Contract or Permit in effect at the time of the 1995 Restructuring to which Seller or AHCGC (or any predecessor thereto) is or was a party or by which any of their assets or properties are or were bound or affected, in each case resulting from the 1995 Restructuring; (xiv) the failure to obtain a Consent necessary to avoid an Adverse Event with respect to the Railroad Agreement; (xv) DELETED; or (viixvi) Any Liabilities arising out of or relating the failure to obtain a Consent necessary to avoid an Adverse Event with respect to the matters referred Warehouse Agreement, including all reasonable costs and expenses associated with the New Group having to in Exhibit L.move Inventory and associated equipment and materials to another warehousing facility as a result of the failure to obtain such Consent. The foregoing indemnification obligations are independent of each other, except as otherwise expressly provided therein.

Indemnification by Seller and Parent. Subject to the other terms and conditions of this Article VIII, each of Seller and Parent, jointly and severally, shall indemnify, indemnify and defend each of Buyer and hold harmless Purchaser, ICF, the Company, its Subsidiaries Affiliates and their respective Representatives and Affiliates (collectively, the “Purchaser Indemnified PersonsBuyer Indemnitees”)) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnified Persons on demand, for any Damages (including any Damages suffered after the end of any applicable survival period, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of such survival period) resulting fromBuyer Indemnitees based upon, arising out of, relating with respect to or caused byby reason of: (ia) Any any inaccuracy in or breach or default in the performance by Seller, Parent or the Company of any covenant of the representations or agreement warranties of SellerSeller contained in this Agreement, Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, other Transaction Documents or in any certificate delivered or to be instrument delivered by or on behalf of Sellereither Seller or Parent pursuant to this Agreement, Parent as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Company pursuant hereto Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or theretobreach of which will be determined with reference to such specified date), in each case determined without regard to any qualification or exception contained therein relating to “material,” “materiality,” “Material Adverse Effect” or any similar qualification or standard (other than those that solely qualify an affirmative requirement to disclose items on the Disclosure Schedules and do not qualify any exception from the accuracy of a specific representation or warranty, except for the materiality qualifications in Sections 4.07(a)(xiii) and 4.24); (iib) Any any breach or non-fulfillment of any warranty covenant, agreement or representation made obligation to be performed by Seller pursuant to this Agreement, the other Transaction Documents or Parent herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be instrument delivered by or on behalf of Seller, Parent or the Company Seller pursuant hereto or theretoto this Agreement; (iiic) Any Liabilities of the Company any Excluded Asset or its Subsidiaries existing at any Excluded Liability; (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or from business conducted obligations of Seller or any of its Affiliates conducted, existing or arising on or before prior to the Closing Date, to the extent such Liabilities are not (i) accrued or reserved in the calculation of Final Working Capital, and (ii) executory obligations to provide services after the Closing Date under Contracts entered into by the Company or its Subsidiaries in the ordinary course of business other than any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunder; (iv) Any Liabilities arising from or relating to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto; (v) Any Liabilities arising from or relating to the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r)); (vi) Any Excluded Liabilities, other than any deferred rent and deferred leasehold incentives; or (viie) Any Liabilities arising out any obligations for Taxes resulting from the operation of the Business or relating ownership of the Purchased Assets prior to the matters referred to in Exhibit L.Closing Date.

Indemnification by Seller and Parent. (a) From and after the Closing Date, Seller and Parent, jointly and severally, shall agrees to indemnify, defend and hold harmless Purchasersave Purchaser and its officers, ICFdirectors, the Companypartners, its Subsidiaries stockholders, employees, agents, advisors, controlling Persons and Affiliates and their respective Representatives heirs, successors and Affiliates assigns (the “each, a "Purchaser Indemnified Persons”Party"), harmless from and shall reimburse the against, and will pay to each Purchaser Indemnified Persons on demandParty, the amount of all losses, liabilities, claim, actions, causes of action, awards, judgments, payments, costs, expenses, interest, penalties, fines and other damages (except for consequential, punitive, special and incidental damages and diminution in value), all costs and expenses of investigating and defending any Damages Proceeding and any appeal therefrom (including reasonable attorneys' fees) and all amounts paid incident to any Damages suffered after the end compromise or settlement of any applicable survival periodsuch Proceeding, provided that notice of the respective in each case, whether or not involving a third-party claim has been given pursuant to this Article 9 prior to the end of such survival period) resulting from(collectively, "Damages"), arising out of, of or relating to or caused byto: (i) Any any inaccuracy or breach or default in the performance by Seller, Parent or the Company of any covenant representation or agreement warranty of Seller, Seller or Parent contained in this Agreement or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or theretoOther Seller Document; (ii) Any any non-compliance with or breach of any warranty or representation made by Seller or Parent herein, at or prior to Closing of any covenant or obligation of Seller or Parent contained in this Agreement or any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto;Other Seller Document; or (iii) Any Liabilities of the Company any claim by any Person for brokerage or its Subsidiaries existing at finder's fees or arising out of commissions or from business conducted on similar payments based upon any agreement or before the Closing Date, understanding alleged to the extent such Liabilities are not (i) accrued or reserved in the calculation of Final Working Capital, and (ii) executory obligations to provide services after the Closing Date under Contracts entered into have been made by the Company or its Subsidiaries in the ordinary course of business other than any such obligations resulting from any breachPerson with Seller, violation or default by the Company Acquired Company, or any Subsidiary thereunder;(or any Person acting on their behalf) in connection with any of the Contemplated Transactions. (ivb) Any Liabilities Notwithstanding anything in this Agreement to the contrary, the sole recourse of any Purchaser Indemnified Party for any and all Damages relating to or arising from or relating to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto; (v) Any Liabilities arising from or relating to the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r)); (vi) Any Excluded Liabilities, other than any deferred rent and deferred leasehold incentives; or (vii) Any Liabilities arising out of or relating to the matters referred to set forth in Exhibit L.Section 5.10 shall be controlled by Section 8.03.